5/5/2026

BBRC Pressures Victoria’s Secret With Proxy Challenge

Fashion Network (05/05/26) Braun, Jennifer

A major shareholder in Victoria’s Secret (NYSE: VSCO), Brett Blundy, is escalating pressure on the company’s board ahead of its upcoming annual meeting, calling for votes against the reelection of two long-serving directors. BBRC International, which holds a 13% stake and ranks as the company’s second-largest shareholder, announced plans to seek investor support to oppose the reelection of board chair Donna James and director Mariam Naficy at the June 11 annual meeting. In its campaign, the Australian retail entrepreneur and billionaire criticized entrenched leadership and governance shortcomings, arguing that James’ 25-year tenure on the board and its predecessor entities has compromised independence and decision-making. The firm pointed to a series of missteps, including succession planning challenges, strategic misalignment, and capital allocation concerns. The shareholder also took aim at Naficy’s role in the company’s $591 million acquisition of Adore Me in 2023. BBRC claims the deal has underperformed expectations, citing missed EBITDA and revenue targets alongside significant impairments and restructuring charges. While acknowledging recent improvements in share performance, BBRC argued that these gains do not offset years of underperformance. The firm emphasized that board refreshment is critical if Victoria’s Secret is to sustain a long-term turnaround under CEO Hillary Super. After 25 years, James' continued presence as a director is incompatible with the independent leadership this Company requires. Naficy’s presence on the board does not meet the standard of board-level capital allocation oversight that we believe stockholders should expect,” Blundy said in his letter.

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5/5/2026

TOMS Capital Investment Management Puts Public Pressure on Voya Financial to Seek Sale

Pensions & Investments (05/05/26) Pound, Jesse

TOMS Capital Investment Management (TCIM) criticized the leadership of Voya Financial (NYSE: VOYA) and called for outside firms to make a bid for the record keeper and asset manager, potentially setting the stage for the next fight in a busy mergers and acquisitions market for financial services. TCIM said in a May 4 statement that management missteps at Voya — whose retirement business had $728 billion in defined contribution assets, with an additional $360 billion in assets under management in the investment management division, as of Dec. 31 — have “eroded credibility” among investors and Wall Street analysts. “Despite the underlying strength of the franchise, Voya has deeply impaired its earnings multiple due to the lack of urgency and indecisiveness of management and the Board of Directors, particularly around the stop-loss business,” TCIM said in the statement, referring to a health insurance product that is part of Voya’s offerings to employers. As of May 1, shares of Voya had gained 40% over the past year. However, the firm’s reported loss ratios for the stop-loss product were above Voya’s stated long-term target in 2024 and 2025, its fourth-quarter earnings report showed. Voya declined to comment on the statement. The firm is set to report its first quarter earnings on May 5 and will hold a conference call with analysts the following morning. The pressure comes as consolidation has accelerated among money management firms as part of a push for scale. In 2025, there was $3.13 trillion of assets under management acquired in M&A deals, according to Pensions & Investments data, up from $560 billion in 2024. Deals have continued to materialize at a fast pace in the new year. The TCIM statement explicitly referenced two 2026 transactions: Trian Capital's $8 billion buyout of Janus Henderson (NYSE: JHG), and Nuveen's roughly $14 billion deal to buy Schroders (LON: SDR). Voya’s market cap is about $7.6 billion, according to Bloomberg data, putting a hypothetical deal in a similar financial ballpark as the Janus and Schroders moves. TCIM also said it was “one of the largest shareholders of Voya Financial” but did not say how many shares it owned. TCIM did not immediately respond to a request for more information. In a February securities filing, TCIM reported $1.4 billion in long equity positions as of Dec. 31, not including options, but did not list Voya as a holding. That suggests that TCIM has made the purchases since the start of 2026. The Financial Times reported in April that TCIM had bought Voya shares with an eye toward pushing for a sale.

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5/5/2026

CoStar CEO Andy Florance Buys Over 70,000 Shares Via Options

HousingWire (05/05/26) Han, Brooklee

CoStar Group (NASDAQ: CSGP) founder and CEO Andy Florance purchased over 70,000 securities belonging to his firm last Friday. A Form 4 filed with the Securities and Exchange Commission on Monday shows that Florance exercised his stock option for compensation. According to the filing, Florence acquired a total of 71,430 securities via two transactions, one which included 68,330 securities and a second that included 3,100 securities. The securities ranged in price from $34.67 to $36.00 per security. In total, Florance now directly owns 1,772,865.03 securities of CoStar Group. Last week, CoStar Group announced that it had delivered its 60th consecutive quarter of double-digit revenue growth, with revenue rising 23% annually to $897 million in Q1 2026. The firm also reported $3 million in net income, compared to a $15 million net loss a year ago. During the call, Florance addressed the investor campaign waged by investors Third Point and DE Shaw over the past year due to Homes.com's slow growth and the weaker performance of CoStar's core commercial real estate business. “[The activist campaign] over the last year did weigh heavily on Homes.com sales and potential partnerships,” he said. “Real estate leaders were reading a steady drumbeat of negative coverage. Nonetheless, we made durable progress through it. “With that distraction now behind us, we can now apply even more focused energy to accelerating Homes.com revenue and the revenue in every other business in the portfolio.” In early April, Third Point sold its CoStar shares. It remains to be seen what DE Shaw will do with its shares.

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5/5/2026

Asset Value Investors Turns Up the Heat on Rohto Pharmaceutical

The Armchair Trader (05/05/26) Fieldhouse, Stuart

Fund manager Asset Value Investors (AVI) has intensified its campaign against Rohto Pharmaceutical Co. (Tokyo:4527), escalating a year-long effort to push for strategic and governance changes by calling for the removal of the company’s chairman. The London-based investor said it would submit a shareholder proposal at Rohto’s annual general meeting in June seeking the dismissal of Kunio Yamada, a fourth-generation member of the founding family. The move marks a significant step-up in AVI’s “Awakening Rohto” campaign, which was launched in 2025 with the aim of unlocking what it sees as the company’s underappreciated value. Despite what AVI describes as “significant underlying strength” in Rohto’s core businesses = particularly its cosmetics and over-the-counter eye care divisions – the company’s share price has failed to reflect that potential. The activist attributes this in part to continued investment in regenerative medicine, a segment it argues lacks a clear path to profitability and has weighed on overall returns. “Continued investment in the regenerative medicine business…has again weighed on enterprise value this year,” said Kaz Sakai, head of Japan research at AVI. He added that a more focused strategy and improved capital discipline could help realize the group’s intrinsic value. Rohto’s diversification efforts have also come under scrutiny. Its 2024 acquisition of Eu Yan Sang, a Chinese medicine business, was completed at a substantial premium but has since been followed by downward revisions to performance. For AVI, this underscores concerns about capital allocation and strategic clarity. Underlying these criticisms is a broader governance argument. AVI contends that Rohto’s current management structure, with the chairman overseeing a dispersed portfolio of businesses, does not sufficiently align with guidance from the Tokyo Stock Exchange encouraging companies to be more conscious of their cost of capital and shareholder returns. The challenge to Yamada reflects a growing willingness among foreign investors to push for change at Japanese companies, particularly those with entrenched family influence and complex business portfolios. While Japan has seen a rise in shareholder activism in recent years, calls for the removal of senior executives remain relatively rare and often contentious. AVI has framed its intervention as constructive, noting that it has engaged with Rohto through private dialogue, letters and presentations since building its stake in mid-2024. The decision to escalate publicly, and now to seek boardroom change, suggests frustration with the pace of response. The investor has also published a detailed presentation outlining its case, arguing that Rohto’s current strategy risks obscuring the value of its more profitable and established divisions. By contrast, it believes a streamlined portfolio and clearer communication with investors would improve both valuation and market confidence. For Rohto, the coming months are likely to test both its governance framework and its willingness to adapt to shifting expectations among shareholders. The Tokyo Stock Exchange has in recent years encouraged companies to improve transparency, capital efficiency and returns, creating a more supportive backdrop for activist campaigns. Whether AVI’s proposal succeeds remains uncertain. Family influence and domestic shareholder support could prove decisive in resisting change. However, the campaign highlights the increasing scrutiny faced by Japanese corporates as global investors demand clearer strategies and stronger alignment with shareholder interests.

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5/5/2026

Victoria’s Secret Rebukes Major Shareholder in Proxy Fight

Wall Street Journal (05/05/26) Hart, Connor

Victoria’s Secret (NYSE: VSCO) accused one of its largest shareholders of pursuing a proxy fight after being denied a board seat, calling the effort a distracting campaign. The lingerie retailer said Tuesday that Australian billionaire Brett Blundy and his private-investment firm, BBRC International, are seeking to withhold votes against two directors at the company’s coming annual meeting. The move comes after Victoria’s Secret’s board twice rejected Blundy’s candidacy, concluding that his appointment would introduce “serious reputational, legal, conflict of interest and governance risks.” The comments mark an escalation in the company’s monthslong standoff with BBRC, which began building a stake in 2022 and has privately pushed for changes since 2024. Victoria’s Secret said it has engaged extensively with Blundy over several years. These talks were addressing a proposed compromise that included adding a mutually agreed director, considering his views in a review of capital allocation and creating a longer-term information-sharing arrangement. “Unfortunately, Mr. Blundy refused to meaningfully engage on a resolution that did not include his own appointment to the Board,” Victoria’s Secret said. The dispute comes as Victoria’s Secret seeks to turn around operations. Once a part of what is now Bath & Body Works (NYSE: BBWI), the company has struggled as a stand-alone public entity, facing uneven sales trends and pressure from investors to refresh the board and improve performance. Victoria’s Secret said it is building momentum under Chief Executive Hillary Super, who took over in late 2024 following previous stints at Savage X Fenty and Anthropologie. The company said total shareholder returns have risen 164% since announcing Super’s appointment, outperforming a retail benchmark and the peers used by research analysts. The company said it doesn’t currently intend to extend the shareholder-rights plan it adopted after BBRC built its position. That plan, commonly known as a poison pill, is set to expire May 18.

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5/4/2026

Stokes Camp Flexes Muscle at Southern Cross, Chairman Resigns

Australian Financial Review (05/04/26) Buckingham-Jones, Sam

Southern Cross Media (ASX: SXL) Chairman Heith Mackay-Cruise is resigning and handing over to a long-time ally of Kerry Stokes, as the businessman strengthens his grip over the radio and television empire. The billionaire Stokes family merged Network Seven owner Seven West (ASX: SWM) into Southern Cross earlier this year in a deal that did not require approval from the latter’s shareholders. The deal handed Stokes almost $200 million in tax credits, and suggested he was happy to walk away from the business, where he had wielded outsize influence for three decades. But the ouster of Mackay-Cruise, who had been the chairman of Southern Cross before taking the job at the merged company, indicates Stokes is reasserting control. He has been helped by Southern Cross shareholders, including Sandon Capital, which had requested a vote to remove Mackay-Cruise and two other directors. Mackay-Cruise will be replaced by Teresa Dyson, who had been on the Seven West board since 2017 before becoming a director of the merged company. Dyson is a tax adviser and a former partner at Ashurst and Deloitte who sits on the Takeovers Panel and the boards of Humm Group and Shine Justice. The change in chair is just one of a series of moves that suggest a stronger Stokes influence at Southern Cross, which owns the Seven Network, the Triple M and Hit radio networks, and West Australian Bruce McWilliam, a long-time Seven West executive, has bought a $14 million stake in Southern Cross – a little over 5% – and has made it clear he wants to join the board. He has been reaching out to major shareholders to buy more of the company. With Mackay-Cruise stepping down, Southern Cross said it was looking for “independent non-executive directors.” Given his long association with Stokes, this could potentially rule McWilliam out of a board position. Likewise, former NRMA chief executive and former Seven West chief operating officer Rohan Lund was appointed chief executive of Southern Cross, with former Southern Cross chief executive John Kelly missing out. Lund started on Friday and has wasted little time outlining his vision for the company to staff. “We need to hustle for the revenue we deserve. We need to reset our costs quickly so we have the capacity to do what we do best. We need to meet our audience on any device, at any time,” he wrote in an email. He is restructuring the newly merged company into three divisions – audio, publishing and television – according to people briefed on his plans who requested anonymity to speak more freely. The audio division would be led by Kelly and publishing by Seven’s former West Australian chief executive, Maryna Fewster. A television lead is being recruited, and Lund is considering bringing back Angus Ross, who ran Seven West’s television business until he was cut by Mackay-Cruise less than two months ago. Fewster and Ross were widely known to be close to Stokes. Lund and Dyson face steep challenges at Southern Cross. Free-to-air television revenue has been on a downward trajectory for years, although the Seven Network remains a dominant player. Seven and the Nine Network (owned by Nine Entertainment (ASX: NEC), publisher of The Australian Financial Review) command about 81% of metropolitan television revenue, which has fallen year-on-year in 43 of the past 48 months – down 10% a year, on average. Radio revenue is also declining, but far more slowly. The merger of Seven West and Southern Cross was meant to create a group with scale – it has about $1.8 billion in revenue and $215 million in earnings – that would appeal to investors. The opposite happened. Its market capitalization has fallen from around $430 million to just $287 million this year. Sandon’s chief investment officer, Gabriel Radzyminski, who last week lodged formal applications to remove Mackay-Cruise and fellow directors Ido Leffler and Marina Go, said he was pleased the chairman was leaving. “We look forward to engaging with the board and other shareholders about the long-term future of the company,” Radzyminski said. Mackay-Cruise will step down on June 30, while Leffler will stay until the annual meeting this year, the company said. Go, it noted, had the backing of SGH Limited (ASX: SGH), the ASX-listed industrials conglomerate which holds 20% of Southern Cross. He spent six years at Southern Cross, two of those as chairman. In his short tenure at the top of the combined company, he moved aggressively to rein in costs and cut those who he deemed unnecessary – the merger promised savings of $30 million. Days after the deal closed, he sacked Jeff Howard, the former Seven West chief executive who it was agreed would lead the combined group. Mackay-Cruise also removed Ross and Seven’s chief operating officer Trent Dickeson, as well as Seven’s human resources chief, Lucinda Gemmell, and Southern Cross’ chief legal officer, Sarah Tinsley. “I believe [Southern Cross] is well-positioned for the future, and it is the right time for me to move on to other challenges,” he said. In his note, Lund paid tribute to Mackay-Cruise and spoke of his enthusiasm for returning to the media. “There is something very special about working in media. It’s tumultuous and bumpy. It’s thrilling and joyous. I really missed it,” he said.

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5/4/2026

Norwegian Cruise Cuts Profit Forecast as Middle East Conflict Raises Fuel Costs

Reuters (05/04/26) Mistry Anuja

Norwegian Cruise Line (NCLH.N) cut its annual profit forecast on Monday, as the cruise operator battles with surging fuel costs linked to the war in Iran as well as tepid demand for its sea voyages, sending its shares down 6% in premarket trading. Global oil prices have jumped above $100 a barrel after U.S. and Israeli strikes on Iran led to the closure of the Strait of Hormuz, the Gulf's vital maritime chokepoint. More than $50 billion worth of crude oil supply had been lost since the start of the Iran war, according to Reuters calculations as of mid-April. Rivals Carnival (CCL.N) and Royal Caribbean (RCL.N) have also highlighted potential hits from rising fuel costs, and several global airlines have warned of jet fuel shortages. Meanwhile, the conflict has forced consumers to re-evaluate travel plans, particularly to Europe, Norwegian said, adding to revenue pressures for the company, which said its current booking range was below optimal due to execution missteps that led to shorter itineraries in the Caribbean. Norwegian now expects fiscal 2026 adjusted profit between $1.45 and $1.79 per share, compared with its prior forecast of $2.38. Its first-quarter revenue of $2.33 billion missed analysts' average estimate of $2.36 billion, according to data compiled by LSEG. Still, the company expects annual cost savings of about $125 million from its turnaround efforts under new CEO John Chidsey. It also sees full-year adjusted net cruise cost, excluding fuel, to be about flat, compared with a 1% rise in the year earlier. Chidsey, who took the helm in February, outlined a turnaround plan focused on tighter financial discipline and better execution. The changes follow pressure Elliott Investment Management, now Norwegian's largest shareholder, which resulted in the appointment of five new board members in March. "We see the guidance reduction as a potential clearing event, with management execution now doubly important to return NCLH to a positive earnings cadence," Jefferies (NYSE: JEF) analysts said in a note. The company reported quarterly adjusted profit of 23 cents, beating estimates of 14 cents.

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