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.

Read the article

9/3/2025

Amid Federal Scrutiny and Investor Fatigue, Shareholder Proposals Take a Tumble in the 2025 Proxy Season

PRNewswire (09/03/25)

Shareholder proposals declined sharply in the 2025 proxy season, with filings at Russell 3000 companies dropping 16% to 781 from 932 in 2024, retreating to 2022 levels. While average support held steady at 23%, the share of failed proposals fell and passage ticked up to 7%, even as omissions rose due to a record 325 no-action requests following new Securities and Exchange Commission guidance. Human capital management filings saw the steepest fall, down 35%—including pay equity proposals, which dropped from 20 to just three—while environmental proposals slid 26% with no approvals for the first time in six years, as support fell to 10% amid improved disclosures and a more cautious investor stance. Governance remained the strongest category with 261 proposals, the most of any area, and the highest average support at 38%, focusing on shareholder rights and oversight. Social proposals declined 23% but saw more passes, while “anti-ESG” resolutions (105 filed) continued to draw negligible backing at 2.4%. Executive compensation proposals held steady, though investors largely preferred Say-on-Pay votes over prescriptive measures. Overall, the season reflected recalibration rather than retreat, with investors prioritizing engagement, disclosure, and company-specific risks in a politically charged and uncertain regulatory climate.

Read the article

9/2/2025

How Are Shareholder Meetings Changing and What Does It Mean for Corporate Governance

Harvard Law School Forum on Corporate Governance (09/02/25) Londero, Tiziana; Blume, Daniel

A new OECD report examines recent trends in shareholder meetings across 50 economies, with case studies on the Netherlands, Singapore, South Africa, Türkiye, and the United Kingdom, highlighting the evolving landscape of corporate governance. As shareholder expectations shift and digital transformation accelerates, Annual General Meetings (AGMs) remain a key venue for influencing corporate behavior, particularly on executive pay, sustainability policies, and ethics. One major trend is the rise of virtual and hybrid meetings, now permitted in 87% and 94% of jurisdictions, respectively, partly driven by growing shareholder activism and security concerns. Despite this, in-person meetings remain important in countries such as Singapore and the UK. Shareholder resolutions and question rights vary widely: while submission thresholds and deadlines are usually defined, rules for introducing new resolutions or asking questions during meetings often lack clarity, creating potential legal disputes. Access to detailed meeting minutes, vote counting, record and proxy cut-off dates, and protections for shareholders attending remotely also differ across markets, with gaps in guidance on chair responsibilities and voting safeguards. Regulatory guidance is expanding, with Singapore and Türkiye offering detailed frameworks, but harmonization is limited. As these practices evolve, ensuring effective shareholder engagement and protection of rights—both in-person and remotely—remains crucial for strong corporate governance. The OECD’s 2025 Corporate Governance Factbook will provide further insights into these developments.

Read the article

8/27/2025

Video: CSX CEO Says Working with Peers Best Way to Boost Value

CNBC (08/27/25) Coleman, Julie

CSX CEO Joe Hinrichs told CNBC's Jim Cramer on Wednesday that working with other railroad companies is the best way to solve problems in the industry and grow value. "We'll open all possibilities to create value for shareholders, properly grow the business and serve our customers better," he said. "We can do all of those by working with other railroads." Wall Street has had eyes on the railroad sector in recent months as Union Pacific announced plans to buy competitor Norfolk Southern. Earlier this month, activist investor Ancora urged CSX to pursue near-term merger options or remove Hinrichs from his position, warning that the merger between Union Pacific and Norfolk Southern would put the company at a disadvantage. According to Hinrichs, a merger is not necessary for the company to increase efficiency and give customers a "seamless experience." He said merging is an "option," and that the company would consider doing so if they received an offer. But Hinrichs said CSX is currently focused on its recent partnership with Berkshire Hathaway's BNSF Railway, which would create new coast-to-coast railroad services meant to make freight transportation faster and more efficient. According to Hinrichs, the partnership means the companies can come together and improve business without waiting for any sort of regulatory approval. Berkshire Hathaway Chairman Warren Buffett told CNBC he had met with Hinrichs in early August, but that the company was not interested in buying CSX. Hinrichs also denied that Berkshire-Hathaway made an acquisition offer. "But they made it clear they want to work together to solve these problems and create growth opportunities for all of us," Hinrichs said of Berkshire Hathaway. "And that's the important point."

Read the article

8/27/2025

After Cracker Barrel Uproar, Activist Investor Seizes the Moment

Wall Street Journal (08/27/25) Haddon, Heather

For activist investor Sardar Biglari, Cracker Barrel’s (CRB) about-face on its logo change isn’t enough. Biglari, CEO of Steak ’n Shake and owner of an investment firm that is a shareholder in Cracker Barrel, has spent years swiping at the country-themed restaurant chain, waging unsuccessful proxy fights over more than a decade. The removal of the “old timer,” the man on the restaurant’s logo since 1977, proved an irresistible opening to agitate against the Tennessee chain. When President Trump weighed in Tuesday, writing that Cracker Barrel should return to the old logo and take advantage of the free publicity, Steak ’n Shake piled on. “The CEO needs to hear “You’re Fired” from her board,” it posted on X. Biglari’s salvo was the latest from his perch at the burger chain he has controlled since 2008. He has helped fuel social-media outrage against Cracker Barrel and its chief executive, Julie Felss Masino, on a range of issues, including the chain’s restaurant remodels. After the logo reversal, Steak ’n Shake posted that Cracker Barrel should use the money spent on renovations to keep prices down for customers. “It pays to be authentic,” Dan Edwards, Steak ’n Shake’s operating chief, said on Wednesday. The Cracker Barrel uproar has provided Biglari an opportunity to insert himself into the company’s affairs. And with more social-media attention on criticism of Cracker Barrel, it could indirectly help his cause. Biglari has pursued his proxy solicitations “for what we believe are purely self-interested reasons,” Cracker Barrel said in a statement. “Thankfully, our shareholders have consistently rejected his proposals and nominees by overwhelming margins each time.” Activists rarely run multiple proxy contests at a company, let alone the seven Biglari has waged at Cracker Barrel, said Lawrence Elbaum, co-head of the shareholder activism defense practice at Sullivan & Cromwell. He said Cracker Barrel has been successful at maintaining the support of its shareholder base over all these years. Cracker Barrel, which has spent millions of dollars to defend itself from the proxy campaigns, has since armored itself against Biglari’s meddling. It instituted new rules for shareholders weighing in on board nominees, executives’ pay and governance matters, including provisions that’d prevent Biglari from quickly mounting a proxy fight. Biglari, 47 years old, has a long history in restaurants. A young devotee of investor Warren Buffett, the Iranian immigrant started a small hedge fund while in college and acquired shares in family-dining chain Friendly’s Ice Cream and steak purveyor Western Sizzlin’. He took over as chairman of the brands in 2006, cashing out after a private-equity firm bought Friendly’s. He held on to Western, using it to help fuel more investments. Biglari took control of Steak ’n Shake after a proxy fight, aiming to shore up a vintage brand struggling with declining sales. In 2010, he formed Biglari Holdings (BH) to buy other businesses. The San Antonio-based company has gone on to buy insurance and oil companies, along with men’s magazine Maxim. Biglari Holdings disclosed in 2011 that it held more than 9% of Cracker Barrel’s shares. Biglari demanded a seat on the board, which the company rebuffed. He ran a proxy fight but lost. Determined, Biglari continued to agitate and buy up shares through his Lion Fund. Biglari repeatedly voted against the chain’s executive compensation at annual shareholder meetings, and he waged five proxy contests with the company over 10 years. The sixth, in 2022, yielded a partial victory. He got one of his nominees on the board and agreed to not publicly disparage the company for about two years. Cracker Barrel made its own executive moves in 2023, bringing in a new CEO for the first time in more than a decade. The company recruited Masino from Taco Bell, and she began forging a new brand strategy. Biglari’s settlement with Cracker Barrel expired in February 2024. The company’s leadership reached out to Biglari to hear his perspectives, and during an in-person meeting in March 2024, he spoke about strategy, its menu and the potential for reducing costs, according to a securities filing. He said the chain’s turnaround shouldn’t require a lot of capital, including the remodeling of restaurants. Cracker Barrel moved forward with its strategy. In an investor presentation in May, Masino said she planned to cut the company’s dividend to put hundreds of millions of dollars into the remodels and other brand updates. That prompted Biglari to launch a seventh proxy battle, citing Cracker Barrel’s “poor capital allocation record” and saying that the transformation plan hadn’t boosted investor confidence. Shareholders rejected the proposed nominations of Biglari and another of his candidates for board seats. Cracker Barrel’s fiscal year ended earlier this month and the company is due to provide a business update in the coming weeks. Steak ’n Shake has long struggled with waning visitor traffic, but lately it has gotten buzz on changes it has made. One change included shifting its frying oil to beef tallow from refined cooking oil. Trump’s top health official, Robert F. Kennedy Jr., has criticized seed oils, and threw his support behind the chain’s action. Following the change, Biglari Holdings said earlier this month that the burger brand’s quarterly same-store sales rose 10.7%. In social-media posts, Steak ’n Shake said its tallow fries symbolized its back-to-basics approach, something its rival Cracker Barrel could learn from. It also posted an image of a red hat that read “Biglari Was Right About Cracker Barrel.” For Cracker Barrel, the chain’s stock is now trading higher than before the controversy, and inquiries about the brand have surged on Google. Attention doesn’t always translate into more visits, but it could help the brand’s business, Wall Street firm Citi wrote in an investor note on Wednesday. It “could spark curiosity, visits near-term as consumers determine what all the ballyhoo was all about,” Citi wrote.

Read the article

8/22/2025

Cracker Barrel’s New Logo Slammed by San Antonio Investor’s Restaurant Chain

San Antonio Express-News (08/22/25) Danner, Patrick

Cracker Barrel’s (CBRL) new logo — seemingly under attack from all corners — has even drawn the scorn of San Antonio activist investor Sardar Biglari’s restaurant chain Steak n Shake. Steak n Shake’s X account, known for its cheeky posts, didn’t hold back in giving its take on Cracker Barrel Old Country Store Inc.’s decision to give the boot to its longtime logo featuring an old man in a rocking chair leaning on a barrel. “Sometimes, people want to change things just to put their own personality on things,” Steak n Shake said in a post this week. “At CB, their goal is to just delete the personality altogether. Hence, the elimination of the ‘old-timer’ from the signage. Heritage is what got Cracker Barrel this far, and now the CEO wants to just scrape it all away.” It wasn't finished. “This is what happens when you have a board that does not respect their historical customers or their brand,” Steak n Shake added. Biglari has been a staunch critic of the Tennessee company’s management and board for years over their business strategy, citing new ventures that flopped and costly store expansions and remodels. As of late February, he controlled more than 2 million Cracker Barrel shares, or about 9.3% of the company. Over the more than 13 years that Biglari has owned the stock, he calculated that the investment has risen in value from $246.7 million to $835.7 million. Cracker Barrel has almost 660 stores, ubiquitous along interstate highways. Sardar Biglari is chairman and CEO of San Antonio’s Biglari Holdings Inc. (BH), parent company of Steak n Shake. “What’s shocking is over the last 20 years, it’s lost more than a third of its customer traffic,” Biglari said during Biglari Holdings Inc.’s annual meeting last year. “That’s because you’ve had two decades where the CEO did not know the customer. The Cracker Barrel customer is not a mimosa-drinking, plant-based sausage-eating, pot-smoking liberal journalist. So what does that tell you? It tells me two things: that the board failed and the brand is strong enough to withstand such incompetence.” Biglari has tried and failed four times over a span of 14 years to win a seat on Cracker Barrel’s board. One of his director nominees was elected with the company’s support last year, however.

Read the article

8/22/2025

Opinion: Gold Diggers Follow the Money

Financial Times (08/22/25)

While gold has barely budged over the past three months, share prices of the miners that hack it out of the ground are up by as much as a third. The relative fortunes make textbook sense, according to this opinion piece. A chunk of fixed costs means miners' profits should increase beyond the price of gold, thanks to the financial magic of operational leverage. But for years, those benefits were shredded by miners' penchant for squandering cash on vainglorious acquisitions and forays into geopolitically risky corners of the globe. That is changing. Many miners have amassed cash piles and are sitting on healthy balance sheets. Free cash flow yields were running as high as 8% three months or so ago, before the latest rally took off. Investors who pleaded for cash are now getting what they wanted in spades. In the last quarter U.S.-listed Newmont (NEM), which typified the sector's era of derring-do with its $19 billion acquisition of Australia's Newcrest in 2023, was among those returning capital via dividends and buybacks. Its cash pile is well ahead of targets and debt levels are comfortably below. Also generating and returning cash: Canada's Kinross Gold (KGC), nudged into action by activist investor Elliott Management. Since the second half of the year is typically stronger for gold miners, that should result in more cash generated and disbursed. That still leaves the question of what constitutes a sensible cash buffer when production pipelines are healthy. But that conundrum is one that plenty of miners, and their investors, are happy to have.

Read the article