6/18/2025

Victoria’s Secret Sticks Up for CEO Who Investor Says Is Failing

Bloomberg (06/18/25) Meier, Lily

Victoria’s Secret & Co. (VSCO) spared no expense to lure Chief Executive Hillary Super away from Rihanna: It paid nearly $760,000 for her relocation costs, including real estate agent fees and six months of temporary housing, and more than $11,000 for personal security. Nine months into that big bet, investors including Australian billionaire Brett Blundy aren’t impressed. Blundy’s BBRC International PTE Limited has decried “continued mismanagement” and “disastrous board-level decisions.” Another shareholder alleges that Super lacks focus and experience, and doesn’t have the trust of her staff. It’s all piling pressure on Super, who has faced challenge after challenge since leaving Rihanna’s Savage X Fenty brand last year to take the top job at Victoria’s Secret. Once the undisputed leader in the bra business, Victoria’s Secret has struggled to appeal to shifting consumer tastes, a competitive retail landscape packed with upstart lingerie and athleisurewear brands, back-and-forth tariff rules, and a recent security incident that is expected to lead to millions of dollars in lost sales. Since L Brands spun off Victoria’s Secret in 2021, shares of the lingerie company have fallen by more than half. Victoria’s Secret disputed the investor criticism on Tuesday, saying Super has “established a new strategy that is already demonstrating meaningful progress.” The company noted that first-quarter results exceeded its guidance. “While change will take time and Hillary is early in her tenure, we believe we are gaining traction and building momentum,” a company spokesperson said in a statement. “The board has full confidence in Hillary’s vision, leadership and her ability to unlock the potential of our iconic brands.” Traditionally, new executives have “a year to a couple of years’ runway to start making an impact,” said Neil Saunders, managing director at GlobalData. With Super, “the fact activist investors have jumped in so early on, I think reduces the runway.” Under Super’s leadership, Victoria’s Secret has been rethinking its approach on bras, taking into account changing preferences in the core category. She told investors in June that younger consumers were “interacting with intimates, specifically bras, in a different way” — moving away from underwire bras and toward less-restrictive sports bras. Super, who was an executive at Urban Outfitters Inc.’s Anthropologie brand before leading Savage X Fenty, also said she wants Victoria’s Secret to move “beyond a bra-centric approach” by prioritizing apparel and the company’s younger Pink brand as well. Her playbook has not satisfied investors. On June 16, two days before the company’s annual shareholders meeting, investor Barington Capital Group said in a letter to the chair of the board that Super “has limited chief executive and public company experience, only a brief tenure in intimate apparel, and does not appear to have gained the confidence of employees.” BBRC, one of the retailer’s largest investors, has been steadily increasing its stake in the company since March and now holds about 13% of shares. The ramp-up led Victoria’s Secret to adopt a shareholder rights plan to thwart a potential hostile takeover. It’s not just investors who are growing impatient: Employees, too, are displeased, according to Barington, which said Super’s approval rating on Glassdoor is below the average CEO rating. The Victoria’s Secret spokesperson said the company’s latest employee survey showed that employee engagement “is better than benchmarks and at an all-time high since the company went public in 2021.” Barington wrote that Super’s “focus on re-launching secondary brands such as Pink and expanding into athleticwear, while failing to prioritize the Company’s core business and international growth, indicates to us a troubling lack of strategic focus.” Saunders, the retail analyst, disagreed, saying Super — who has also worked at Guess? Inc., American Eagle Outfitters Inc., and Gap Inc. — “does understand this market.” He suggested that it might be the investors who were misguided. “Victoria’s Secret is primarily a brand for women and it was run by men for a very long time, and they made a big mess of it,” he said. “The activist investors are men as well, and quite honestly I do think sometimes these men of Wall Street need to sit down and take a seat because they don’t really understand the womenswear business.”

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6/18/2025

‘Tread Carefully’ in Negotiating with National Health Investors, Land & Buildings Tells National Healthcare Corp.

McKnight's Home Care (06/18/25) Gaivin, Kathleen Steele

Activist investor Land & Buildings cautioned National Healthcare Corp. (NHC) Tuesday to “tread carefully” when re-negotiating its contract with real estate investment trust National Health Investors (NHI) when its lease expires at the end of next year. The master lease between NHC and NHI originally was signed in 1991 and includes 28 skilled nursing facilities, five assisted living communities, and three independent living communities operated by NHC, according to L&B. Calling the lease “egregiously one-sided,” L&B highlighted what it sees as three potential negative scenarios relative to the renegotiation. L&B holds a 1.3% stake in the Murfreesboro, TN-based REIT. The activist investor said that if NHC and NHI renegotiate the lease at fair market rents “well before” the end of the lease in December 2026, then the new lease is estimated to be 64% higher than the 2024 full-year rent amount. Additionally, according to the investor, the new lease could reduce NHC’s earnings before interest, taxes, depreciation and amortization by 19% and increase NHI’s annual funds from operations per share by 12%. Second, L&B said, if NHC does not reach an agreement with NHI by the end of 2026, then the new monthly holdover rent for NHC would be 150% of the current rent “and NHC would risk losing all the properties and associated EBITDA at any moment should NHI lease the portfolio to another operator.” Lastly, Land & Buildings said, if NHI decides to lease the properties to a third party, then NHC would lose as much as $50 million in annual EBITDA and NHI could see even more upside to earnings. “This cozy relationship between NHC and NHI was orchestrated by brothers Andrew Adams and Robert Adams at the expense of NHI shareholders,” L&B said. “The Adams brothers each ran one of the companies while sitting on each other’s boards and populated the boards primarily with local Murfreesboro, TN, loyalists. However, we believe the days of NHC taking advantage of NHI are numbered.” L&B spent a portion of this year embroiled in a proxy fight to replace board members Robert Adams and James Jobe with James Hoffmann and A. Adam Troso, maintaining that the REIT’s board is too closely tied to one of its NHC. Ultimately, the activist investor fell short of the necessary votes and the REIT-nominated candidates won the election. In addition to NHC, NHI’s portfolio as of the first quarter included communities managed by Bickford Senior Living, Discovery Senior Living, Encore Senior Living, The Ensign Group, Health Services Management, Life Care Services, the PACS Group, Senior Living Communities, and Spring Arbor Senior Living.

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6/18/2025

Texas Instruments Touts Plans to Invest $60 Billion in the U.S.

Bloomberg (06/18/25) King, Ian; Hawkins, Mackenzie

Texas Instruments Inc. (TXN) touted plans to spend more than $60 billion on semiconductor plants in the US, making it the latest chipmaker to promote its domestic manufacturing ambitions as the Trump administration urges investments and threatens to upend the sector with tariffs. The company said its long-term capital spending plan remains unchanged. The total includes amounts allotted to plants that are already being built and equipped in the process of bringing them up to full production. The chipmaker will begin construction of two new factories at its site in Sherman, Texas, based on business demand. Texas Instruments previously embarked on a program to bulk up its in-house production, countering the general trend in the industry toward outsourcing, even before the US government offered subsidies to restore domestic chipmaking under President Joe Biden. The Dallas-based company’s leadership told investors that it made sense to establish new, more capable plants — and to build them in the U.S. — to increase its competitiveness, particularly against Chinese competitors. Texas Instruments leads the market for analog chips, less-advanced components that convert real-world things like sound and pressure into electronic signals. Chinese companies are rapidly expanding their capabilities in that area, in part because US regulations limit their ability to go after high-end processors. Washington officials have been concerned for years about the risk of China dominating that market, and the Biden administration supported Texas Instruments and other makers of such components with grants from the 2022 Chips and Science Act. Now, Commerce Secretary Howard Lutnick is renegotiating Chips Act awards as he urges companies to further expand their projects — all while his agency probes potential tariffs on semiconductors. Texas Instruments’ rapid increase in capital expenditure has disappointed some investors, who put money into the stock seeking higher returns. In the long term, the company has pledged to deliver all of its excess cash to shareholders in the form of dividends and buybacks. Texas Instruments reassured disaffected investors by telling them that the increased spending was a temporary spike — and that once it had finished revamping a Utah plant and building its Sherman facilities, it would slow down its capital expenditures and return to offering bigger returns. In April, Chief Executive Officer Haviv Ilan told investors that “we’re 70% through the elevated investments. So we’re in the, approaching the last innings of the elevated capex period.” Elliott Management has an ownership stake in Texas Instruments.

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6/18/2025

Forward Air Chairman Ousted, Potential Sale Appears in View

Sourcing Journal (06/18/25) Taylor, Glenn

Forward Air Corp. (FWRD) chairman George Mayes, Jr. resigned from his post in a win for activist investors looking to take the logistics and trucking company in a different direction — and potentially court new ownership. Chairman Mayes left the position following an election at the company’s annual shareholder meeting Wednesday, alongside two other resigning board members, Javier Polit and Laurie Tucker. Ancora Holdings Group had urged shareholders to vote against the three candidates in the leadup to the vote, with the hedge fund getting support from proxy advisors Glass, Lewis & Co. and Institutional Shareholder Services (ISS). Mayes failed to secure the 50.1% of votes required in the shareholder election to stay in his position, effectively forcing him to leave the position. Polit and Tucker surpassed the threshold and voluntarily resigned as board members. “This vote is a clear mandate that shareholders expect Forward Air to expeditiously complete a credible strategic review that leads to a sale at a meaningful premium,” said Ancora in a statement. “Absent the more than 30% of shares that were legally committed to vote for the incumbent board, chairman George Mayes, Jr., Javier Polit and Laurie Tucker lost in a landslide, highlighting the substantial level of concern regarding the legitimacy of the board's strategic review. We believe the resignations of these legacy directors will empower the board to carry out a thorough assessment of value-maximizing opportunities.” The Forward Air board first initiated a strategic review of its business in January, after multiple activist investors including Ancora had called for the company to consider a possible sale. “Looking ahead, we are committed to advancing the company's strategic alternatives review — which is well underway — and continued global transformation in order to improve operating results and maximize shareholder value,” the Forward Air board said in a statement. “We will continue to work closely with the management team to realize the company's full intrinsic value.” With new board members in charge, it appears prospective buyers are coming out of the woodwork. Four private equity firms — Blackstone, Apollo Global Management, Platin Equity, and Clearlake Capital — have expressed interest in acquiring Forward Air. Clearlake Capital is the largest shareholder of Forward Air, holding a 12.6% stake as of March 31. Both Blackstone and Apollo have signed confidentiality agreements with the logistics firm, allowing them to review documents and receive other information to shape a potential bid. Initial takeover bids are due for submission during the first week of July, but there is no guarantee the PE firms will submit offers. There is also a possibility other suitors may emerge. Forward Air's trajectory took a turn for the worse when it first moved to acquire air, ocean and ground logistics services provider Omni Logistics in August 2023. That decision was panned by both analysts and shareholders alike on multiple grounds. Shareholders were upset that the deal didn't get put to a vote, and saddled Forward Air with $1.85 billion in debt. Analysts were critical of the deal for being convoluted, with freight forwarder customers sharing concerns that Forward was essentially acquiring a competitor. Omni Logistics and Forward Air both sued each other in the months after as the latter sought an out from the deal. Although the merger ended up materializing to kick off 2024, it resulted in the exits of both Forward Air CEO Tom Schmitt and Omni Logistics CEO J.J. Schickel. Upon Schmitt's departure last February, Mayes, a Forward board member since 2021, was installed as independent chairman. Now, the company again seeks to figure out a turnaround plan with a new chair. The Forward Air board appointed independent director Jerome Lorrain as executive chairman to replace Mayes. Lorrain previously served as chief operating officer of third-party logistics provider Ceva Logistics from July 2014 to June 2020 and currently serves as director of Log-Hub, a private supply chain solution and optimization company. Additionally, the board is bringing on Paul Svindland as lead independent director. Svindland was formerly the CEO of STG Logistics since February 2020, before moving into the chairman role this past April. With the changes, the board reduced its size to comprise eight directors, six of whom are independent. All directors have been appointed since January 2024, the same month Forward Air and Omni Logistics settled their respective litigation against one another and officially merged under one roof.

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6/17/2025

Miri Capital Closes In on STIC Investments Chairman’s Stake

Korea Economic Daily (06/17/25)

Miri Capital Management LLC has steadily raised its stake in STIC Investments Inc. (026890), narrowing the ownership gap with the firm’s founder and Chairman Do Yong-hwan -- a move that market watchers speculate could tip the balance of ownership in South Korea’s only listed private equity firm. The Boston-based private equity firm said in a regulatory filing on Monday that it has increased its shareholding to 12.39% earlier this month in STIC Investments. That compares with the 13.46% stake held by Chairman Do, the company’s largest shareholder, as of the end of March. Between June 9 and 16, Miri purchased 78,000 shares in STIC Investments in the open market, paying between 10,198 and 10,865 won per share. The estimated total investment is around 800 million won ($600,000). Align Partners, a Seoul-based activist fund, has also built a stake in STIC to 6.64%. Combined, Miri Capital and Align Partners control 19.03% of the Korean private equity firm. That exceeds the 18.97% stake held by Do and his affiliates as of the end of 2024. Market watchers are now focused on how STIC might deploy its treasury shares to counter a possible challenge from the Miri Capital-Align Partners alliance. STIC holds 13.54% of its own shares as treasury stock. While these shares carry no voting rights, they could become a swing factor in a proxy fight if transferred to a friendly third party. A retail shareholder coalition calls for the full cancellation of the treasury shares.

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6/17/2025

Shareholder Rebellion Grows over Daniel Loeb Deal

The Times (London) (06/17/25) Osborne, Alistair

A fifth shareholder has voiced its opposition to a related-party deal at the London-listed trust of the billionaire hedge fund manager Dan Loeb, arguing that the board has “come up short” in recommending the transaction. Evelyn Partners, with a 3% stake, is joining a growing shareholder rebellion at Third Point Investors (TPNTF) over a deal agreed last month to acquire Malibu Life Reinsurance from Loeb’s New York hedge fund for $68 million. Structured as a reverse takeover, it would result in a change in status for Third Point from an investment group to a reinsurance company. Augustus Edwards, an Evelyn partner, said: “The board of directors has not acted in the best interests of all shareholders and particularly minority shareholders. It has come up short.” Evelyn joins Asset Value Investors (AVI), with 7.1%, Staude Capital with almost 2%, and Hawksmoor Investment Management and Metage Capital, each with about 1%, in publicly declaring they will vote against the deal. It is understood that a significant number of undeclared investors are also opposed to the transaction, which is shaping up into a test case of the Financial Conduct Authority’s new rules on related-party deals, which came into force last year. Under the new regime, Loeb, 63, who manages the trust, is now allowed to vote his own 25% stake on a deal to buy a business he owns, something that would have been outlawed under the old rules. The transaction only requires the backing of a majority of shareholders. Investors are particularly angry that the board, chaired by Rupert Dorey, signed a deal that changes the company's status without giving those who do not want to stay in an option to exit at close to net asset value (NAV). They have been offered an exit via a tender offer for “at least” $75 million of Third Point shares. However, that covers less than a quarter of its market value, while the tender has been set at a 12.5% discount to NAV. Edwards said: “The board seems to be acting in a way that favors one large shareholder who also happens to be the investment manager of the vehicle. Where the investment manager has a huge stake, they should withhold their vote because they are obviously conflicted.” Alongside Dorey, the other non-executive directors are Richard Boléat, Huw Evans, Liad Meidar, Claire Whittet, and Dimitri Goulandris. Having chaired the strategy committee that led to the Malibu deal, Goulandris will now become chairman of the enlarged business, an issue that AVI has already said compounds “this governance horror show.” Dorey, Evans, and Whittet have said they will vote their total 0.2% stake in favor of the deal, while Boaz Weinstein, the Saba Capital chief who launched a campaign across the UK investment trust sector claiming to be “the white knight of the UK market,” is backing it with his 1.2% stake. Loeb founded Third Point in 1995 and launched the London-listed trust, which acts as a feeder into his hedge fund, in 2007. It has traded at a discount to NAV averaging 21.5% over the past 12 months. A spokesman for the Third Point Investors board, said: “It is simply implausible to suggest that the 100% independent board and strategy committee, together with the independent director appointed by these activist shareholders, and fully independent advisers are not acting in the best interests of the company and by extension its shareholders. In the view of the board, this is the sort of innovative solution that the widespread and intractable problems within the investment trust sector demand.”

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6/17/2025

HG Vora Nominees Johnny Hartnett and Carlos Ruisanchez Elected to Penn Entertainment’s Board at 2025 Annual Meeting of Shareholders

Business Wire (06/17/25)

HG Vora Capital Management, LLC, a significant shareholder of PENN Entertainment, Inc. (PENN), today announced that its independent director nominees Johnny Hartnett and Carlos Ruisanchez were elected to PENN’s Board of Directors at the Company’s 2025 Annual Meeting of Shareholders. More than 55% of all votes cast in the election were submitted on HG Vora's GOLD proxy card, and we believe approximately 5 of the Company’s top 30 institutional investors voted on the Company’s white proxy card, based on preliminary tabulations from HG Vora’s proxy solicitor, Okapi Partners. William Clifford, the third independent director nominee put forth by HG Vora and whose proper nomination the Company refused to acknowledge, was supported by dozens of institutional investors and actively managed funds and received a majority of votes cast in the election. More than 60% of the votes cast in the election were against the Company’s Say-On-Pay proposal, and the Company only received approval from approximately 25% of PENN’s outstanding shares, according to preliminary tabulations. Parag Vora, Founder and Portfolio Manager of HG Vora, said, “PENN's shareholders have voted overwhelmingly for genuine change, including for the election of William Clifford to the Board. There can be no mistake about the mandate from PENN's shareholders that the status quo is simply unacceptable. We are grateful for the strong support the three independent nominees have each received from shareholders and are confident that Johnny and Carlos will work constructively with their fellow directors to drive shareholder value.”

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6/17/2025

Activist Investors Flood Japanese Firms With Record Proposals

Bloomberg (06/17/25) Yokoyama, Momoka

Activist investors are inundating Japanese companies with an unprecedented number of proposals that will keep executives on their toes at annual general meetings. Firms have received a record 137 requests from activists, according to data compiled by Mitsubishi UFJ Trust & Banking Corp. The shareholders are delving deeper into management decisions and demanding changes to board structures and privatizations. The country’s jammed AGM season matters more than ever this year as investors seek signs that Japanese stocks - which have underperformed most major markets this year - can get out of a rut. The proposals are putting added pressure on management to deliver tangible growth strategies, rather than simply turning to the quick fix of more buybacks or dividends. “With new activist holdings being revealed each day, companies are paying extra attention to governance and capital efficiency,” said Rieko Otsuka, a strategist at MCP Asset Management Japan Inc. “There’s a sense of impending crisis among management about when they might be targeted,” she said. The season peaks next week with more than 40% of listed companies - that’s over 1,700 firms - set to hold AGMs. They will be at venues including the luxury Palace Hotel near the Emperor’s residence, and the Ariake Arena which was built as a venue for the Tokyo 2020 Olympics. Some executives are readying for drawn-out meetings as overall proposals from activists and other shareholders have increased to almost 400, according to Mitsubishi UFJ Trust. That’s well over double the number a decade ago. In contrast in the U.S., total proposals this year fell 14% through May 13 compared with the January-June period last year, as investor demand declined for environmental and social issue-related changes, according to a report from ISS-Corporate based on Russell 3000 index companies. The scrutiny in Japan is important right now because it may help carve out a path for corporate growth amid a worsening business climate as tariffs upended key sectors of the economy. Gains in Japanese stocks have been limited this year, raising the risk that the Topix Index’s two-year rally is over. “We get to vote once a year, so it’s important and I think probably more than other cultures, voting against the president or the chairman sends a pretty clear message,” said Carl Vine, co-head of Asia-Pacific equities at M&G Investments, whose holdings include Toyota Motor Co. (TOYOF) and Seven & i Holdings Co. (SVNDY). Even so, proposals aimed to improving shareholder returns still make up a large chunk of activists’ requests, and that may provide a short-term boost to the market as deep-pocketed companies pour more cash into buybacks. In addition, activist proposals rarely get passed because of opposition from domestic investors, who tend to be quite conservative. Still, the increase in proposals comes at an unfortunate time for executives who can no longer rely as much as on cross-shareholders. The waning influence of this cohort, also known as stable or policy shareholders, may increase the clout of institutional investors at proxy fights. This puts the focus more on companies with low approval ratings and “opens up the possibility that maybe a new shareholder would come in and try and put additional pressure on management,” said Bruce Kirk, chief Japan equity strategist at Goldman Sachs Japan Co. All this means that AGMs are now a far cry from how they were conducted before Japan’s corporate reforms kicked in and the market caught the attention of overseas investors. “There was a time when decisions were made at AGMs in a planned, harmonious, and ritualistic manner, just for the sake of it,” said Hidenori Yoshikawa, chief consultant at Daiwa Institute of Research, a Tokyo-based think tank. “Now, until the meeting ends, we don’t know how it will turn out.”

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6/16/2025

Hong Kong's Oasis Urges Foreign Funds to Vote Proactively in Japan

Nikkei Asia (06/16/25) Nagumo, Jada

Japan is entering another busy season of annual general meetings, with a record number of shareholder proposals, including ones from Hong Kong-based activist investor Oasis Management. Founder and chief investment officer Seth Fischer, in an online interview with Nikkei Asia on Thursday, said that he has seen changes in how Japanese investors vote against management. "I think domestic investors are far more proactive and understand that Japan has changed. They are more proactive towards their capital, are proactively running against management and are trying to drive higher returns." AGMs in Japan are concentrated in June, with about 60% of all listed companies holding them during the month. This year, June 27 will see the most concentration, with 25% of companies scheduling their AGMs on that day, according to the Tokyo Stock Exchange. A recent tally by Mitsubishi UFJ Trust and Banking showed that there was a record high of over 100 shareholder proposals. Fischer encouraged foreign investors, such as the Norges Bank and BlackRock (BLK), to make similar moves, noting that "foreign institutions have not yet gotten the memo that Japan has changed. They should be a part of that change and voting is an important part of that as it could result in higher company performance and stock performance which can actually help their portfolio dramatically." Foreign institutions "should hold the same standards for Japan as they do elsewhere and vote against management. There is a sort of reverse bigotry of low expectations so they let it go [in Japan] what they wouldn't in the U.S. or Europe," according to Fischer. He added that currently, "the more proactive and progressive shareholders are the domestic institutional investors," as they have taken note of Japan's governance transformation over the last decade. This June marks the 10th anniversary of Japan's adoption of the Corporate Governance Code. Coupled with recent initiatives by the TSE and pressure from activists, Japanese companies have been accelerating share buybacks, focusing more on return-on-equity and unwinding cross-shareholdings, all of which have started to ignite foreign investor interest in the Japan market. When looking at the big picture, Japanese companies on average have advanced a lot in corporate governance, Fischer said, highlighting Hitachi and sporting goods maker ASICS as examples of great companies that have made dramatic improvements in business. The Oasis founder expressed hopes of seeing companies start to tackle more difficult issues, such as increasing the quality of boards where there is a diversity of opinions, as well as the ability to challenge management. "Boards need to hold management accountable for their performance. Not just for scandals or making sure they unwind cross-shareholdings, but to make sure that they get out of unnecessary businesses," he said. He added that boards need to check if the company is performing better than competitors and that there is an increase in revenue and net income, or if margins are expanding. "We have yet to see boards making a proactive change to management. I think that's the next important step in corporate governance." Fischer also pointed out that there is still the need for more effective governance around management buyouts, as there are still lots of cases where the MBO positioning is very poor and there is little disclosure around the valuation of a transaction. Oasis has made a proposal to chemical maker Taiyo Holdings (4626), which will hold its AGM on Saturday, and is asking for the dismissal of two board directors. The Hong Kong activist also announced plans to vote against the top management of electronics group Kyocera (KYOCY). The activist is also an investor in Kobayashi Pharmaceutical (4967), holding more than 10% of its shares. The company, whose red yeast supplement has been linked to dozens of deaths, held an extraordinary general shareholders' meeting back in February. Oasis had proposed the appointment of three new independent directors, as well as a re-investigation of the scandal. All of the proposals were struck down. But last week, Oasis announced that all of its proposals had received more than 50% approval from shareholders when excluding the founding family and its related parties, who voted against. While Fischer noted that everyone has their right to vote, he argued that it is something of an abuse of position when a company encourages people to invest in them, but after "massively screwing up, they are not going to listen to your voices." In terms of the fund's future plans in Japan, he said that Oasis' investment in the country will continue to grow and "we will continue to be engaged with companies and their boards."

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