6/23/2026

Kadokawa, Japan's 'Elden Ring' Powerhouse, Faces Battle Over CEO at Shareholder Meeting

Reuters (06/23/26) Nussey, Sam; Uranaka, Miho

Kadokawa (9468.T), the Japanese firm behind the dark epic "Elden Ring" video game franchise, is now facing a nightmare of its own: a shareholder who wants its CEO gone, wielding a big stake and proxy advisor support. The showdown will take place at Wednesday's annual general meeting and is being closely watched by investors in Japan, where shareholders have scored some significant wins as authorities pile pressure on companies to improve returns and corporate governance. In one camp, there is Takeshi Natsuno, 61 and chief executive since 2021 but under attack for declining profitability. He may have history on his side after garnering 90% of shareholder support at last year's AGM. Natsuno has also been backed by the company's board, which says removing him would create uncertainty while the company is trying to carry out reforms. Natsuno is facing off against Hong Kong-based Oasis Management, one of the most active investors in Japan. Oasis, which says it has been engaging with Kadokawa since 2020, is now the firm's largest shareholder with a 13.76% stake. While "Elden Ring" — a collaboration between veteran game director Hidetaka Miyazaki and "Game of Thrones" author George R. R. Martin — has been a massive success, Natsuno has been criticized for failing to capitalize on it. The 2022 action role-playing game is published by Kadokawa unit FromSoftware in Japan but by Bandai Namco (7832.T) overseas. That arrangement has led to "material profit leakage," says Oasis. Oasis is not alone in thinking it is time for a new person at the helm. "While it may take time to find a replacement for Natsuno, this is a challenge worth accepting," Institutional Shareholder Services said in its proxy report. Glass Lewis, another major proxy advisor, also recommends shareholders vote against the company's re-election proposal and in favor of the Oasis proposal, the investor said. Glass Lewis did not reply to a Reuters request for its report. Though a drop in shareholder support from 90% to below 50% would be extraordinary, some market participants say it could happen given the firm's poor performance. Kadokawa, a major force in manga, anime as well as video games, logged return on equity of just 0.5% last year compared to 9.4% in the year ended March 2022. In May, it reported annual operating profit that undershot its forecast despite an earlier downward revision. "Even without Oasis submitting a shareholder proposal, it has become a situation where institutional investors could easily make a no vote," said one market participant who was not authorized to speak to media and declined to be identified. And even if Natsuno retains his job, a sharp drop in support could increase pressure for changes sought by Oasis including more investment in big-name titles. Kadokawa has also been plagued with a raft of problems in recent years, including a data leak due to a ransomware attack and an admonishment from the Fair Trade Commission over its treatment of freelancers. Former chairman Tsuguhiko Kadokawa was convicted of Olympics-related corruption and given a suspended sentence. He is appealing and said last week he was bringing a lawsuit against Natsuno, seeking damages after Kadokawa released a report which the former chairman's lawyer says affects the case. Back in 2024, investors had big hopes for change at Kadokawa after it began talks with Sony (6758.T), but the entertainment giant ended up taking only a 10% stake. Sony declined to comment on how it might vote on Wednesday. Japanese companies are fielding a record number of proposals at this year's AGMs with proposals opposing company-nominated directors' appointments or nominating new candidates up almost threefold compared to 2024. Another highly watched vote will be at Kyocera (6971.T) on Thursday. Oasis, which has argued for the electronics manufacturer to divest unprofitable businesses, is now calling for Chairman Goro Yamaguchi's resignation.

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6/23/2026

Flashlight Capital Partners Engages Samsung S1 Corp in Test of S. Korean Governance Reforms

The Straits Times (06/23/26)

Flashlight Capital Partners is seeking changes to the board at South Korean security company S1 Corp (KRX: 012750), taking on a unit of the powerful Samsung conglomerate in an early test of corporate law reforms. The Singapore-based fund will also demand greater disclosures on how executives are selected and remunerated, and may push for a seat on the board, its CEO Sanghyun Lee told Reuters. Flashlight has built a stake of around US$40 million (S$51.83 million) in S1, reflecting some 2% of its market capitalization, Lee said, declining to be more specific. The campaign represents one of the first against an affiliate of Samsung – the biggest of many family-run “chaebol” conglomerates that dominate economic life in South Korea – since amendments were passed to the country’s Commercial Act in 2025, including stronger board accountability, mandatory treasury share cancellation and new independent director requirements. The revisions were designed to address the so-called “Korea Discount” – the tendency for local firms to have lower valuations than global peers due to the chaebols’ opaque structures. Flashlight plans to unveil a shareholder proposal around October calling for the appointment of independent directors, the creation of a share price target and five-year strategy, and the distribution of cash on S1’s balance sheet. Lee sent a letter on June 23 to its board outlining the demands. “Korea’s Commercial Act requires directors to treat all shareholders fairly and equitably,” Lee – a former Korea head at Carlyle Group – wrote in the letter, which was reviewed by Reuters. However, the board has “prioritized the interests” of Samsung Group (KRX: 005930), “while failing to give sufficient consideration to the interests of the remaining 80% of shareholders.” Samsung Group owns 20.6% of S1 shares, according to the company’s website. S1 also holds 11% of its own stock as treasury shares, a practice that critics say allows company management to exercise a defense against hostile takeovers. An S1 spokesperson said in a statement that the company will review “the best ways to enhance corporate value... in a balanced manner whenever any shareholder makes proposals for our development, and we will communicate with the market accordingly.” The spokesperson also cited record revenue and operating profit in 2025, and a dividend payout “well above the market average.” Samsung did not respond to Reuters request for comment. S1 shares have slumped throughout most of the past decade and are down 2.4% year-to-date, even as the KOSPI has almost doubled in 2026, hitting record highs as investors piled into memory chipmakers Samsung Electronics and SK Hynix (KRX: 000660). S1’s annual general meeting is usually held in March. Flashlight’s Lee criticized what he called a “revolving door” of CEOs, all of whom were picked from within the Samsung conglomerate, and none of whom had prior experience in the security industry. S1’s spokesperson said the company uses “a systematic evaluation and nurturing process based on internal regulations to identify multiple inside director candidates,” all of whom have “proven expertise and leadership.” Lee in 2022 launched a campaign against KT&G Corp (KRX: 033780), South Korea’s No.1 tobacco company, and ultimately succeeded in appointing a director to its board, marking a rare victory by an outside investor in a proxy battle in South Korea.

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6/23/2026

SPS Commerce Explores Sale Amid Investor Pressure, Sources Say

Reuters (06/23/26) Vinn, Milana

Supply chain software maker SPS Commerce (SPSC.O) is exploring a sale amid pressure from investors, according to three people familiar with the matter. The company is working with investment bank Morgan Stanley (MS.N) on the potential sale, which is expected to draw interest from private equity firms, the sources said, requesting anonymity to discuss confidential matters. Minneapolis-based SPS Commerce provides cloud-based software that helps retailers, suppliers and distributors manage logistics, inventory and electronic data interchange across their supply chains. It serves more than 50,000 customers globally, including retailers Walmart (NASDAQ: WMT), Costco (NASDAQ: COST), Macy’s (NYSE: M), Best Buy (NYSE: BBY), Adidas (OTCMKTS: ADDYY), and Hershey (NYSE: HSY). SPS Commerce faces pressure from investors, including Anson Funds and Irenic Capital, which disclosed stakes in the company in December and early April, respectively, and pushed for changes, including leadership shifts and a review of strategic alternatives, including a potential sale. In February, Anson reached a cooperation agreement with SPS that saw two new directors join the company's board and one current director step down. Shares of SPS Commerce have lost more than 80% over the last year, leaving the company with a market capitalization of roughly $2 billion. Investors have pulled back from software stocks due to the uncertainty over AI's impact on the sector. SPS Commerce has posted double-digit revenue growth in the past, including 18% in 2025, but the firm expects to increase revenue 6% to 7% in 2026. Investors have grown more cautious on software valuations and the sector’s outlook.

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6/19/2026

Korea Firms Pass Charter Changes Weakening Commercial Act Reform Push

Chosun Biz (South Korea) (06/19/26) Ji-young, Park

With South Korea's amended Commercial Act taking effect starting with this year's regular shareholder meetings, it appears that a raft of articles of incorporation changes that could undermine the intent of the amendment passed. Also, the average approval rate for shareholder proposal items at this year's regular shareholder meetings among the top 10 domestic equity managers was tallied at 54%. Align Partners Asset Management issued a report on the 18th titled "Key takeaways and improvement tasks for the 2026 regular shareholder meetings." Align Partners said in the report, "The number of companies targeted by shareholder proposals and the number of items were counted at 56 and 218, respectively (based on separate counting)." This is a sharp increase from 39 companies and 151 items a year earlier. Of these, 23 items passed, bringing the overall approval rate to about 11%. Align Partners analyzed that this "shows that interest in and demand for the exercise of shareholder rights and improvements in corporate governance continue to expand in the domestic capital market." However, it also appears that articles of incorporation changes that could weaken the intent of the amended Commercial Act passed with approval rates above 90%. Align Partners explained, "So-called 'three articles of incorporation changes'—flexible director terms, setting and reducing the cap on the number of directors, and allowing disposal of treasury shares for managerial purposes—were proposed at more than 10% of KOSPI 200 corporations and were mostly approved with high support of 92% to 100%." The National Pension Service and domestic proxy advisory firms generally issued opposing views on the items, but there were many cases in which overseas proxy advisors issued relatively supportive recommendations, according to the analysis. Align Partners also raised the need to strengthen the voting recommendation standards of overseas proxy advisors for the Korean market. According to Align Partners, the average approval rate for shareholder proposal items by the three domestic proxy advisors—Korea ESG Research Institute, Sustinvest, and Korea Institute of Corporate Governance and Sustainability—was about 67%, while the National Pension Service's average approval rate was 69%. However, the average approval rate of overseas proxy advisors was only about 26%. Align Partners said that, based on its review of their voting recommendation standards, the amendments to the Commercial Act implemented since last year did not appear to be fully reflected. It also said that the unique characteristics of domestic governance did not appear to be sufficiently incorporated. In addition, Align Partners examined voting records on shareholder proposals at this year's regular shareholder meetings by the top 10 domestic asset managers by equity custody balance—Samsung Asset Management, Mirae Asset Global Investments, Korea Investment Management, KB Asset Management, NH-Amundi Asset Management, Shinhan Asset Management, Midas Asset Management, Baring Asset Management, Truston Asset Management, and Kiwoom Asset Management—through the fund voting disclosure system, and found the average approval rate was 54%. This figure falls short of both the three domestic proxy advisors' average recommendation rate (about 67%) and the National Pension Service's average approval rate (69%). Lee Chang-hwan, head of Align Partners, said, "Despite the Commercial Act amendment and the new administration's will to reform the capital market, it is disappointing that articles of incorporation changes aimed at neutralizing that intent mostly passed with high approval rates at this shareholder meeting," adding, "If overseas proxy advisors' voting recommendation standards become more sophisticated and the systems related to shareholder meetings improve, there will be meaningful changes in foreign investors' voting and in corporate governance."

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6/18/2026

Chemicals Maker Ashland Pushed to Sell by Cruiser Capital Advisors

Bloomberg (06/18/26) Sun, Mengqi

Cruiser Capital Advisors is pushing Ashland Inc. to sell itself, increasing the pressure on the specialty chemicals company after another investor called for a sale earlier this month. Ashland has attractive assets, but it doesn’t have the scale to maximize shareholder value, Cruiser Capital told the company’s board in a letter reviewed by Bloomberg News. “This is the crux of our view, and the reason we believe a sale is not merely one option among many but the best risk-adjusted path forward,” according to the letter dated Wednesday and signed by Cruiser Capital Managing Partner Keith Rosenbloom and Director of Research Charles Rose. Rosenbloom and Rose argued that Ashland carries the full cost of a standalone public company, including corporate overhead, and certain buyers can reduce these costs and unlock synergies of at least $100 million. A representative for Ashland didn’t immediately respond to a request for comment. Ancora Alternatives said this month that a sale could boost Ashland’s share price by at least 30%. Ancora Alternatives President James Chadwick disclosed the campaign at the Wolfe Research Activist Conference. “While we have arrived at our views independently and through our own long history with the company, we find ourselves in substantial agreement with the central conclusions of that letter,” Rosenbloom and Rose wrote. Ashland makes additives and specialty ingredients that are used in products in the pharmaceutical and personal care markets, among others. The company, based in Wilmington, Delaware, reported a 48% year-over-year decline in its net income to $16 million for the quarter ended March 31. Shares of Ashland which slumped 18% in 2025, have gained 9.7% this year amid takeover chatter, giving the company a market value of $2.95 billion. Responding to Ancora in a statement last week, Ashland said its board and management team welcome diverse perspectives and constructive input from shareholders. The company also said it evaluates strategy on an ongoing basis. Rosenbloom and Rose said they believe that there is genuine interest in Ashland from both strategic and financial parties, particularly as an industrial investor that has a history of converting minority stakes into full acquisitions holds Ashland shares. They said that means “The buyer universe is real and the window is now.” Cruiser Capital is pushing Ashland’s board to retain independent financial advisers and start a review of strategic alternatives. It’s also asking the board to run a competitive process that involves strategic buyers and private equity firms and to not engage in preemptive or detrimental mergers or acquisitions. Cruiser Capital said it will start a proxy challenge by nominating a slate of dissident director candidates if the board isn’t engaged in a credible sale process by Sept. 15. Stamford, Connecticut-based Cruiser Capital previously waged a campaign against Ashland, sending a letter in 2018 saying the company was undervalued and nominating four directors. Ashland reached a settlement with Cruiser Capital in 2019 that added a director recommended by Cruiser Capital to its board.

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6/18/2026

‘Shut It Down’: Irenic Capital Management Wants Snap to Kill Its New $2,195 Product, but the CEO Isn’t Backing Down

Inc.com (06/18/26) Fearn, Georgia

Snap co-founder and CEO Evan Spiegel has spent more than a decade trying to build a new type of computer—one that people will wear on their faces. His $2,195 answer debuted Tuesday. However, the project immediately ran into two objections that could sink it: The glasses are expensive, and they are hard to ignore. The black “Specs” weigh between 132 and 136 grams and feature thick frames large enough to contain two processors, displays, cameras, and a battery. Specs are Spiegel’s attempt to build a second act beyond Snapchat’s advertising business. However, investor Irenic Capital Management, a shareholder in the company, is already demanding that Snap secure outside financing for the unit or shut it down. In March, the firm noted that the company has spent more than $3.5 billion on Specs and continues to burn about $500 million annually. Now the product meant to vindicate that spending risks being too costly—and too conspicuous—to attract the customers the business needs. Yet, Spiegel has cast such objections as short-term thinking. “While investors may want more short-term profitability, our job at Snap is to drive long-term profitability and the long-term success of the company,” he told Reuters following the launch. Snap told Inc. that it does not need to raise outside capital for Specs at this stage because the launch and investment roadmap are already incorporated into its broader financial planning. Yet, nevertheless, the company said it remains open to funding structures or partnerships that could accelerate growth or expand the Specs ecosystem. That position puts Snap directly at odds with Irenic, which has argued that the company should stop using its own balance sheet to finance the project. The glasses are arguably much more high-tech than many other options currently on the market. Specs can project full-color digital objects across a wearer’s view, operate without a phone or external computer, and provide a 51-degree field of view. Snap is positioning them between lightweight AI glasses and Apple's $3,499 Vision Pro. However, at 132 to 136 grams, Specs weigh roughly twice as much as Meta’s Ray-Ban Display glasses and offer up to four hours of mixed-use battery life. Avi Greengart, president and lead analyst at the research firm Techsponential, told Inc. that $2,200 is not a mainstream price for smart glasses that don’t connect consumers to an existing technology ecosystem. But he added the price is reasonable for developers and early adopters buying what is effectively a computer for the face. “Honestly, the bigger issue may not be price, but the way Specs look and feel,” Greengart said. Snap’s fashion-focused advertising campaign may help, he added, “but only to a point.” Snap says it does not expect Specs to immediately become a mainstream product. The company told Inc. that its initial rollout will target technology enthusiasts, creators, studios, and developers, before moving toward broader adoption as the hardware, software, and ecosystem mature. That strategy creates what Greengart calls the “chicken and egg problem” facing every new software platform. Developers must create compelling experiences before consumers have a reason to buy the hardware. But it’s difficult to find a reason to invest in a platform that doesn't currently have widespread consumer demand. “Even Apple has had trouble getting apps for Apple Vision Pro,” Greengart said. Snap will therefore need to build core applications itself and pay for them—or encourage important third-party developers to establish a baseline experience, he added. Snap has misread demand for eyewear before. In 2017, the company recorded $39.9 million in charges tied to unsold inventory and canceled purchase commitments for the original Spectacles. Those camera glasses cost $129.99. The new Specs are far more advanced; they're also almost 17 times as expensive.

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