4/29/2029

Shareholder Activism in Asia Drives Global Total to Record High

Nikkei Asia (04/29/29) Shikata, Masayuki

Activist shareholders had their busiest year on record in 2024, with the Asia-Pacific region making up a fifth of campaigns worldwide, pushing some companies higher in the stock market and spurring others to consider going private. The worldwide tally of activist campaigns rose by six to 258, up by half from three years earlier, according to data from financial advisory Lazard. Campaigns in the Asia-Pacific tripled over that period to 57, growing about 30% on the year. Japan accounted for more than 60% of the regional total with 37, an all-time high. Activity is picking up this year as well in the run-up to general shareholders meetings in June. South Korea saw 14 campaigns, a jump of 10 from 2023. Critics say South Korean conglomerates are often controlled by minority investors that care too little about other shareholders. Australia and Hong Kong saw increases of one activist campaign each. North America made up half the global total, down from 60% in 2022 and 85% in 2014. Europe had 62 campaigns last year. The upswing in Japan has been fueled by the push for corporate governance reform since 2013 and the Tokyo Stock Exchange's 2023 call for companies to be more mindful of their share prices. The bourse has encouraged corporations to focus less on share buybacks and dividends than on steps for long-term growth, such as capital spending and the sale of unprofitable businesses. Demands for capital allocation to improve return on investment accounted for 51% of activist activity in Japan last year, significantly higher than the five-year average of 32%. U.S.-based Dalton Investments called on Japanese snack maker Ezaki Glico (2206) to amend its articles of incorporation to allow shareholder returns to be decided by investors as well, not just the board of directors. Though the proposal was rejected, it won more than 40% support, and Glico itself put forward a similar measure that was approved at the following general shareholders meeting in March. U.K.-based Palliser Capital took a stake last year in developer Tokyo Tatemono (8804) and argued that more efficient use of its capital, such as selling a cross-held stake in peer Hulic, would boost corporate value. Activist investors are increasingly seeking to lock in unrealized gains from rising land prices, reaping quick profits from property sales that can go toward dividends. Companies in the Tokyo Stock Exchange's broad Topix index had 25.88 trillion yen ($181 billion at current rates) in unrealized gains on property holdings at the end of March 2024, up about 20% from four years earlier. After buying into Mitsui Fudosan (8801) in 2024, U.S.-based Elliott Investment Management this year took a stake in Sumitomo Realty & Development (8830) and is expected to push for the developer to sell real estate holdings. This month, Dalton sent a letter to Fuji Media Holdings (4676), parent of Fuji Television, calling for it to spin off its real estate business and replace its board of directors. Activist campaigns have sparked share price rallies at some companies. Shares of elevator maker Fujitec (6406) were up roughly 80% from March 2023, when it dismissed Takakazu Uchiyama -- a member of the founding family -- as chairman under pressure from Oasis Management. The rise in demands from activists "creates a sense of tension among management, including at companies that don't receive such proposals," said Masatoshi Kikuchi, chief equity strategist at Mizuho Securities. Previously tight cross-shareholdings are being unwound, and reasonable proposals from minority investors are more likely to garner support from foreign shareholders. Some companies are going private to shield themselves from perceived pressure. Investments by buyout funds targeting mature companies in the Asia-Pacific were the highest in three years in 2024, according to Deloitte Touche Tohmatsu. Toyota Industries (6201) is considering going this route after facing pressure from investment funds last year to take steps such as dissolving a parent-child listing with a subsidiary and buying back more shares. Toyota Industries holds a 9% stake in Toyota Motor (7203). The automaker "may have proposed having [Toyota Industries] go private as a precautionary measure," said a source at an investment bank.

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10/14/2025

Trump's Tylenol Claims Limit M&A Options for Parent Company Kenvue

Reuters (10/14/25) Summerville, Abigail; Herbst-Bayliss, Svea

Kenvue (KVUE) was already having a painful year before U.S. President Donald Trump and his health secretary got involved. Starboard Value took aim at the company about a year ago, forcing the Band-Aid and Benadryl maker to settle a potentially costly and time-consuming fight by naming the hedge fund's CEO, Jeffrey Smith, and two other directors to the board in March. Other unhappy investors weren't mollified by the board refreshment, including Daniel Loeb's hedge fund Third Point, which quietly built its own stake in April. In mid-July, Kenvue's board ousted its CEO after already replacing its chief financial officer and launched a strategic review of its operations, which sources say could include a sale or breakup of the company that had been spun off from health care conglomerate Johnson & Johnson (JNJ) in 2023. Then news leaked on September 5 of a report that Health Secretary Robert F. Kennedy, Jr. planned to release linking its popular painkiller Tylenol to autism, driving shares down 9% that day. Arguably the biggest blow came on September 22, when Trump told people to stop taking Tylenol. Flanked by Kennedy at a rare Roosevelt Room press conference, he told America: "It's not good." The Food and Drug Administration, part of Kennedy's Department of Health and Human Services, that same day said it was slapping a new warning on Tylenol labels reflecting safety concerns that its active ingredient, acetaminophen, could cause attention-deficit/hyperactivity disorder and autism in children whose mothers took it during pregnancy. That claim was refuted by influential medical groups and dismissed in federal court for its lack of scientific evidence. The Trump administration's statements have cost Kenvue some $10 billion in market value and prompted investors to steer clear of the company, for now, analysts and investors said. The presidential spotlight created a public relations firestorm for Kenvue, which has a market value of roughly $30 billion. It could create new legal dangers and complicate any strategic plans for the company, which also owns Neutrogena, Listerine and Zyrtec among several popular household products. Plaintiffs are appealing a federal judge's 2024 dismissal of lawsuits bundled into multi-district litigation that alleged Tylenol or generic versions caused autism. The judge ruled that they failed to support their conclusions with scientific evidence. "In 25 years or so doing this work, I’ve never seen the president, the HHS secretary, and the FDA commissioner join hands in common cause with the plaintiffs’ bar and use the bully pulpit of the White House to promote the interests of a legal case,” said Bob Chlopak, managing partner at Vision360 Partners, a firm that specializes in crisis communications. Kenvue's strategic review committee is considering a broad range of options, including a sale of the company or sale or spin-off of its struggling skin health & beauty unit, which contains household brands like Neutrogena, Aveeno, and Clean & Clear, people familiar with the company's thinking said. Finding a buyer for the full company would be much harder now with several dealmakers saying the company is “unsellable” until all Tylenol claims are resolved because buyers would worry about litigation risk and a prolonged drop in sales at one of the biggest brands. “In our view, the company’s current structure makes (a full sale) unlikely, but a more focused OTC and skin care business could eventually become a target,” a July HSBC research note said. Other consumer giants including Kellogg and Kraft Heinz (KHC) have opted for separation to create more streamlined businesses. Last month, Kraft Heinz announced it will separate into two independent, publicly traded companies: Global Taste Elevation and North American Grocery. There is already interest in Neutrogena and Aveeno, sources said, but so far Kenvue has only been willing to part with its non-core skin health & beauty brands. The skin health & beauty unit could be worth $6 billion to $9 billion, analysts say, despite the segment's falling revenue. That's a large bite for any company or private equity firm, but some have turnaround ideas for brands like Neutrogena, which Kenvue has poured advertising dollars into this year, sources said. Neutrogena has struggled to win over Gen Z consumers and lost market share to competitors like L'Oreal's CeraVe, which in 2021 usurped the title of the No. 1 recommended skin care brand by dermatologists. If Kenvue were to sell or spin the skin health & beauty unit, the remaining company might be worse off without profitable segments to balance potential losses from its Tylenol litigation. Ashley Keller, who represents families in the class action dismissed last year, submitted the Trump administration's latest actions as supporting evidence in an appeal before the 2nd U.S. Circuit Court of Appeals in Manhattan. Kenvue could face substantial damages if the appeals court sides with plaintiffs, worrying investors. The appellate court is using a legal standard that allows it to overturn the dismissal only if the panel of judges finds the prior ruling to be "plain error," unreasonable, or completely out of bounds," lawyers and analysts said. A ruling is expected by the end of March. The solution to the Tylenol problem might just be time, analysts said, but board committees typically try to wrap up strategic reviews in a matter of months.

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10/10/2025

Post-Proxy Season Trends in Corporate Activism: A Strategic Recalibration

Nasdaq (10/10/25)

The 2025 proxy season revealed significant shifts in shareholder engagement and governance practices. For board members, understanding these developments is essential to effectively address evolving investor expectations, regulatory complexity, and the rise in off-cycle activism. The 2025 season saw governance fundamentals reclaim the spotlight. Proposals to eliminate supermajority voting and declassify boards gained momentum, while social and environmental proposals saw waning support — unless directly tied to business strategy and material long-term value creation. This strategic link is essential, reflecting investor priorities around sustainable growth and resilience over short-term gains. The surge in reincorporation proposals required shareholders to scrutinize state law provisions and the fine print of charters and bylaws, underscoring the importance of understanding fiduciary duties as defined across different states. Trend has contributed to the renewed investor focus on governance fundamentals — and boards should evolve with intention. The traditional seasonality of activism is changing. “This was one of the most active seasons for campaigns,” notes Avinash Mehrotra, Co-Head of Americas M&A and Global Head of Activism & Raid Defense at Goldman Sachs. He cites earlier launches, faster settlements, and intensified withhold efforts. Campaigns are increasingly led by new and occasional activists, often surfacing six to nine months before nomination windows. Boards must proactively monitor vulnerabilities year-round to close governance gaps and address shareholder concerns around underperformance. Activists often target and exploit pressure points like capital return, business focus, and M&A activity. Mehrotra advised regular self-assessments against these top activist demands to determine if any adjustments to business strategy are warranted. First-time activism from traditionally long-only investors has also emerged as a key theme. In the first half of 2025, one in three high impact campaigns involved a first-time activist. Subtle shifts in investor behavior, such as ownership patterns, derivative activity, and tone can signal activist intent well before a public campaign. Shareholder activism is not just a reaction to poor stock performance but an evolving investor strategy in response to global economic conditions, market volatility, and sector-specific opportunities. Direct, continuous engagement with investors to better understand their perspectives can help surface concerns before they escalate. “The most effective boards have already thought through scenarios and can clearly explain their path to shareholders,” noted Keith. Ultimately, board preparedness is no longer seasonal—to successfully forestall activist intentions, preparedness is a year-round discipline. Changes in SEC regulations, particularly around 13D and 13G filings, have transformed shareholder engagement. The risk of being reclassified from passive to active has made many asset managers more cautious in company interactions. This shift is especially evident in sensitive situations, such as failed say-on-pay votes or activist pressure. Companies are rethinking how they engage with large shareholders and respond to emerging threats. A key takeaway from the 2025 season: proactive board engagement and strategic composition are essential. Boards should maintain regular investor dialogue, with a focus on capital allocation and strategic alignment. “Go beyond board meetings,” advises Mehrotra. “Not every director needs to engage with investors regularly, but a subset should lead that dialogue.” Transparency and context around board decisions reduces vulnerability to activist narratives.

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10/9/2025

Victoria’s Secret Is Desperate to Learn How to Sell Bras Again

Bloomberg (10/09/25) Meier, Lily

Victoria’s Secret’s (VSCO) decade-long identity crisis has vexed at least four CEOs. Its latest leader, Hillary Super, thinks the solution is straightforward: Get back to selling bras. To do that, the company is attempting an image makeover. A visitor to its stores during its heyday would’ve been hard-pressed to miss its satiny pushups with the lascivious tagline: “Instantly adds 2 cup sizes!” Today, front and center are the “barely there” FlexFactor and “lighter than air, totally supportive” Featherweight series. It’s not just the styles — comfortable, sporty and full coverage — that have shifted, but the whole vibe, as it were. No more dim, boudoir-style lighting that once defined the brand. What were once black ceilings and walls are now painted a pale blush. Bras are “the emotional heartbeat of our business,” Chief Executive Officer Super said in an interview. “The direction of bras is the direction of the company.” Super is the latest CEO working to regain the brand’s cultural cachet and, more pressingly, the faith of investors. Victoria’s Secret & Co. has lost more than half of its market value in four years. Today, it’s hovering just over $2 billion, with shares down about 27% this year. Investors have laid the blame on the board and Super, who was lured away last year from Rihanna’s Savage X Fenty with a $1.2 million salary and a $ 1 million signing bonus. In one letter, activist Barington Capital called out Super’s “troubling lack of strategic focus.” “It seemed at times that Victoria’s Secret was stuck in a tunnel without any light at the end of it,” said Neil Saunders, managing director at GlobalData, a research and consulting firm. It’s those criticisms that Super and her team are now responding to. Her team’s strategy will be tested at the Victoria’s Secret Fashion Show next week. The event has come to embody the core of the company’s existential crisis: What was once a global phenomenon is now considered by many as outdated and retrograde. The board had at one point considered killing the fashion show for good, according to people familiar with those discussions, but the live event will be back for a second year in a row after a hiatus. It has cost about $35 to $40 million to put on, according to those people. Super says the focus on bras means they will be “front and forward” at the fashion show, too. Last quarter, Victoria’s Secret boosted its outlook for the year and now expects to have its best annual sales in three years. Bras were a bright spot, the company said, highlighting the success of its FlexFactor release. It doesn’t break out sales data for that category, but Super said that it was the first time in years that a new launch drove customers to buy more of its other styles.

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10/9/2025

Activist Investors are Set to Take Down a Record Number of CEOs this Year, Barclays Says. The Record is Only a Year Old.

Fortune (10/09/25) Lichtenberg, Nick

Activist investors are on track to topple more CEOs in 2025 than ever before, according to Barclays’ latest quarterly review of shareholder activism. In a sign of the heightened pressures that CEOs face, the record was only set last year, the bank notes. It adds to the emerging picture of what executive placement firm Challenger, Gray & Christmas, an authority on both layoffs and CEO hiring trends, called “the rise of the CEO gig economy” earlier this year. Barclays data show that in 2024, a record 27 CEOs of major global companies resigned or were forced out in the wake of activist campaigns — nearly tripling the numbers from just a few years ago. That figure, already the highest on record, is expected to be eclipsed in 2025 as the focus on CEO accountability intensifies, with 25 CEOs resigning year to date after coming under activist pressure, with 20% of the departures occurring at S&P 500 companies. Boards, wary of appearing complacent, have been shown to take action even before activist threats hit the headlines. In 2024, high-profile exits at firms like Lamb Weston and Kohl's occurred amid mounting pressure, while at Boeing (BA), Nike (NKE), Stellantis (STLA), and Hertz (HTZ), CEOs departed before an active campaign ever materialized. This marks a cultural shift: Board representation by activists is often a prerequisite for CEO change, but even the mere presence or suggestion of activist activity may be enough to trigger a swift ouster. The success of activist campaigns in securing CEO departures is tied to operational missteps and lagging shareholder returns. Activists typically strike after six quarters of trailing performance — a post-pandemic climate in which leaders can no longer blame COVID-era uncertainties for missed targets. Whether it's overestimated growth in online retail or failed M&A plans, CEOs are finding themselves held directly accountable for execution — not just strategy. What's changed is both the frequency and the intensity of these campaigns. U.S. companies valued at over $500 million saw activist campaigns surge by 90% quarter over quarter in Barclays' most recent report, a reversal of the typical slowdown in the summer season. Overall, U.S. campaign activity has been 23% higher than in 2024 year to date, supported by this “unusually busy” third quarter. Boards are now acting faster and more decisively. Where previous years saw them negotiate or install dissident directors, 2024 and 2025 have shown boards are quicker to act. This is reshaping the very nature of CEO tenure: The window to deliver results is shortening, and tolerance for underperformance is vanishing. Activist board seats have also reached new highs: 98 year to date, a 17% increase. Major activists Elliott, JANA, and Starboard comprise nearly 38% of all these, with Elliott winning nine seats alone in the quarter. Increasing activist success is also correlated with what Barclays considers “improved quality of independent directors,” calculating that 39% of them have public company CEO or CFO experience, and 73% have public company director experience. The Barclays report signals that the wave of CEO departures is not a fleeting anomaly but the new normal, propelled by emboldened activists and increasingly impatient boards. With President Trump's deregulatory administration in power and M&A scrutiny easing, the mix of liquidity and economic optimism is giving activists even more ammunition — ensuring that CEOs remain firmly in the crosshairs.

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10/8/2025

PepsiCo Chief Under Pressure as Elliott Management Pushes for Change

Financial Times (10/08/25) Barnes, Oliver; Meyer, Gregory; Speed, Madeleine

Ramon Laguarta was not widely known when he became PepsiCo’s (PEP) chief executive in 2018, a veteran operator who had spent most of his career in Europe. His low profile stood in contrast to his former boss Indra Nooyi, one of few immigrant women atop corporate America and a regular at Davos with a keen eye for public relations. Laguarta is now in the spotlight, willingly or not. Like Nooyi before him, he is staring down an activist investor agitating for a shake-up of the drinks and snacks powerhouse that owns brands such as Gatorade, Doritos and its namesake Pepsi cola. The 29-year PepsiCo veteran on Thursday will face investors for the first time since hedge fund Elliott Management went public with a $4 billion stake in the company last month, one of its biggest investments. Thursday’s third-quarter results will be scrutinized for signs of how Laguarta will respond to Elliott's demands. The earnings presentation is expected to be Laguarta's last before the deadline for Elliott to wage a proxy contest at the end of November. How he rises to the challenge may determine whether the hedge fund takes that path. The activist's 75-page slide presentation asserts that weakening sales and profit margins in PepsiCo's North American businesses and an unwieldy product portfolio have put it at a disadvantage to rival Coca-Cola and other competitors, wiping away more than $40 billion in market capitalization over the past three years. “I think he's going to get a real test here on his leadership and his resolve,” said Kevin Grundy, a senior consumer goods analyst at BNP Paribas. Elliott's case against PepsiCo is less dramatic than Nelson Peltz's demands for Nooyi to engineer a full break-up more than a decade ago. Nooyi, who promoted a lofty agenda of “performance with purpose,” resisted those calls, but after a two-year stand-off agreed to give Peltz's hedge fund Trian Management a board seat in 2015. A few years later, she left the top job. Whether Laguarta decides to play peace broker or dig in may yet define the tactics that Elliott decides to deploy. Marc Steinberg, the Elliott portfolio manager leading the PepsiCo investment, last year masterminded one of the most conciliatory campaigns in Elliott's history, reaching a speedy détente with industrials giant Honeywell (HON) after taking a $5 billion position. The company has since added Steinberg to its board. Since Laguarta became chief executive, PepsiCo's revenue has increased by nearly 40%. He has divested poorly performing brands such as Tropicana and Naked Juice while making more than $10 billion in acquisitions, according to data from S&P Capital IQ. But over the course of his tenure he became overly focused on quarterly earnings, according to several former executives. He has struggled to sell colleagues and investors on his vision of how to respond to changing consumer habits, such as the impact of weight-loss drugs on taste preferences, rattling the wider consumer sector, the executives said. He has rankled some of his senior colleagues, in particular by involving his wife Maria in corporate affairs, including strategy meetings and retreats on several occasions, according to people familiar with the matter. His wife also played a role in promoting PepsiCo's culinary initiatives, which explained how its products could be used in home recipes. Laguarta has acknowledged a need for a turnaround and has taken steps that include shuttering two snack manufacturing plants to adjust to shrinking U.S. demand. “Under Ramon's leadership, PepsiCo has taken a series of steps to best position the company for the long term,” the company said in a statement, pointing to cost-cutting efforts, investments in core brands such as Gatorade and Walkers crisps and the growth of the international business, which has averaged 10% annual growth over the past five years. “Maria is passionate about PepsiCo and our products, and is an advocate for the culinary aspects of our portfolio,” the company added. Elliott expressed its “deep respect for the company and its leaders” in a letter to PepsiCo's board last month, but said investors were skeptical of the company's prospects. Charts in Elliott's presentation show how PepsiCo has been outpaced by rivals Coca-Cola and Procter & Gamble, set roughly over the timeline of Laguarta's seven-year tenure. The hedge fund also called for better corporate oversight and accountability, hinting at the appetite for a board refresh. The first part of Laguarta's reign looked good. Consumers binged on PepsiCo's fizzy drinks and snacks while locked down during the Covid-19 pandemic, and the soaring price inflation that followed drove its market capitalization to an all-time high of more than $260 billion in 2023 — tantalizingly close to surpassing Coca-Cola's (KO) market value. But by the end of 2023 the momentum came out of the business as snack and drinks sales in North America began to decline, as higher prices finally drove away some consumers. Now PepsiCo is valued at $90 billion less than its rival. Elliott draws brutal comparisons to Coca-Cola, highlighting PepsiCo's relentless soda sales declines. Elliott pinpoints Coca-Cola's decision to farm out beverage bottling to independent companies as key to its continued success, and argues PepsiCo should do the same with its mostly in-house North American bottling system. Elliott also called for PepsiCo to sell off legacy food brands that it contends no longer fit its snack-heavy portfolio, such as Pearl Milling baking mixes and syrups, and breakfast cereals such as Cap'n Crunch. Proceeds could be reinvested in acquisitions of high-end or healthy snacking brands, Elliott added. PepsiCo added in its statement that Laguarta has “repositioned the portfolio” through acquisitions, including of prebiotic soda company Poppi and healthy tortilla chips brand Siete Foods. Some PepsiCo investors have endorsed Elliott's ideas, but questioned whether they differ from changes already under way inside the company. “I appreciate Elliott's suggestions as they correspond with many of the ideas the current management has,” said Kai Lehmann of Flossbach von Storch, a large PepsiCo shareholder. Still, he said the company “needs a greater sense of urgency as PepsiCo risks falling behind.” In a statement last month, the company said it was reviewing Elliott's proposals as it “maintains an active and productive dialogue with our shareholders.” A former executive close to Laguarta said the company's previous experience with activism may mean it is better prepared this time around. “They didn't pick an easy target,” said the person.

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10/8/2025

Performance Food Seems to Warm to Rival US Foods in Play to Create Behemoth

Reuters (10/08/25) Herbst-Bayliss, Svea; Summerville, Abigail

US Foods (USFD) has long had its eye on rival Performance Food (PFGC), arguing a potential tie-up between the nation's No. 2 and No. 3 food service distributors could lead to more growth, challenge industry leader Sysco (SYY) and cut costs for consumers. But over the summer, overtures from US Foods, which supplies restaurants, hospitals, and universities with everything from beef to butter, were rebuffed by Performance Food CEO George Holm, who told analysts there was "no basis" to engage. Now the mood seems to be shifting. Two notable recent developments — a new board member and an information sharing agreement between the companies — raise the odds of a deal, lawyers, bankers and analysts said. The first sign of a thawing came in mid-September when Performance Food said it signed a "clean team agreement" with US Foods that lets the two competitors share sensitive financial information while safeguarding confidential information. Outside advisers are permitted to review financial information like pricing, costs, customers and sales strategies, among other data in a process that can take months and is often seen as a critical step to a successful merger, industry analysts, lawyers and bankers said. Another hint that a merger may be on the table, Performance Food publicly disclosed the arrangement in a press release even though such agreements are traditionally kept confidential. Clean team agreements have been instrumental in paving the way for mergers in other industries, analysts and lawyers said. The news sent Performance Food's stock price up nearly 3% when it was announced on September 16. A week later, Performance Food said it was adding hedge fund Sachem Head Capital Management's founder Scott Ferguson to its board and giving him a seat on the committee that would discuss any deal. Ferguson, who once served as a director at US Foods, began building the fund's roughly 2% stake in Performance Food during the third quarter and quietly began pushing the company to pursue a merger with its rival. In late August, Ferguson ratcheted up the pressure by nominating four director candidates, including himself, to the Performance Food board. This threatened the kind of bitter proxy fight that vaulted Ferguson onto the US Foods board in 2022 and cost former US Foods CEO Pietro Satriano his job the same year. From the start, the tone was more congenial at Performance Food and it took just five weeks to settle a potentially costly and time-consuming fight. CEO Holm immediately reached out by email to Ferguson to make time to interview him and the other director candidates, hinting at a personal willingness to at least talk about a deal after having been set against it earlier, people familiar with the matter said. Ferguson made clear he was going to keep up the pressure by not backing off his proxy fight after the clean team agreement was announced. Word also filtered back to the Performance board that Ferguson was more helpful than harmful as a US Foods director and generally sought compromise over conflict, according to two people familiar with the board's thinking. Since May 2022, when Ferguson joined the US Foods board, through today, the company's stock price has climbed 130%. Ferguson left the board in early 2024 and the fund does not own any US Foods stock now, a person familiar with the matter said. Along with other winners, US Foods has boosted Sachem Head's performance. Since January, the fund has returned 25%, according to a person familiar with the firm's performance. The shares of Performance Food and US Foods have climbed by 19% and 12% so far this year. Whether a deal will be reached remains to be seen, analysts and investors agreed. Peter Saleh, managing director at financial services company BTIG said, "from a regulatory standpoint, they might just squeak in under the 30% hurdle that the government is looking for on national accounts." But Barclays analyst Jeffrey Bernstein wrote last month that Performance Food has "strong fundamental momentum, and therefore a combination may not prove necessary/essential in the short-to-medium term."

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10/7/2025

National Security Seen as Next Target for Activist Investors

Bloomberg (10/07/25) Tse, Crystal

National security, law firm Cleary Gottlieb warns, is shaping up to be the next line of attack for activist investors. The government seeing “economic security as national security” could inspire activists to engage companies that might be seen as not aligned with U.S. national interests, such as an over-reliance on overseas supply chains or operations in geopolitically risky regions, partners James Hu, J.T. Ho and Chase Kaniecki flagged in a memo. “We think that could well happen because there’s now an emerging link between national security and interest on the one hand and stockholder return on the other hand, and that creates the condition for activists to take a view on this type of issues,” Hu said in an interview. These campaigns may not be limited to M&A deals with a foreign buyer, but also companies that have operations or subsidiaries set up overseas, Hu said. U.S. multinational corporations have lived through that once when Russia invaded Ukraine, leading to a flurry of international sanctions. “A smart investor might ask: instead of dealing with it in a reactive fashion again, what is the plan to de-risk the situation in advance?” Hu said. “Investors want to know whether the existing corporate setup still aligns with the current geopolitical reality.” The heightened tension in Indo-Pacific region, for example, is certainly not lost on investors. To be sure, national security as a thesis to boost shareholder value hasn’t played out in a big way yet, but Cleary is advising clients to plan ahead. One such effort was a campaign by Ancora, with a stake of about 1% in US Steel, urging the company to replace its CEO and elect a slate of new directors, as well as terminate the $15 billion merger with Nippon Steel (5401). Ancora’s letter in January — issued before President Donald Trump blessed the transaction — echoed MAGA lingo by describing its motives as “Making U.S. Steel Great Again.”

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