1/7/2026

JPMorgan Cuts All Ties with Proxy Advisers in Industry First

Wall Street Journal (01/07/26) Pitcher, Jack

JPMorgan Chase’s (JPM) asset-management unit is cutting all ties with proxy-advisory firms effective immediately, amping up the pressure on an industry that recently has come into the Trump administration’s crosshairs. The unit, among the world’s largest investment firms with more than $7 trillion in client assets, has to vote shares in thousands of companies. This coming proxy season, it will start using an internal artificial-intelligence-powered platform it is calling Proxy IQ to assist on U.S. company votes, according to a memo seen by The Wall Street Journal. The bank will use the platform to manage the votes and the AI also will analyze data from more than 3,000 annual company meetings and provide recommendations to the portfolio managers, the memo said, replacing the typical roles of proxy advisers. JPMorgan thinks it is the first large investment firm to entirely stop using external proxy advisers, which provide much of the industry’s plumbing, the memo said. It previously had said it would stop using advisers for vote recommendations, relying on its in-house stewardship team instead. The firms, such as Glass Lewis and Institutional Shareholder Services (ISS), offer research, advice, and voting infrastructure to investment firms that need to cast thousands of shareholder votes each year. Their voting recommendations have long drawn the ire of corporate CEOs and other critics who claim they hold undue influence on shareholder votes and have business models that create conflicts of interest. In December, an executive order from the Trump administration called for securities and antitrust regulators to probe proxy advisers. JPMorgan Chief Executive Jamie Dimon has been one of the most outspoken critics, telling an industry gathering last spring that proxy advisers are “incompetent” and “should be gone and dead, done with.” ISS and Glass Lewis effectively form a duopoly in advising institutional investors on corporate-governance matters. Large investment managers have dedicated teams to research and make proxy-voting decisions, but smaller firms often rely more heavily on adviser services. In a statement on last month’s executive order, ISS said that it doesn’t dictate or set corporate-governance standards and its sophisticated institutional-investor clients make their own decisions. Glass Lewis, meanwhile, recently said it would no longer offer its “benchmark” voting recommendations to clients starting in 2027, referring to the firm’s main vote recommendations that are distributed broadly, focusing on tailored advice to individual clients instead.

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1/7/2026

Denny’s Shareholders Sue Over Pending Buyout

Restaurant Dive (01/07/26) Littman, Julie

Denny’s (DENN) is facing at least two lawsuits from shareholders who allege the company’s proxy statement related to its proposed sale was “false and misleading,” according to a filing submitted to the U.S. Securities and Exchange Commission this week. The company said it received multiple demand letters from reported shareholders alleging that its proxy statement was “deficient” and requesting additional disclosures prior to a Jan. 13 special meeting with stockholders. The demand letters also threatened lawsuits if issues with the proxy statement aren’t addressed. Denny’s said the claims made in the lawsuits and demand letters “are without merit.” Denny’s entered into a definitive agreement to be sold to a cohort of investors consisting of TriArtisan Capital Advisors, Yadav Enterprises, and Treville Capital Group for $620 million in November. The all-cash transaction is expected to close during the first quarter of this year and will take the company private. The lawsuits claim that the proxy statement didn’t disclose enough information for shareholders to make an informed decision over voting in favor of the transaction. According to the suits, Denny’s did not provide, or it misrepresented, financial projections as prepared by its management; did not disclose information around the financial valuation analysis provided by its financial advisor Truist Securities (TFC); and did not discuss potential conflicts of interest among company insiders. Shareholder plaintiffs wanted to know more information about the background of the deal. The company decided to provide additional information to shareholders to try and “moot the unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation,” according to the filing. Denny’s said the filing and the provision of more information did not constitute an admission that it needed to disclose more information. “To the contrary, the company specifically denies all allegations set forth in the Lawsuits and the Demand Letters that any additional disclosure in the Proxy Statement was or is required.” Denny’s has dealt with investor criticism in the past. Prior to its buyout, the chain faced pressure from investor JCP Investment Management last September. That investor wanted to meet with the board to discuss ways to increase the company’s value after several quarters of same-store sales declines.

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1/7/2026

GameStop Announces Stock Option Award for CEO Tied to Market-cap Target

Reuters (01/07/26)

GameStop (GME) on Wednesday unveiled a compensation package worth roughly $35 billion for CEO Ryan Cohen, hinging on a turnaround that requires him to lift the struggling video game retailer's market value more than tenfold and sharply boost its profit. Hitting the targets will require a significant shift at GameStop, as the brick-and-mortar store operator has been losing millions in revenue in recent years with gamers turning to the web for purchases. The company's annual revenue has plummeted more than 35% since 2022, while its stock price is down 80% from all-time highs hit in 2021, when it became a retail investor darling during the pandemic-era meme-stock rally. GameStop's new pay plan laid out lofty targets for Cohen, who is now tasked with growing the company's market capitalization to $100 billion and hitting $10 billion in cumulative performance EBITDA (earnings before interest, taxes, depreciation and amortization). Cohen will receive no guaranteed pay in the form of salary, cash bonuses or stock options under the package, the company said. GameStop currently has a market capitalization of $9.26 billion. It hit a record of about $34 billion in the 2021 meme stock rally. GameStop's shares rose more than 4% in early trading on Wednesday. The stock was the second-top trending name on Stocktwits, a website popular with individual investors. The award resembles the 10-year incentive plan approved for Elon Musk at Tesla (TSLA), under which his compensation is tied entirely to stock options that vest only if an ambitious market value target and other operating profit goals are met. GameStop said Cohen's package consists of stock options to purchase more than 171.5 million shares in GameStop at $20.66 per share. GameStop's market capitalization target represents a total award value of nearly $35 billion for Cohen, excluding an exercise cost of about $3.5 billion, based on Reuters calculations. A jump in GameStop's valuation would also benefit Cohen beyond the pay package. He is the company's second-largest shareholder with a stake of 8.3%, per LSEG data. Billionaire investor Cohen, who joined the GameStop board in January 2021 and became the CEO in September 2023, has steered the company through a period that saw its return to profitability through aggressive cost cutting, which included shuttering hundreds of stores. GameStop's package for Cohen is divided into nine tranches, with each tranche being eligible to vest after a specific goal. GameStop said its board has reached an agreement with Cohen on the award. Shareholders will be asked to approve the package at a special meeting expected to be held in March or April.

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1/6/2026

Six Flags to Sell $1 Billion in Senior Notes to Refinance Debt

Business North Carolina (01/06/26) Ellis, Kevin

Six Flags (FUN) plans to sell $1 billion in unsecured senior notes to refinance debt due in April 2027. The amusement park operator will use the proceeds, along with cash on hand, to pay off notes that have stated yields of 5.375% and 5.5%, according to a Securities and Exchange Commission filing Tuesday. The new senior notes come due in 2032. They take precedence over other debts in the case of financial trouble, including bankruptcy. Because they offer less risk, they often come with lower interest rates. The former Cedar Fair, which owned Carowinds in Charlotte, completed a merger with the larger Arlington, Texas-based Six Flags in July 2024, and moved the company headquarters to Charlotte. Cedar Fair had been based in Sandusky, Ohio. The combined companies are North America’s largest regional amusement park operator with 26 amusement parks, 15 water parks, and nine resort properties across 16 states, Canada and Mexico. The company also manages an amusement park in Saudi Arabia that opened Dec. 31 and is backed by that county’s public investment fund. Six Flags shares are down about 70% over the last year. Shares traded around $15.10 midday Tuesday, up 3%. Six Flags has a market capitalization of $1.5 billion. New York-based Jana Partners teamed with Kansas City Chiefs star Travis Kelce to take an approximate 9% stake in the company last year. Theme park veteran John Reilly became CEO of Six Flags in December.

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1/6/2026

Stick Investment Chairman Donghwan Do to Retire Before Shareholders' Meeting

Asia Business Daily (01/06/26) Minwoo, Lee

Donghwan Do, who led the major domestic private equity fund (PEF) management firm Stick Investment (026890), has effectively made his retirement official. He is expected to step down after the first regular shareholders' meeting of the year and to dispose of his shares as well. According to the investment banking (IB) industry on January 6, Chairman Do recently informed key members of his plan to retire. Having already expressed his intention to step back from the front lines at various events and internal meetings last year, he has now formalized a more specific timeline. Born in 1957, Chairman Do has reportedly mentioned on several occasions that he intended to retire at the age of 70. Since founding the independent investment firm Stick in 1996, Chairman Do has expanded its reach to include venture capital investment, growing it into the major domestic PEF management company Stick Investment as it is today. The firm has established itself as a manager of funds entrusted by major domestic institutional investors (LPs) such as the National Pension Service, the Teachers’ Pension, and the Private School Teachers’ Pension. Its cumulative assets under management exceed 9 trillion won, and it has invested in more than 110 companies. However, there are views that this retirement is not entirely voluntary. Since last year, the company has faced engagement from investors such as Align Partners, making it difficult for Chairman Do to maintain control. As of the end of last year, investors held a combined stake of approximately 26.20%, including Align Partners (7.63%), U.S.-based Millie Capital (13.48%), and Korea’s Petra Asset Management (5.09%). This surpasses the combined stake of Chairman Do (13.46%) and other key executives and related parties, which totals 19.07%. Given that investors have publicly demanded the cancellation of treasury shares and a generational shift, it will be difficult for Chairman Do to be reappointed as a director at the shareholders' meeting scheduled for March. Previously, Chairman Do attempted to resolve the situation by selling about 13% of treasury shares to bring in a white knight, but this plan fell through. As a result, it is seen that he had no other choice but to step down voluntarily. It is reported that not only is Chairman Do retiring, but he is also pursuing the sale of his stake. Some domestic companies and foreign asset management firms are said to have shown interest. An IB industry source said, "Chairman Do has mentioned changes in the governance structure not only to external parties such as LPs but also to key internal members, emphasizing the need to prepare future strategies," adding, "It seems that Stick Investment, a leading domestic PEF, is facing significant changes." Once Chairman Do steps down, Stick Investment is expected to be led for the time being by Vice Chairman Donggeol Kwak, who has been with Chairman Do since the company's early days, aiming for a smooth transition in governance. Vice Chairman Kwak’s term as an inside director runs until March 2027. The recent organizational restructuring is also interpreted as being in line with this transition. On January 2, Stick Investment elevated its growth capital and credit business units from divisions to departments, bringing them on par with private equity as key pillars of its business. This move is seen as an effort to decentralize power from Chairman Do and to balance the portfolio.

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1/6/2026

Comerica Shareholders Approve $10.9 Billion Deal with Fifth Third Bancorp

Reuters (01/06/26) Herbst-Bayliss, Svea; Basil, Arasu Kannagi

Comerica (CMA) shareholders on Tuesday approved a $10.9 billion sale to larger rival Fifth Third Bancorp (FITB), the two companies said, ignoring a hedge fund's calls to block the deal after having initially urged the bank to put itself up for sale. At the special meeting, a preliminary tally showed 97% of Comerica shareholders voted in favor of the deal while 2.2% voted against it, according to a source familiar with the matter. The merger, which the companies said is expected to close in the first quarter of 2026, will create the ninth-largest U.S. bank, with combined assets of $290 billion. It was also the biggest bank deal of 2025. The chief executives of both companies praised the shareholder vote and said the combination will benefit customers and investors. Reuters first reported news of the shareholder vote earlier on Tuesday. Fifth Third shareholders also voted on Tuesday, with a majority approving a proposal to issue stock in connection with the merger, executives said at the special meeting. HoldCo Asset Management, which originally pushed Comerica to put itself up for sale last year, ended up opposing the sale to Fifth Third. HoldCo said the bank rushed the sale to avoid a potential proxy fight and protect the CEO from an ouster, rather than to maximize value for shareholders. Investors, however, turned a deaf ear to HoldCo, voting overwhelmingly to accept the all-stock deal first announced in October. HoldCo did not return calls seeking comment. Last year, HoldCo made headlines by pressing a handful of regional banks for strategic changes and laying a path to what analysts have said may be fresh dealmaking in the banking sector where the pace has been slower than in other areas. Proxy advisory firm Institutional Shareholder Services, whose recommendations often guide big investors' votes on mergers or other hot-button issues like who will serve on the board, last month credited HoldCo for its role in the planned Comerica/Fifth Third merger. It wrote that HoldCo's planned campaign likely served as a catalyst in Comerica's decision to consider a transaction. It recommended that shareholders vote for the deal, citing the double-digit premium and Fifth Third's position as a stronger bank. With shareholders ratifying the transaction, the next step would be the remaining regulatory approvals for the deal to be completed. The deal last month secured regulatory approval from the Office of the Comptroller of the Currency. HoldCo is waging its battle against the deal in Delaware court, having sued both banks. The transaction, one of the biggest U.S. regional bank deals in the past decade, adds to Fifth Third's large presence in the U.S. Midwest and expands its growth prospects in Texas, Arizona, and California.

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1/5/2026

Hooker Furnishings Enters Board Agreement with GVIC

Seeking Alpha (01/05/26) Schultz, Clark

Hooker Furnishings Corporation (HOFT) announced it has entered into a cooperation agreement with Global Value Investment Corporation to work together in good faith to identify a mutually agreeable independent director with industry expertise within 45 days of signing the agreement. The agreement stipulates that once a new director is identified and properly vetted, the Hooker Furnishings board would increase its size from eight to nine and immediately appoint this new independent director to the board. "We are pleased to have reached this constructive outcome with GVIC, which we believe is in the best interests of our shareholders," stated Hooker Furnishings CEO Jeremy Hoff. "We look forward to welcoming an industry expert to our board to support our strategic vision and continue advancing our objective of delivering long-term profitable growth," he added. GVIC has been a significant, activist-style shareholder of Hooker Furnishings since 2020 and increased pressure on the board in regard to performance and governance in 2025. Separately, the company announced that Board Chair W. Christopher Beeler, Jr., has issued a notification that he plans to retire from the board at the 2026 annual meeting of shareholders and will not stand for re-election. Beeler’s decision not to stand for re-election was not a result of a disagreement with Hooker Furnishings. For its part, GVIC has agreed to vote all of its shares in favor of Hooker Furnishing's nominees at the annual meeting and has entered into other customary voting and standstill commitments until the earlier of 30 days before the nomination deadline for the 2028 annual meeting of shareholders and 120 days before the anniversary of the 2027 annual meeting. Shares of Hooker Furnishings are down 17.4% over the last 52 weeks.

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1/5/2026

Lululemon Charts Global Expansion amid CEO Hunt, Boardroom Battle

Business in Vancouver (01/05/26) Korstrom, Glen

Vancouver-based Lululemon Athletica Inc. (LULU) is starting 2026 with a significant corporate to-do list. The clothing retailer aims to expand its global presence, hire a new CEO and navigate a potential shake-up in its board of directors while an investor agitates for change. The company last month signed franchise partnerships for Greece, Austria, Poland, Hungary, and Romania. That came on the heels of a similar agreement with Tata CLiQ for India. The company told BIV on Monday that “all six new market entries will include physical store openings.” Up to now, online ordering has been limited in the new target countries. It is available in Poland, Greece, and Austria but not Hungary, Romania or India, the company said. When online access arrives for India, it will be via Tata CLiQ’s websites, Lululemon said. International expansion has been key for the B.C. brand, which operates in what it calls 30 "markets." It saw revenue in what it calls its “Americas” division, which is dominated by the United States and Canada, decline two per cent in the quarter ended Nov. 2. Its international revenue, in contrast, increased 33% thanks mostly to what the company said was “momentum” across mainland China, the Asia-Pacific region, Europe, the Middle East, and Africa. Lululemon founder Chip Wilson said in his 2018 book, Little Black Stretchy Pants, that he avoided opening stores in Europe in Lululemon’s initial international expansion because of labor laws. “I felt that their rules around hiring, firing, lunch breaks, vacation, cost of benefits and the threat of legal ramifications created mediocrity at the retail level in Europe,” he said in the book. Wilson has since purchased a large stake in Finland-based Amer Sports (AS), which has an extensive European footprint among its many brands. News of Lululemon's intended international expansion comes amid leadership uncertainty for the 28-year-old company that Wilson founded with a store on Vancouver’s West Fourth Avenue thanks in part to money he made selling his stake in his first foray into fashion: Westbeach. Lululemon last month said CEO Calvin McDonald will leave his post at the end of January and stay as an advisor until the end of March. The company is conducting what it called a “comprehensive” search for a new CEO while Elliott Investment Management LP is pushing for it to name former Ralph Lauren Corp. (RL) executive Jane Nielsen to the post. Elliott has amassed a stake in the company worth more than US$1 billion. Wilson’s stake is worth more than US$2.2 billion, based on him late last year owning 8.7% of the company, and the company having a US$25.39 billion market capitalization as of Monday morning.

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