4/7/2026

Ackman’s Pershing Square Offers to Buy Universal Music Group for More Than $63 Billion

Wall Street Journal (04/07/26) Look, Aimee; Vipers, Gareth

Bill Ackman’s Pershing Square Capital said it had made an offer to buy Universal Music Group (AMS: UMG), valuing the record label at more than US$63.48 billion. The deal for the label behind Bad Bunny, Taylor Swift and the Beatles, if approved, would close by the end of the year and would involve Universal merging with Pershing Square Sparc Holdings, a specially-created acquisition vehicle. The new entity would be based in Nevada and would shift its stock listing from Amsterdam to the New York Stock Exchange, Pershing said. “UMG’s stock price has languished due to a combination of issues that are unrelated to the performance of its music business and importantly, all of them can be addressed with this transaction,” Pershing’s Chief Executive Bill Ackman said Tuesday. One of the “big three” record labels alongside Warner Music Group and Sony Music Entertainment, it commands a market share of more than 30% of the global recorded-music business. Universal’s other major shareholders include French billionaire Vincent Bolloré, Vivendi SE and China’s Tencent. Together, they control substantial voting rights in the company. Any deal will require a two-thirds vote to pass, according to Pershing Square’s proposal. Split between cash and stock, Ackman’s proposal rests on several assumptions about the future company. At €30.40 a share, equivalent to $35.15, the current stock outstanding would be worth more than $63 billion. Valuing the deal, however, is complicated, according to investors. Pershing Square said the deal would enable the new company to extinguish 17% of its shares, leaving an equity value of around $58 billion after the payment of the cash component. That figure assumes the value of the new company’s shares will be worth substantially more than those of the existing one. Pershing Square said this is possible because under the plan, the new company would take on €5.4 billion in debt and sell its stake in Spotify for €1.5 billion. It is also basing the future share price on its forecast for future earnings. Another measure of the deal’s value: Current shareholders can request to receive all shares or all cash. If enough shareholders take only stock, those receiving all cash would receive €22 per share. Universal’s shares traded up around 13% on Tuesday at €19.40 per share, or around €35 billion in market capitalization, below Pershing Square’s proposed valuation. The current share price is only slightly higher than the €18.50 reference price during the company’s 2021 initial public offering. As part of the proposal, Pershing Square said the new company would appoint a fresh board of directors, which would include former Disney chief Michael Ovitz. Ackman’s interest in Universal dates back to 2021 when he tried to use another investment vehicle, Pershing Square Tontine, to invest in the label. The Tontine SPAC announced plans to buy a 10% stake in Universal from French media conglomerate Vivendi, but Ackman quickly dropped the move after failing to convince regulators that the deal met the rules for such vehicles and some shareholders balked. After the SPAC effort collapsed, Ackman restructured the deal, using his Pershing Square hedge fund to directly acquire the 10% stake in Universal. A year later, Ackman joined the company’s board and Universal became one of Pershing’s largest positions. In 2025, Ackman stepped down from the board, citing other commitments. The Pershing founder is well-known for his aggressive tactics, but the journey from passive investor to company insider and then potential owner is an unusual one. Ackman’s SPARC investment vehicle was cleared by the SEC in 2023 and was designed to act as an elevated version of a traditional special-purpose acquisition company. While a SPAC raises money from investors before finding a company to merge with and take public, Pershing’s SPARC Holdings flips the order. The “r” stands for “rights,” signaling investors’ rights to buy in after a target is identified. Universal has its operational headquarters in Santa Monica and its corporate headquarters in Hilversum, Netherlands. The label started trading on the Euronext Amsterdam in September 2021 after a spinoff from Vivendi, the conglomerate steered by the Bolloré family.

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4/7/2026

BP Chair Faces Re-election Battle After Board Blocks Climate Resolution

Financial Times (04/07/26) Hodgson, Camilla

Proxy adviser Glass Lewis has recommended voting against Albert Manifold’s re-election as chair of BP (LON, NYSE: BP) over concerns about climate-related reporting, as investment group Legal & General (LON: LGEN) also said it would oppose him. Both groups said a decision by BP’s board to exclude a climate-related shareholder resolution from Follow This, the Dutch green investor group, at its annual meeting later this month raised concerns about transparency. The proposal had asked BP to set out strategies for maintaining shareholder value if oil and gas demand declines. Legal & General Investment Management, the financial services group’s asset management arm, said on Tuesday that the exclusion of the proposal amounted to a “reduction in transparency” and would make it more difficult for shareholders to understand how BP was addressing the risks associated with the energy transition. “Given the chair’s ultimate responsibility for these areas, we accordingly intend to vote against the chair’s election,” the group said. Meanwhile, Glass Lewis, the influential advisory group, said the exclusion of the proposal had not been necessary and raised “concerns about transparency, shareholder communication and responsiveness." It comes in the context of mounting pressure on BP from investors and pension funds after the oil major’s pivot away from renewable energy. The growing tension is a test for Meg O’Neill, who joined BP as chief executive this month from oil and gas producer Woodside Energy (NYSE: WDS). BP said: “Following extensive engagement with our largest investors, we are fully focused on building a simpler, stronger and more valuable BP. That’s why we are making these recommendations to provide transparent, standardized disclosures that support clear comparisons across companies.” Asked about the exclusion of the Follow This resolution, corporate governance experts could not point to many other examples of FTSE 100 companies rejecting resolutions that met filing thresholds, as the proposal had done. Glass Lewis and ISS, another influential adviser, have both recommended that shareholders vote against BP’s proposal that it no longer needed to make certain climate-related disclosures. L&G also said it would vote against that proposal. BP has said the reporting was no longer necessary since it has been replaced by other mandatory ESG-related disclosures. However, Glass Lewis said the company “does not clearly explain why continuing to provide these disclosures would be burdensome,” adding that such a move could “reduce transparency on certain climate-related issues." Follow This said: “The two most influential proxy advisers in the world are telling shareholders the same thing we are: BP’s governance is broken.”

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4/7/2026

Activist Wyser-Pratte Slams Italy Over Plan to Oust Leonardo CEO

Bloomberg (04/07/26) Brambilla, Alberto

Activist investor Guy Wyser-Pratte blasted the Italian government’s reported plan to replace Leonardo SpA (BIT: LDO) Chief Executive Officer Roberto Cingolani, warning the move would amount to political interference that risks harming shareholders and undermining market confidence. “If it ain’t broke, don’t fix it,” Wyser-Pratte said in an interview Tuesday, praising Cingolani for “doing a fantastic job” for positioning state-backed Leonardo as a consolidator in Europe’s fragmented defense sector. Wyser-Pratte, a longtime shareholder activist, said the planned changeover appears politically driven. The 85-year-old investor linked the government’s move, reported by Bloomberg and others, to Prime Minister Giorgia Meloni’s effort to reassert authority following a recent referendum setback. The shares fell as much as 8.5% on Tuesday, the most intraday for more than eight months. The market reaction underscores investor concern, Wyser-Pratte said. “If you look what happened to the stock price this morning because of what is being proposed by the government to replace him, it ain’t looking so good,” he said. “People vote with their feet.” A new CEO could be named as soon as this week, Bloomberg News reported on Monday. Alessandro Ercolani, an executive at Rheinmetall Italia, and Lorenzo Mariani, a senior manager at MBDA Missile Systems Services SAS, are top candidates for the job, people familiar with the matter said. Wyser-Pratte said the stake in Leonardo at his Wyser-Pratte Management Co. is below the 3% reporting requirement, declining to provide a specific figure. Leonardo’s current management has delivered strong results, including a share price increase of more than 400% since 2023, alongside steady growth in revenue, earnings and cash flow, he added. The investor is now considering steps including mobilizing shareholders to oppose the executive changes ahead of the next annual meeting next month. Cingolani, 64, was appointed to the Leonardo role in 2023 by Meloni. His position was initially seen as safe as his term came up for renewal. The former government minister has reshaped Leonardo by forging new alliances, including with Germany’s Rheinmetall AG for tanks and a drone partnership with Turkey’s Baykar Technologies. He has also advanced a satellite venture with Airbus SE and France’s Thales SA, while working to develop an air-defense system for Europe. The Italian government has about a 30% stake in Leonardo, but controls the appointments of the majority of the company’s board. Cingolani has consistently overdelivered on financial targets, Banca Akros analyst Andrea Belloli said in a report. However, a CEO change does not in itself alter the group’s strategic positioning or sector fundamentals, the analyst added.

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4/6/2026

Sandon Capital Round on Magellan’s Late-Night Dividend Disclosure

Australian Financial Review (04/06/26) Tran, Joanne

A fund backing Magellan Financial (ASX: MFG) says the late disclosures of a bumper dividend to be paid to Barrenjoey Capital Partners, the investment bank merging into the money manager, shows the ASX needs to overhaul rules so that shareholders are properly informed about deals. Sandon Capital has long held a position in Magellan, the listed funds management giant that last month proposed buying Barrenjoey. While the $1.6 billion deal was billed as a merger, Barrenjoey personnel will assume the top positions, including chief executive and chairman. Sandon Capital’s Gabriel Radzyminski has called for an overhaul of current disclosure. Investors were not originally told that Barrenjoey intended to pay a $45 million dividend before the transaction, which would reduce the net cash position of the combined group from $304 million by 15%. The firm disclosed the dividend only late on Thursday – well after the market had closed for the Easter long weekend – after pressure from Ownership Matters, an influential governance advisory firm, and a report in The Australian Financial Review raised questions about a payment. “We are concerned that it took public pressure for the company to release information that should have, by rights, been released in the explanatory memorandum and announcements,” said Sandon chief investment officer Gabriel Radzyminski, adding that the episode had exposed broader problems with how disclosure obligations were enforced. “I think this highlights the importance and the need for a real overhaul of disclosure oversight by ASX. The ASX, in many respects, has discretion. That discretion doesn’t seem to be often exercised in investors favor.” Magellan will acquire the roughly two-thirds of Barrenjoey it does not already own through the issuance of more than 100 million new shares, a structure that has allowed the transaction to proceed without the level of financial disclosure typically expected in deals of this size. The structure of the deal has proved decisive. Because it is being executed through a share issuance rather than a scheme of arrangement, Magellan has not been required to commission an independent expert’s report or disclose the same level of financial detail as other transactions. Magellan first backed Barrenjoey in 2020 with a $156 million cornerstone investment alongside British bank Barclays (BARC.L), securing a stake in the firm founded by former UBS (NYSE: UBS) deal makers Matthew Ground and Guy Fowler. While Sandon is a relatively small fund, with assets of about $200 million under management, it has an outsize influence through its public campaigns. Among its investments are COG Financial Services, a finance broker aggregator, and Southern Cross Media (ASX: SXL), now the owner of Network Seven and The West Australian newspaper, along with radio assets. Sandon has long maintained that Magellan holds excess capital and should prioritize returning funds to shareholders. While Sandon supported the merger in principle, Radzyminski said the issue now was whether investors had been given enough information to properly assess the transaction. “We’ve been focused on the long-term value of the Magellan business, and we [are] prima facie supportive of the notion of taking full ownership of Barrenjoey,” he said. “It’s just now that it’s apparent that there was information that could have been disclosed that wasn’t and was only disclosed to the market, following public pressure from the media.” Tensions escalated late last week when Magellan released additional information on Barrenjoey’s financial position, including a snapshot of its balance sheet, but again stopped short of publishing full accounts. The release followed pressure from Ownership Matters, which urged shareholders to vote against the deal on the basis that they lacked sufficient information. It argued that its investors were being asked to approve a significant transaction without access to up-to-date financial statements detailing earnings, leverage and capital structure. Magellan shareholders are set to vote on the transaction on Friday. Other advisory firms, including CGI Glass Lewis, are supporting the transaction, which has been unanimously endorsed by Magellan’s board. The $45 million dividend must now be deducted from Barrenjoey’s implied net cash position of $185 million before the transaction. Magellan owns 36.4% of Barrenjoey and will receive a portion of that dividend.

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4/6/2026

WEX Files Definitive Proxy Materials and Mails Letter to Shareholders

Yahoo! Finance (04/06/26)

WEX (NYSE: WEX), a global leader in intelligent payment solutions, today announced that it filed definitive proxy materials with the Securities and Exchange Commission in connection with its upcoming 2026 Annual Meeting of Stockholders, scheduled for May 5, 2026. In conjunction with the definitive proxy materials, WEX is also mailing a letter to shareholders. Highlights from the letter include: WEX’s strategy is delivering improved results. In 2025, WEX delivered record revenue and made significant progress on important strategic initiatives, increasing the pace of product innovation by more than 50%. WEX’s board has been executing a multi-year refreshment program. Since 2020, eight directors have retired or are not standing for reelection at the Annual Meeting, and six new directors have been appointed to ensure the board maintains the right balance of skills, experience and perspectives. WEX has engaged extensively with Impactive and sought a constructive resolution. The company has held dozens of meetings over multiple years and offered to appoint two of Impactive’s nominees to an expanded board to avoid a proxy contest. The board has serious concerns regarding Impactive nominee Lauren Taylor Wolfe. The board's diligence identified questionable conduct on other boards, clear conflicts of interest, inattention to industry regulation and misalignment with WEX's long-term shareholders. The full text of the letter follows: Dear Fellow Shareholders: At the 2026 Annual Meeting of Stockholders of WEX Inc., which is scheduled to be held on May 5, 2026, you will have an important decision to make about who will serve as your Board of Directors and help shape WEX’s future. The board has nominated nine director candidates who collectively have the necessary expertise, economic alignment and dedication to the company. These directors, which include both recent additions to the board and incumbent directors, have been instrumental to the company’s recent progress and have played a vital role in guiding the company’s strategy. One of our shareholders, Impactive Capital Master Fund LP, is seeking to displace three of those directors – one third of our board – with its own candidates, including one of Impactive’s own principals. In our view, replacing these incumbent directors would jeopardize the company’s progress. To help ensure WEX’s momentum continues, the board urges you to review our proxy materials carefully and vote today "FOR" ONLY WEX’s nine nominees using the enclosed BLUE proxy card.

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4/4/2026

ISS Recommends Vote Against BP Board's Move to Scrap Some Climate Reporting

Reuters (04/04/26) Nasralla, Shadia

Institutional Shareholder Services (ISS) has recommended a vote against the BP (BP.L) board's move to revoke some previous company-specific climate reporting resolutions, according to a note seen by Reuters. It is relatively rare for large shareholder advisory groups such as ISS, whose recommendations guide huge chunks of shareholder votes at annual general meetings, to ask investors to vote against the board's wishes. BP is pivoting back to a focus on oil and gas following an ill-fated foray into renewables in a major strategic shift now being led by Meg O'Neill, who took the helm this week as the company's fourth CEO since 2023. BP's board has called for a vote at its April 23 meeting to retire two resolutions from 2015 and 2019 requiring company-specific climate reporting. In its analysis explaining the recommendation published late on Friday, ISS called the board's move "unprecedented in the UK context." "We do not consider the Board's argument that the prior resolutions detract from the clarity of reporting and standardized disclosures to constitute a sufficiently compelling case to offset the concerns for 'retiring' the relevant disclosures," it said. BP needs at least 75% shareholder support to scrap the commitments, which were approved with nearly 100% support at the time. ISS is also calling for shareholders to vote against a measure that would allow BP to hold online-only shareholder meetings. BP's board has said the climate reporting requirements targeted by its proposal have largely been superseded by mandatory disclosure frameworks that provide more comparable data. It would still report climate data according to broader frameworks such as the Task Force on climate-related Financial Disclosures and climate-related Financial Disclosure Regulations, the company has said. A BP spokesperson said on Saturday that the proposal to scrap the requirements followed "extensive engagement with our largest investors." "We are fully focused on building a simpler, stronger and more valuable BP. That's why we are making these recommendations, to provide transparent, standardized disclosures that support clear comparisons across companies," the spokesperson said. The recommendations by ISS follow a broadening climate campaign against BP by some European investors, representing less than 0.3% of the company's owners, led by Dutch shareholder group Follow This. BP did not include on the agenda of this month's meeting a resolution proposed by Follow This calling on it to disclose its longer-term strategy under scenarios of declining oil and gas demand. ISS, however, said Follow This and its co-requisitionists meet the percentage of shareholders required to move their proposals as a written resolution. "Viewed collectively, the revocation request, the decision not to table Follow This' resolution and, potentially, the amendments to the Articles allowing virtual-only meetings could be viewed as a signal regarding BP's current stance on engagement and shareholder proposals," ISS said. The BP spokesperson said the on-line meeting proposal was meant to "increase flexibility and enable broader and more cost-effective participation in our shareholder meetings."

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4/3/2026

Align Partners Sets Multiple 'Firsts' at General Meetings of Six Listed Companies

Asia Business Daily (04/03/26) Daehyun, Kim

On April 3, Align Partners Asset Management stated, "We will continue our shareholder engagement activities based on the strong support from shareholders," and announced the results of shareholder activism carried out for a total of six listed companies: DB Insurance (KRX: 005830), Gabia, (KOSDAQ: 079940), SoluM (KRX: 248070), Coway (KRX: 021240), Dentium (KRX: 145720), and Aplus Asset (KRX: 244920). The most notable achievement was with DB Insurance. At this year’s general meeting, Align Partners succeeded in appointing a director (Min Sua) through a shareholder proposal—marking the first such case in the insurance industry and among listed companies with a controlling shareholder and a market capitalization exceeding 10 trillion won. Although the amendment to the articles of incorporation, centered on re-establishing the Internal Transactions Committee, was voted down, 60.8% of the shares represented at the meeting were in favor, confirming broad support among minority shareholders. In response, the DB Insurance Board of Directors resolved to re-establish the Internal Transactions Committee. Changhwan Lee, CEO of Align Partners, said, "I hope that within this year, DB Insurance will announce meaningful changes so there will be no need for another shareholder proposal-driven vote next year." At Gabia, a record was set by putting a court-recommended, non-binding shareholder proposal on the general meeting agenda for the first time in Korea, which passed with a 61.4% approval rate. This was also the first instance of two directors appointed via shareholder proposal by ordinary resolution alone, without the 3% rule or cumulative voting. CEO Lee commented, "I hope this case will serve as a catalyst for more active use of non-binding shareholder proposals in the Korean capital market going forward." At Dentium’s general meeting, a shareholder proposal to set the directors’ remuneration limit was approved for the first time among listed companies. However, Align Partners noted that during the on-site review, they identified multiple cases with suspected proxy irregularities and announced plans to investigate these suspicions and consider legal action if necessary. With SoluM, rather than a vote, a comprehensive agreement was reached through negotiations with the largest shareholder. The agreement includes adjustments to the largest shareholder’s RCPS (Redeemable Convertible Preferred Shares) rights, securing a majority of independent directors on the board, and a transition to a professional management system. CEO Lee emphasized, "We will continue to provide active support and attention as shareholders so that SoluM can regain its rightful market evaluation as a leading global electronic components and ESL company." Although shareholder proposals were ultimately rejected at Coway and Aplus Asset, they gained overwhelming support from minority shareholders. Coway’s candidate, Park Yukyung, received approval from 50.1% of the represented shareholders, and the shareholder proposal for the appointment of an audit committee member at Aplus Asset also received majority support from minority shareholders. Regarding Aplus Asset, concerns were raised about the recent surge in insurance sector shareholdings and procedural delays in disclosure timing related to the general meeting. Align Partners stressed, "We will continue shareholder engagement activities until there is a fundamental change in attitude." Regarding Coway, CEO Lee stated, "Many of the shareholder proposals for Coway this year could have been voluntarily accepted by the board or settled through compromise," and added, "We will continue our shareholder engagement until Coway announces fundamental changes to improve capital allocation efficiency and board independence."

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4/2/2026

Randian Capital Joins Push for Overhaul at Snap

Investing.com (04/02/26) Juricic, Luke

Randian Capital, a New York-based retail activist firm, has intensified the pressure on Snap Inc (NYSE: SNAP) by issuing an open letter to Chief Executive Evan Spiegel. The firm, which holds economic exposure to over 160,000 shares through common stock and options, is calling for "urgent and aggressive actions" to reverse years of value erosion. The move follows a similar offensive by Irenic Capital Management, which launched a "Save Snap Now" campaign on Tuesday and disclosed a 2.5% economic interest in the social media firm. While the two firms are not partnered, Randian’s demands mirror Irenic’s focus on bloated costs and what it characterizes as a "governance vacuum" in Santa Monica. Randian’s proposal centers on the immediate separation of Spectacles, Snap’s augmented reality hardware venture, which it estimates has consumed $3 billion in investment. "It is imperative that Snap immediately separate Spectacles into an independent entity that is financed separately, allowing the core business to stand on its own merits," the firm stated in its letter. The investor also took aim at the company’s spending habits, specifically pointing to $1 billion in annual stock-based compensation and a $1.6 billion research budget. Randian argues that these outlays represent a "sustained destruction of shareholder value" given the lack of recent meaningful product enhancements and the stock’s 80% decline since its IPO. The firm’s formal turnaround plan outlines a rigorous path to operational efficiency, including a demand to leverage AI across the enterprise to enable a leaner model. Beyond cost-cutting, the plan calls for an immediate review of the organizational footprint and a commitment to total shareholder return as a core priority. Additional recommendations include the holding of a formal investor day to outline a credible strategy and the appointment of two new independent directors with founder-level experience. Randian also insists that if Snap cannot deliver value as a public entity, the board "should undertake a thorough review of strategic alternatives." A primary grievance for the investor remains Snap’s multi-class share structure, which grants founders Spiegel and Bobby Murphy total control while leaving public investors without a vote. "The absence of any shareholder governance has produced a predictably horrible total return," Randian noted in a social media post preceding the letter. To address this, the firm is urging the board to collapse the dual-class structure and restore shareholder enfranchisement to attract a stable institutional base. These recommendations align with Irenic’s view that the current structure prevents Snap from being included in major indices and increases the company’s cost of capital. “We thank Irenic for leading the charge, and hope management and the Board begin listening to frustrated and long-suffering shareholders,” Randian said in a statement to Investing.com. Randian, known for its involvement in the retail-led movement around Opendoor Technologies Inc (NASDAQ: OPEN) last year, as well as its turnaround plans for One Group Hospitality Inc (NASDAQ: STKS) and DocuSign Inc (NASDAQ: DOCU), intends to leverage its influence to organize retail investors. The firm has announced a "Snap Investor Town Hall" to be held live on X on April 6 at 7 PM EST to discuss its turnaround plan. "We believe retail investors need to make their voices heard to let Evan Spiegel know urgent and aggressive actions are needed to save the company," the firm wrote. By fostering a collective voice, Randian aims to force a strategic shift that it believes is long overdue for the social media pioneer.

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