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Featuring all breaking news and in depth articles and editorial press coverage pertaining to shareholder activism and corporate governance.

Shares in Japanese Toilet Maker Toto Soar on AI-Related Pivot
Twilio's Stock Is Soaring. Its CEO Explains How AI Helped Turn Things Around.
Premium Brands’ Investor Flags Share-Price Upside on Target Fixes
Peltz's Trian Urges Solventum to Rightsize Costs, Divest Non-Core Businesses
Jana Partners Renews Pressure on Markel to Divest Ventures, Pursue $2 Billion Buyback
Ingles Markets Loses Proxy Battle With Summer Road LLC
Luxury Yachtmaker’s CEO Hits Out at Biggest Shareholder’s ‘Lack of Vision’
Premier Inn Owner Whitbread Extends Restaurant Overhaul to All Sites, Plans 3,800 Job Cuts
Kao Shareholders Vote Down Oasis's Bid for Independent Supplier Probe
Lululemon Founder Casts Doubt on New Chief as Proxy Fight Escalates
Unilever Gets Marmite Reaction to McCormick Deal as Investor Fury Spreads
Universal Music to Sell Half its Spotify Stake for Buybacks, Q1 Hit by Weak Dollar
Engine Capital Urges Government Contractor KBR to Explore a Sale
Starboard Value Takes Stake in AI Software Maker Dynatrace
Elliott Takes Stake in Nippon Express; Shares Jump Most Ever
Investor Kimmeridge Urges Devon to Pursue Asset Sales After Coterra Merger
Lululemon Appoints New Director as Proxy Fight With Founder Looms, Sources Say
Citi Hires Barclays' Potts to Head Shareholder Advisory Arm
Japan’s Mitsui O.S.K. Planning REIT to Boost Property Gains
Lululemon Says Its Founder Has Advised Rivals Alo and Vuori
Dynatrace Responds to Starboard Value Activist Campaign
Daikin Shares Edge Up After Elliott Outlines Cost Cuts
Japan to Tighten Rules for Shareholder Proposals Amid Pushback Against Activism
Palliser Takes Stake in Japan's SMC, Proposes $3.8 Billion Buyback
Swatch Group Investor Battle Heats Up After ISS Backs Greenwood Investors
Seer Denies Investors' Raised Buyout Offer, Says it 'Significantly Undervalues' Company
Starboard Builds Stake in Flowserve, Push for Changes
Summer Road Seeks Board Seat at Ingles Markets Ahead of April 30 Vote
Cevian Capital Backs Pearson Boss’ Pay Rise
ISS Urges WEX Investors Elect two Impactive Board Candidates
Shareholder Activism in Asia Drives Global Total to Record High
Dealmakers See More Retail Mergers and IPOs in 2026 After Tariffs Sidelined M&A Last Year
Lululemon’s New CEO Is Already in the Hot Seat—and She Hasn’t Even Started
How Toilet Maker Toto Turned its Ceramics Know-How Into an AI Play
Ingles Markets’ Real Estate Grabs Attention in Proxy Fight
Opinion: Lululemon’s CEO Choice Is a Missed Chance to Pacify Elliott
Opinion: Swatch’s Governance Under Watch by Investors
A Little Pressure Helped Pepsi. Can the Rest of the Food Industry Follow?
These Activist Investors Are Targeting Banks. An Exclusive Look at Their Latest Campaigns
U.S. Shareholder Reform Proposals Hit Five-Year Low as Support Wanes
Lamb Weston Stock Is Under Pressure. A Hedge Fund Saw a Tasty Buying Opportunity.
America’s Corporate Boards Are Under Siege
Video: Activists Face New Needs for Diligence: Gonzalez-Sussman
Video: Activist Investors Changing Their Approach: Mathew
Japanese Companies May Face More Proposals From Activist Shareholders, Says Association Chair
Video: Activist Investors Surge in Volatile Markets
Video: Volatility Can Create Opportunity: Palliser Founder
Nelson Peltz’s Bidding War Highlights $25 Billion Wave of Asset Manager Consolidation
How Nelson Peltz Chalked Up Another Corporate Break-up at Unilever
Activist Funds Press Korea Inc as Shareholder Votes Yield Few Wins
The Changing Proxy Advisor Landscape
Billionaire Nelson Peltz Plans AI Makeover for Janus Henderson
Governance to Remain a ‘Focal Point’ for Shareholders This Proxy Season: Report
Video: Barclays’ Jim Rossman on AI’s Impact on Activist Campaigns
Unilever CEO Fernandez Returns to His Roots With Health and Beauty Makeover
Investors Suing to Vote on ESG Proposals Meet Corporate Pushback
Korea Weighs Inheritance Tax Based on Book Value, Not Market Prices
Elliott Management and the Art of Telling Bosses They’re Wrong
Thirteen State Bills Could Threaten Proxy Advisor Independence, Warns Glass Lewis
Japan Regulator Chief Says Clear Growth Plans Best Defense Against Short-term Activists

5/1/2026

Shares in Japanese Toilet Maker Toto Soar on AI-Related Pivot

Financial Times (05/01/26) Dempsey, Harry

Japanese toilet maker Toto’s (TYO: 5332) shares surged 18% to a five-year high on Friday after unveiling plans to boost production of semiconductor components and posting record annual profits. Its advanced ceramics business has turned Japan’s largest toilet manufacturer into an AI play that has been driving a near-50% share price rise this year and caught the attention of Palliser Capital. Shares in the company were recently trading around ¥6,425 ($40.86) each, the highest since 2021 and taking gains over the past six months to 65%. Despite being better known for its bidet washlets that have defined the Japanese toilet globally, Toto is also the world’s second-largest producer of electrostatic chucks used in the manufacturing of Nand memory chips. Surging sales of semiconductor components — gaining 34% year-on-year — have lifted the division to account for more than half of Toto’s operating profit, which jumped 11% to ¥53.8 billion in the year to March. The toilet producer expects sales for the unit to grow 2% in the coming year, as it pledged to invest ¥30 billion to strengthen mass production, as well as boost research and development, by the end of the 2028 financial year. Other Japanese companies that produce components essential to the rollout of AI have been benefiting from investor interest and pledging to pour funds into boosting output. Palliser had called on Toto to promote the division’s importance to the market and plough more of its investment into the highly lucrative segment when it took a stake in February. The big rally for Toto comes despite the threat to its regular business of toilets and bathroom fittings from potential adhesive and plastic shortages due to the Middle East energy shock. Toto suspended new orders of prefabricated baths in mid-April. Although it has since gradually resumed taking orders, building contractors in Japan say that they still cannot get hold of bathroom units to complete projects. The toilet producer said that it expects the risks related to geopolitical turmoil to ease from July, as it factored in a ¥7 billion hit. Many analysts, however, were underwhelmed by Toto’s results. “Profit guidance gets a passing grade,” said Citi analyst Masashi Miki. “Although Middle East assumptions carry some downside risks.”

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5/1/2026

Twilio's Stock Is Soaring. Its CEO Explains How AI Helped Turn Things Around.

Business Insider (05/01/26) Chan, Rosalie

When Khozema Shipchandler took the helm as CEO of the cloud communications company Twilio (NYSE: TWLO) in early 2024, activist investors were demanding cost cuts. Its stock had declined sharply since its pandemic high in 2021. The company has worked to turn itself around, and its bets on AI may be paying off. Twilio stock soared by more than 19% in out-of-hours trading — hitting its highest level in four years — after a strong earnings report on Thursday. Twilio builds tools that help companies make calls or send texts from apps. For example, if you've ever made a call from the Uber (NYSE: UBER) or Lyft (NASDAQ: LYFT) app to get in touch with your driver, that's powered by Twilio. Twilio was one of the big beneficiaries during the pandemic cloud boom as its stock more than quadrupled between 2020 and 2021, peaking in early 2021. Its stock has never fully recovered to that high, after slumps in 2023 and 2024 when Twilio was viewed as an acquisition target. Now it's picking back up. On Thursday, Twilio reported that its revenue grew 20% year over year — its fastest growth rate in three years. Along with several changes to how Twilio operates, Shipchandler says its bet on integrating AI and data into its product has helped it grow. "Every single one of these companies needs some way to communicate with these customers. They need context to power their interactions," Shipchandler told Business Insider ahead of earnings. Last year, Twilio also had its first full year of GAAP profitability, with nearly $1 billion in free cash flow. Prior to replacing cofounder Jeff Lawson as CEO, Shipchandler served as the company's CFO, and activists were demanding that Twilio make changes and cut costs as its growth stalled and it burned through cash. "I wouldn't say that we caved into the demands," Shipchandler said. "We certainly listened to the investors, to the extent that there are a number of things worth considering. We had already considered how we would get smarter about the cost profile." In particular, activist investors wanted Twilio to sell Segment, a customer data business it had acquired for $3.2 billion, which was unprofitable. Shipchandler calls this a "short-sighted call." Ultimately, Twilio decided to keep Segment, and he says it became one of the most "consequential decisions we made." Segment has helped Twilio with integrating data into AI models to improve customer engagement. Customers can then use Twilio's communication and data capabilities to build their apps. Twilio also sees a major opportunity in AI agents. IDC has projected that Twilio could be the underlying infrastructure for 80-100 million agents by 2029. Twilio itself uses AI tools such as Gemini and Claude Code internally, and Shipchandler said employees have achieved a 15% productivity boost with AI. It uses AI to help with coding, as well as for customer support and inbound sales. The company has made other changes to its operations besides betting on AI. Shipchandler said that the company is focusing on a few of its top products to get a higher return on investment for customers, rather than spreading itself "too thin." It also shook up its new leadership team, with new product, marketing, and revenue chiefs. Twilio saw an exodus of executives in 2023, along with layoffs, Business Insider previously reported. "Adding in that new blood has created new ideas," Shipchandler said. Twilio, like many software-as-a-service (SaaS) companies, has seen its stock hit hard as investors fear the impact of AI on their businesses. Shipchandler said Twilio sees AI as a catalyst because it's more of an infrastructure company. What's more, he said that people can't vibe code much of what Twilio does because it meets regulatory requirements for telecommunications companies. "While you see all these different pressures in the SaaS world, we see ourselves positioned nicely as the infrastructure that drives a lot of the activity you're seeing," Shipchandler said.

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5/1/2026

Premium Brands’ Investor Flags Share-Price Upside on Target Fixes

Just-food.com (05/01/26) Harvey, Simon

Alta Fox suggests Premium Brands Holdings’ shares are “undervalued,” a fix that could be addressed with an updated EBITDA target. The Canada-headquartered food group with an appetite for acquisitions is due to report its first-quarter fiscal 2026 results on May 7. Texas-based Alta Fox Capital Management, which holds a 1.51% interest in the business, said Premium Brands should broadcast “clearer messaging around 2027” expectations at that event to help add value to the share price. Its shares have fallen 16.6% so far this year to close trading yesterday (April 30) at C$85.25 ($62.81). However, they have climbed 2.8% over the past 12 months and are up 12.5% over the last 12 months. Alta Fox recommended Premium Brands provide a new EBITDA forecast for the 2027 financial year to give “investors a clear view of the company’s pro-forma earnings power following recent acquisitions and divestitures.” And to “commit to a defined” target for free cash flow, capital expenditure and a plan to “improve working capital efficiency.” The investor added in a statement: “As earnings growth translates into a meaningful free cash flow inflection, we believe Premium Brands’ valuation should re-rate significantly from its current decade-low multiples. We estimate more than 75% upside to the current share price.” Expanding on the theme and the suggested fixes to address the undervalued share price, Alta Fox said in an accompanying note that its investor team are “firm supporters of PBH management, who have driven strong TSR [total shareholder returns] over their tenure.” By communicating the recommended targets, Premium Brands would address the “current disconnect between share price and intrinsic value,” the investor said. Alta Fox added as one of its ‘bottom-line’ assumptions: “As PBH provides greater clarity on FY27 earnings power and delivers on its FCF inflection, we believe the market will revert to valuing the business in line with historical EBITDA multiples, which could drive 150%+ upside in a bull case.” Risks to Premium Brands’ growth around the current trading environment, including the potential impact from the Middle East crisis and the ongoing shortage of beef cattle in the United States, were also highlighted. “We believe PBH is recession-resilient but not recession-proof. Should consumers trade-down towards cheaper, unhealthier products, PBH’s growth can temporarily come under pressure,” Alta Fox said. “This has been most pronounced with beef prices, which have continued to move higher in 2026. While the rate of growth moderates significantly in 2026, continued upward pressure on beef prices would serve as a margin headwind.” Nonetheless, the investor suggested there is a buying opportunity in Premium Brands’ shares, and more so if management adopts the EBITDA and free cash flow recommendations. “PBH’s valuation multiple has significantly compressed due to investors’ lack of conviction in EBITDA-to-FCF conversion after years of poor performance. This concern should be rectified in short order.”

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5/1/2026

Peltz's Trian Urges Solventum to Rightsize Costs, Divest Non-Core Businesses

Reuters (05/01/26) Roy, Sriparna; S K, Sneha

Nelson Peltz's Trian Fund Management on Thursday called on Solventum (SOLV.N) to rightsize overhead costs, divest non-core businesses and improve capital allocation in its latest appeal for a performance turnaround at the medical device maker. Over the last 18 months, Trian, which owns nearly 5% of Solventum's stock, has urged it to restore its performance, arguing that the company's spin-out from 3M (MMM.N) has been managed in a way that has maximized executive compensation, not shareholder value. "We have given the company plenty of time to announce what we believe are obvious value-creation initiatives, but our patience has run out," the investment firm said in its letter. Trian suggested that Solventum should reinvest in growth in order to reach and exceed performance levels it delivered inside 3M, as well as simplify its portfolio starting with the immediate separation of the health information systems business. Solventum would be a considerably more valuable company if the board and management team are willing to take appropriate steps to realize its potential, Trian said. Solventum argued that in two years as a standalone company, it has "taken decisive actions, including the $4 billion sale of our purification and filtration business, significant debt reduction, the launch of a $1 billion share repurchase program, and are executing a $500 million Transform for the Future cost savings program." Its board and management team have engaged "constructively and continuously" with Trian, a spokesperson of the company told Reuters in its statement.

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4/30/2026

Jana Partners Renews Pressure on Markel to Divest Ventures, Pursue $2 Billion Buyback

CityBiz (04/30/26)

Jana Partners is ramping up its campaign at Markel Group Inc. (NYSE: MKL), urging the specialty insurer to divest its Markel Ventures unit and launch a $2 billion share repurchase program, according to a report by Bloomberg News. In a letter to Markel’s board, Jana Managing Partner Scott Ostfeld and Managing Director Jimmy Ganas argued that the company’s current structure is weighing on shareholder returns and obscuring the value of its core insurance operations. “The current structure produces sub-peer shareholder returns, creates no unique value, and warrants a discounted multiple,” the investors wrote. “The need for change is clear.” Jana’s latest push marks a continuation of its campaign first made public in December 2024, when the firm called on Markel to explore strategic alternatives for Markel Ventures, the company’s private investments arm. That division owns a diverse portfolio of operating businesses across sectors, including manufacturing, services, and consumer products—an approach that has long differentiated Markel from traditional insurers. However, Jana contends that the conglomerate-style model is no longer delivering superior returns and instead may be diluting investor confidence. By separating or selling the Ventures unit, the investor believes Markel could unlock value and allow the market to more clearly assess its core underwriting and investment operations. Markel, often referred to as a “mini Berkshire Hathaway (NYSE: BRK.B)” due to its hybrid model of insurance, investments and wholly owned businesses, has historically defended its diversified structure as a driver of long-term growth and capital allocation flexibility. Markel Ventures, in particular, has been positioned as a key contributor to earnings diversification, generating steady cash flows independent of insurance cycles. Still, Jana argues that investors are assigning a discounted valuation to the overall business because of its complexity. A divestiture, the firm says, would simplify the story and potentially lead to a higher valuation multiple more in line with peers in the insurance sector. In addition to the proposed separation, Jana is calling on Markel to return capital to shareholders more aggressively through a $2 billion stock buyback. Such a move, the investor suggests, would signal confidence in the company's intrinsic value and serve as a near-term catalyst to improve shareholder returns. The renewed pressure comes shortly after Markel reported its first-quarter results earlier this week, though details of the earnings were not directly addressed in Jana's letter. Shares of Markel rose about 1.1% following the report but remain down approximately 18% year to date, reflecting broader market pressures as well as company-specific concerns highlighted by investors. Neither Jana Partners nor Markel immediately responded to requests for comment. As the debate over Markel's structure intensifies, investors will be closely watching how the company's board responds to the investor's proposals—and whether broader strategic changes could be on the horizon.

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4/30/2026

Ingles Markets Loses Proxy Battle With Summer Road LLC

Progressive Grocer (04/30/26) Zboraj, Marian

Based on preliminary voting results, Summer Road LLC nominee Rory A. Held was elected to Ingles Markets Inc.’s (NASDAQ: IMKTA) board of directors with support from approximately 62% of the shares outstanding, which represented approximately 70% of the total votes cast. The election of new directors was held April 30 during Ingles’ annual meeting of shareholders. Well ahead of the annual meeting, Summer Road voiced its displeasure with Ingles’ so-called mismanagement and lack of transparency. The investor group is the owner of approximately 3% of the outstanding shares of Ingles’ Class A common stock. It is also affiliated with the Sackler family, which controlled opioid maker Purdue Pharma. In its proxy statement, Summer Road nominated its chief investment officer, Held, who offers “deep capital markets expertise.” Summer Road informed fellow investors that Held would pursue a capital allocation audit of Ingles and a study of how to separate its real estate holdings from its grocery business. During the leadup to the board vote, Ingles defended its performance and argued that a board member affiliated with the Sackler family would harm the company. The grocer instead pushed shareholders to vote for its own board candidates, Rebekah Lowe and Dwight Jacobs. Jacobs did win the other Class A board director spot alongside Held in the April 30 vote. “We would like to thank our fellow shareholders for their support and engagement throughout this campaign, and I look forward to continuing that dialogue as a director,” Held noted. “Today's election represents a clear mandate from Class A shareholders that change is needed at Ingles. I am now fully focused on putting the proxy contest behind me and working collaboratively together with the other members of the Ingles board to improve the company’s transparency and instill better oversight of capital allocation.” Meanwhile, Fred D. Ayers, Robert P. Ingle II, Patricia E. Jackson, James W. Lanning, Laura Ingle Sharp and Brenda S. Tudor have been elected as Class B directors. The Ingles board issued the following statement: “We appreciate the engagement and input we’ve received from our shareholders leading up to the annual meeting. The Ingles board and management team remain committed to serving the best interests of all Ingles stakeholders, including our shareholders, associates and the communities we serve, as we build on more than 60 years of success as a leading southeastern supermarket chain.” Shareholders also approved, on an advisory basis, the compensation of the company's executive officers.

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4/30/2026

Luxury Yachtmaker’s CEO Hits Out at Biggest Shareholder’s ‘Lack of Vision’

Financial Times (04/30/26) Borrelli, Silvia Sciorilli

The chief executive of Ferretti (BIT: YACHT) said a “lack of industrial vision” and an aversion to risk at Chinese state-owned conglomerate Weichai was holding back the luxury yachtmaker, in an extraordinary rebuke of the group’s largest shareholder. Alberto Galassi, who was appointed CEO by the Chinese company in 2014, told the FT that “management changes at Weichai have constrained decision-making at Ferretti and the lack of industrial vision is weighing negatively on the group." The comments by Galassi, who also criticized Weichai’s strategic and capital allocation decisions, come as Ferretti’s two largest investors wage a proxy battle ahead of the Riva boat maker’s annual meeting on May 14. Weichai and Czech billionaire Karel Komárek, who respectively own 39% and 23% of Ferretti’s shares, have filed different slates of board candidates. The Chinese group is proposing to replace Galassi as CEO with Stassi Anastassov, former boss of battery maker Duracell. “Boards and majority shareholders upgrade leadership when they believe more can be achieved — not less,” Weichai said. The shareholders have been embroiled in a dispute since December when KKCG, Komárek’s holding company, launched a tender offer to increase its stake in Ferretti and boost the influence it has over strategic direction. The group claims the yachtmaker’s governance is constraining its growth. Komárek said he wants to establish a board “that truly reflects the company’s ownership and is empowered to act.” The Czech tycoon will chair the board if shareholders vote in favor of KKCG’s proposal. Weichai, which has appointed all nine current directors on Ferretti’s board, exercises de facto control over the company. In recent years European groups with Chinese state-controlled shareholders have complained that decision-making is slowed by rules binding Beijing-appointed directors, which they say can impinge on their ability to act in the interests of the companies on whose boards they sit. Tyremaker Pirelli (BIT: PIRC) has been locked in a tussle for control with state-owned conglomerate Sinochem for years, a dispute that prompted Rome to use its “golden power” to curb the Chinese investor’s influence. Weichai became Ferretti’s controlling shareholder in 2012, when the company behind Wally yachts was on its knees. “Weichai took over Ferretti when no Italian white knight stepped in to save it — the country owes them a lot,” Galassi said. “But times have completely changed.” Deckhands clean the stern of the Domino Super superyacht docked at a marina, with luxury yachts and city buildings in the background. Galassi said Weichai’s decision-making had slowed since the departure of Tan Xuguang, its former chair, in 2024. He characterized Weichai’s decision to scrap Ferretti’s security division, which manufactured speedboats for security forces, as a “grave mistake,” and criticized the withdrawal of an announced share buyback in 2024. The U-turn “proved hard to explain to the market,” Galassi said. Weichai said the buyback “was not sufficiently prepared to meet the standards required for execution in a public market context." “The board evaluates all [capital allocation] options with a strict focus on discipline, credibility and execution readiness,” it said, adding that “the board and the majority shareholder have supported management’s strategic direction and key initiatives with a clear focus on long-term value creation for all shareholders." Ferretti’s shares, which had largely traded below their €3 debut price since listing in Milan in 2023, have risen about 40% since the proxy battle erupted. Besides Galassi, KKCG proposes retaining two other Ferretti board members: Ferrari heir Piero Ferrari and Formula 1 chief Stefano Domenicali. Institutional Shareholder Services, a shareholder advisory group, on Wednesday said Ferretti investors should back KKCG’s slate. The proxy battle comes at a tough time for Ferretti as the outbreak of war in the Middle East and turbulence in financial markets prompt wealthy consumers to postpone orders. Kepler’s analysts estimate the company’s orders will drop 30% in the first quarter, compared with a year ago. Galassi said the difficult backdrop makes it unrealistic for Weichai to rely on organic growth at Ferretti. But proposed acquisitions of distributors and suppliers had failed to win backing from some board members, he said. “We cannot simply build 100 more boats ... our business model is based on scarcity,” Galassi said. “We have lots of excess cash. It’s a golden opportunity [to spend it on mergers and acquisitions] but there has been no willingness to take the risk.” Weichai rejected the idea it was opposed to M&A, saying acquisitions are “an integral part of Ferretti’s future growth provided they meet the company’s financial discipline and strategic criteria."

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4/30/2026

Premier Inn Owner Whitbread Extends Restaurant Overhaul to All Sites, Plans 3,800 Job Cuts

Reuters (04/30/26) Kalia, Yamini

Britain's Whitbread (LON: WTB) on Thursday said it will replace its remaining 197 branded restaurants with hotel-integrated food and beverage offerings, a move that could cut around 3,800 roles across the UK and Ireland, as it resets its five-year strategy after being hit by UK property taxes and criticized by Corvex Management. Whitbread has been exploring ways to boost its returns and margins after the UK's latest budget left Britain's largest hotel operator saddled with higher costs. The company was already converting some underperforming restaurants into hotel rooms and was urged by Corvex Management in December to review its previous strategy. A surge in energy prices triggered by the war in the Middle East is poised to further compound difficulties for Britain's hospitality sector, which is already struggling with weak consumer spending and increased costs. Whitbread on Thursday said it would recycle £1.5 billion pounds of freehold property to fund future growth and reduce net capital expenditure by more than £1 billion pounds over the next five years, cutting its freehold property mix to 30%-40% from around 50% currently. The UK's biggest hotel operator warned that the move would reduce adjusted profit before tax by £10 million pounds in the current financial year as it transitions sites during the second half of FY27.

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4/30/2026

Kao Shareholders Vote Down Oasis's Bid for Independent Supplier Probe

Nikkei Asia (04/30/26)

Shareholders of Japan's Kao (4452.T) on Thursday voted down Oasis Management's proposal for an independent probe into the household products maker's Southeast Asian supply chain, amid questions over environmental and labor standards tied to palm oil and pulp and paper sourcing. Palm and palm kernel oil are typically used to produce soaps, detergents, shampoos and haircare products, while paper and pulp are key ingredients for diapers, wipes, cartons and packaging materials. Despite being voted down, the proposal by Oasis Management -- a 12.5% stake holder in Kao -- opened a new front in Japanese shareholder activism, which has until now largely engaged companies with operational inefficiencies or corporate scandals. "Activist proposals are often voted down, so the result was not a surprise," said Yoshinori Hirai, a lawyer and expert in shareholder activism. "What matters is that the proposal drew a certain level of shareholder support." Kao is generally considered a well-run company. It expects to post a 36th straight annual dividend increase for the fiscal year ended in December and prides itself on its reputation as a sustainability leader, bolstered by numerous awards and certifications. That reputation, however, may have drawn scrutiny from Oasis Management, which has been campaigning for changes to Kao's board since taking a stake in the company in 2024, said the lawyer Hirai. Hirai said it is too early to predict whether similar shareholder proposals will become more common in Japan, but added that companies positioning themselves as sustainability leaders are likely to face closer scrutiny from activists. Oasis made a request on March 5 that the company hold an extraordinary shareholders' meeting (ESM) to vote on its proposal. The Hong Kong-based investor was warning about Kao's potential exposure to Indonesian and Malaysian suppliers allegedly responsible for deforestation, land grabbing and labor abuses. In its request, Oasis listed a number of "high-risk suppliers" -- including plantation owners and palm-oil processing factories -- that are shunned by competitors like Unilever (NYSE: UL) but remain on Kao's supplier list. Oasis also took issue with Kao's grievance mechanism that is designed to allow stakeholders to notify about instances of labor and environmental violations by major suppliers. Such stakeholders can include non-governmental organizations and smallholder farmers who have been affected by abuses by large plantation owners. Oasis argues that Kao caps its grievance list to only 323 smallholder farmers, excluding the vast majority of the palm supply chain as well as its entire pulp and paper suppliers. Kao says it operates a compliance hotline alongside its grievance mechanism that is open to all stakeholders, and argues that its supplier list reflects potential -- rather than actual -- business partners. Most of the companies cited by Oasis do not work with Kao or its direct suppliers, it added. While Kao has pledged to set up a third-party panel to review the issues, Oasis had called for an investigation led by three lawyers it has nominated. One shareholder, a man in his 60s, said he voted for the Oasis proposal, arguing that "Kao, as a major consumer products maker, needs to be fully accountable for its business activities," while opposing the activist's call for an investigation led by lawyers it would nominate. At the shareholders' meeting, some investors also questioned Oasis's aims. A shareholder in his 50s said he voted against the proposal, adding that he came away with the impression that Kao is already taking the issue of supply-chain sustainability seriously.

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4/29/2026

Lululemon Founder Casts Doubt on New Chief as Proxy Fight Escalates

Financial Times (04/29/26) Barnes, Oliver

Lululemon’s (NASDAQ: LULU) founder and largest active shareholder has raised doubts about the appointment of the company’s new chief executive, as the struggling activewear maker remains locked in a proxy battle with its former leader. Chip Wilson said appointing former Nike (NYSE: NKE) executive Heidi O’Neill to the top job in the midst of a proxy contest “will call into question if the CEO search should be examined with a refreshed board,” according to a letter to Lululemon shareholders. Wilson’s letter is the latest escalation in his attempt to spur a turnaround at the company he founded in 1998 and where he served on the board until 2015. He still owns a stake of 8.6%. Shares in Lululemon have almost halved over the past year, as the brand’s dominance in the activewear sector has been eroded and consumer spending declines. O’Neill is set to start as chief executive in September, after her appointment was announced this month following a months-long search. In his letter Wilson conveyed that O’Neill might not be the right candidate and also expressed frustration that a September appointment would leave Lululemon without a permanent chief for nearly 300 days. Wilson last year nominated three of his own picks for the board, including On Running co-chief executive Marc Maurer, in a bid to revive Lululemon’s performance. The company has also attracted the attention of Elliott Management, which has built a stake of more than $1 billion. Lululemon on Tuesday appointed former Unilever (NYSE: UL) executive Esi Eggleston Bracey to replace a retiring director. The move follows the departure in March of longtime director David Mussafer, the chair of private equity group Advent International. In his letter, Wilson urged Lululemon shareholders to vote for his three board nominees at the annual meeting in late June.

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4/29/2026

Unilever Gets Marmite Reaction to McCormick Deal as Investor Fury Spreads

City AM (04/29/26) Lyon, Ali

Unilever (NYSE: UL) is facing a mounting investor backlash over its recent multibillion-pound tie-up with U.S. food giant McCormick, with shareholders accusing the consumer goods behemoth of rushing the deal through without a vote and loading the new vehicle up with too much debt. Shareholders in the FTSE-100 conglomerate told City AM that they were supportive overall of the group's major simplification drive, but that the mega-merger it struck in March between its foods division and McCormick “felt rushed” and should have been put to investors in a vote. Unilever took investors off-guard when it announced it had agreed a $45 billion (£33 billion) deal to combine its food arm, which boasts staples like Marmite and Knorr, with U.S. flavorings juggernaut McCormick to create one of the largest standalone food groups in the world. The deal was part of a wider drive from the Anglo-Dutch consumer group to focus on the high-growth elements of its portfolio, personal care and beauty and wellbeing. The firm had already chosen to spin its ice cream business off as a separate company in December as part of the same simplification drive, which is being championed by activist investor and Unilever board member Nelson Peltz. But the terms of its deal with McCormick, which owns brands like French’s mustard and Schwartz seasonings, has attracted the ire of investors, who question the fast-moving consumer goods (FMCG) firm’s decision to use the recent listings overhaul to bypass a shareholder vote. “Having the ability to vote removed is questionable corporate governance,” Jack Martin, portfolio manager at Oberon and Unilever investor, told City AM. “It’s not great if you’re a big fund and you own 5% of the company, you’re the owner, you should have a say – that’s not ideal.” The tie-up was the largest in the histories of both companies and, under the terms announced, gives Unilever shareholders control of 65% of the new entity. One Unilever top 20 shareholder, speaking on the condition of anonymity, told City AM that they risked being “stuck” in a low-growth sector, and would dump their holding in the new entity when it was launched. A spokesman for Unilever said: “Under the UK rules, it was the board’s responsibility to approve the transaction and conclude that it is in the best interests of the company and its shareholders. “The transaction received unanimous support from the board. We value open dialogue with our shareholders and will continue our engagement to explain the benefits of this transaction.” Meanwhile Will Knott, a portfolio manager and Unilever shareholder at Ninety One, warned the new entity risked being hit by a wave of forced sellers as funds whose focus is on UK or European companies were forced to exit their holding. “Unilever has a majority UK European investor base, a lot of whose mandates – including mandates we have here at Ninety One, are UK or European equity funds and so they shouldn’t really be holding shares in a U.S. based us food company” he said. “There was always going to be a question over that.” Oberon’s Martin added that he planned sell his fund’s holding in the new entity, then reinvest the returns back into Unilever’s core business. “With transactions of this nature you get do get a wave of indiscriminate sellers, who get shares in the new company and don’t want to own them,” he said, adding: “We don’t own Unilever for the food division. That is going to be the playbook for a variety of investors.” A Unilever spokesman said: “This transaction accelerates Unilever’s strategy and creates two stronger companies, each with an improved growth profile. It originated from an inbound proposal from McCormick, creating an opportunity to deliver a growth-led separation of Foods at an attractive valuation. We are confident it will unlock significant value for our shareholders.” The spokesman added that McCormick will pursue a secondary listing in Europe. Analysts have identified London and Amsterdam, where Unilever's spun-off ice cream division was listed last year, as the two most likely destinations. Unilever shares fell by more than 7% on the day, extending a run of declines this year that has seen its stock price fall over 11%. McCormick's fell as much as 10% in the United States, with investors balking at the amount of debt being loaded onto the new entity as part of the transaction. Unilever currently operates with a net debt to earnings ratio of about two times earnings before interest, taxation, depreciation and amortization (EBITDA). The new entity will be launched onto the market with a net debt to EBITDA ratio of nearly four to one, as McCormick was forced to borrow $15 billion in a bridging loan to help fund the tie-up. Knott, who is also supportive of Unilever's simplification drive overall, said the debt being loaded onto the new vehicle was “right on the cusp of being uncomfortable.” “From our perspective as kind of quality minded investors, it is right at the threshold of what we would deem as an appropriate level of leverage for an asset like that,” he added. The remarks add to growing unrest among the Unilever investor base, with analysts at RBC Capital markets saying after the announcement they weren't “overly impressed by what they see.”

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4/29/2026

Universal Music to Sell Half its Spotify Stake for Buybacks, Q1 Hit by Weak Dollar

Reuters (04/29/26) Marchandon, Leo

Universal Music Group (UMG.AS) said on Wednesday it would sell half of its equity stake in Spotify (SPOT.N) and double its share buyback program, as it reported first-quarter revenue held back by a weaker U.S. dollar. UMG said proceeds from the stake reduction would be used for the buyback and also shared with artists. The move comes three weeks after investor Bill Ackman made an unsolicited $64 billion bid for UMG, arguing the market was not fully valuing its 2.7-billion-euro Spotify stake. Ackman proposed selling the holding and using 1.5 billion euros of the proceeds as part of the takeover's cash consideration. UMG's board has now moved independently, approving a sale on its own terms rather than returning the proceeds directly to shareholders, as Ackman had advocated. The decision allows UMG to honor its "Taylor Swift clause" - a commitment made in 2018 when the pop star re-signed with the label on the condition that any proceeds from a Spotify stake sale would be shared with all artists on a non-recoupable basis. UMG said it also planned to launch an additional 500-million-euro share buyback, subject to shareholder approval at its annual general meeting, doubling its total buyback authorization. The board said it views the shares as undervalued relative to the company’s performance and prospects. First-quarter revenue came in at 2.9 billion euros ($3.4 billion), flat year-on-year in reported terms but up 8.1% in constant currency. Adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) fell 3.8% to 636 million euros, but rose 3.9% in constant currency. Top sellers in the quarter included BTS, Taylor Swift, Olivia Dean, Morgan Wallen, and the K-Pop Demon Hunters soundtrack, the company said.

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4/29/2026

Engine Capital Urges Government Contractor KBR to Explore a Sale

Wall Street Journal (04/29/26) Thomas, Lauren

Engine Capital has a roughly 2% stake in KBR (NYSE: KBR) and is urging the government contractor to explore a sale because it believes the company’s businesses are being undervalued in the public market, according to a letter viewed by The Wall Street Journal. KBR has a market value of roughly $4.5 billion, with its stock price down more than 25% since it announced plans last September to separate its businesses. KBR, run by Chief Executive Stuart Bradie, is an engineering, consulting, logistics, and training company. It is in the process of dividing into two, with one firm focused on so-called mission technology solutions, serving military and other government agencies, and another firm (being called New KBR) focused on sustainable technology, centered on energy transition and emissions reduction. KBR said the split would let investors value their underlying businesses better. Engine argues that the planned separation would be costly and create new risks and tax difficulties, according to the letter that was delivered to KBR’s board of directors on Monday. Instead, Engine believes KBR could attract both private-equity and strategic buyers for the company and could fetch from $48 to $55 a share in a transaction. KBR shares closed Wednesday at $36.02. “A full-company sale would offer shareholders a clear and immediate realization of value,” Engine Managing Member Arnaud Ajdler wrote in the letter. “It would also mitigate execution risk, eliminate incremental standalone costs and allow an acquirer to optimize the business under its own management and operating structure.” Another investor previously supported plans for KBR to separate its segments. Irenic Capital Management built a stake in KBR in late 2024 and pushed the company to spin off the private-sector part of its business, the Journal previously reported. Engine, founded in 2013 by Ajdler, has roughly $1.5 billion under management. Earlier this year, Engine successfully pushed for the sale of uniform supplier UniFirst (NYSE: UNF) to Cintas (NASDAQ: CTAS).

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4/28/2026

Starboard Value Takes Stake in AI Software Maker Dynatrace

Wall Street Journal (04/28/26) Thomas, Lauren

Starboard Value has taken a significant stake in AI-software maker Dynatrace (NYSE: DT) and is pushing for changes that could help boost the stock, according to a draft of a letter seen by The Wall Street Journal. Starboard is now a top-five shareholder in the company and has been privately engaging with Dynatrace management in recent months, the draft letter to the company says. The letter is written by Starboard managing member Peter Feld and is expected to be delivered on Tuesday. The investor believes Dynatrace should be a big winner from more companies integrating artificial intelligence into their operations, according to the letter. Yet it has been underperforming, and its shares are trading at a discount relative to its peers in software infrastructure and cybersecurity, the letter says. Dynatrace had a market value of almost $11 billion as of Monday. Its stock is down more than 15% year-to-date and down more than 20% over the past 12 months. There has been a wide selloff in software stocks this year, with investors concerned that those businesses could be replaced by artificial intelligence. Dynatrace specializes in so-called observability platforms that are powered by AI and help companies monitor and automate their own software systems. Some of its customers include TD Bank (NYSE: TD) and Air Canada (TSE: AC), according to the company’s website. Starboard believes Dynatrace shares have dropped as revenue growth has stagnated and investors are skeptical the business can improve in the near term, the letter says. The investor sees an opportunity for Dynatrace to expand margins, including by targeting expenses related to sales and marketing. Starboard also thinks Dynatrace should accelerate its share buybacks. The company recently signed off on a fresh $1 billion share-repurchase plan, but Starboard says it feels Dynatrace could return more than $2.5 billion over the next three years. Dynatrace could nearly double its per-share free cash flow within the next three years, to over $3.30, Starboard’s letter says. There has been a wave of consolidation in the industry as cybersecurity companies look to combine with these types of observability businesses in tech to offer more services to their customers. Palo Alto Networks (NASDAQ: PANW) struck a more than $3 billion deal for Dynatrace peer Chronosphere late last year. Cisco (NASDAQ: CSCO) struck a $28 billion deal for Splunk (NASDAQ: SPLK), where Starboard was also an investor, in late 2023. Starboard says in its letter that Dynatrace’s board should be open to all paths to maximize shareholder value. Analysts have said recently that they are optimistic about Dynatrace’s growth prospects in the coming years because of new product rollouts and some big customer contracts coming up for renewal. Starboard, run by Jeff Smith, has been active with cybersecurity and other tech investments. Some of its other recent investments include the industrial company Flowserve (NYSE: FLS) and used-car retailer CarMax (NYSE: KMX), where it secured board seats earlier this month.

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4/28/2026

Elliott Takes Stake in Nippon Express; Shares Jump Most Ever

Bloomberg (04/28/26) Du, Lisa

Elliott Investment Management built a stake Nippon Express Holdings Inc. (TYO: 9147), sending the logistics company’s stock to a fresh record as the fund ramps up its investment activity in Japan. Shares of Nippon Express jumped as much as 18%, the biggest intraday gain ever, after the U.S. hedge fund disclosed a 5.04% stake in the Tokyo-based company. While it’s not yet clear what Elliott’s intentions are with Nippon Express, the firm has focused many of its Japan investments on companies with large holdings of real estate which are not accounted for at market value. Paul Singer’s Elliott has in the past pushed for engaged companies to sell and lease back real estate, and use the proceeds to buy back shares. The pace of Elliott’s investments in Japan has accelerated over the past year. Nippon Express marks its third publicized campaign in the country this year — already in line with the total number of investments it disclosed in all of last year. In 2025, the fund clashed with Japan’s most powerful conglomerate the Toyota group, pushing for a higher price in an Akio Toyoda–led deal to take Toyota Industries Corp. (TYO: 6201) private. It later reached an agreement to tender its Toyota Industries shares at a price 26% above the initial offer. In the weeks after ending the Toyota standoff, Elliott has disclosed stakes in shipping company Mitsui OSK Lines Ltd. (TYO: 9104) and air conditioner manufacturer Daikin Industries Ltd (TYO: 6367). Japan’s logistics sector has also been a favored option for private equity buyouts due to its real estate holdings. A CLSA report in July said Nippon Express’s property holdings made it vulnerable to a take-private that might use a similar approach that KKR & Co. (NYSE: KKR) did with Hitachi Transport System. The report estimated at the time that sales of Nippon Express’s real estate and equity holdings could generate around ¥723 billion after tax. In 2023, KKR purchased Hitachi Transport for about ¥670 billion, later renaming it Logisteed. The private equity giant later sold off a handful of the company’s warehouses and then in December sold a 19.9% stake in Logisteed to Japan Post (TYO: 6178) for around ¥142.3 billion.

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4/28/2026

Lululemon Appoints New Director as Proxy Fight With Founder Looms, Sources Say

Reuters (04/28/26) Herbst-Bayliss, Svea

Lululemon Athletica (LULU.O) is appointing an executive with significant branding and marketing experience to its board as the athletic apparel maker's founder presses management to revive its brand, sources told Reuters. Esi Eggleston Bracey, who was chief growth and marketing officer at Unilever (ULVR.L) until earlier this year and previously held senior positions at Procter & Gamble (PG.N), will become a director immediately, the sources said. At Unilever, which makes Dove personal care products, she led the global transformation of marketing across a portfolio of more than 400 brands. She also worked at cosmetics maker Coty (COTY.N) where she helped reposition its CoverGirl brand. Since 2021, Eggleston Bracey has been a director at houseware and kitchen supply company Williams-Sonoma (WSM.N) and serves on its audit and finance committee. She will stand for election at Lululemon's annual meeting, which has been scheduled for June 25. Director Shane Grant, who is chief operating officer, Americas at Colgate-Palmolive (CL.N), said he will not stand for re-election, the sources said. Lululemon's decision to add a second new director in as many months comes days after it named a new chief executive officer and continues to tangle with its founder, Chip Wilson, who has said the company has lost its "cool" factor. Heidi O'Neill will start as chief executive officer in September after her non-compete agreement with Nike (NKE.N). In March Lululemon added former Levi Strauss & Co (LEVI.N) CEO Chip Bergh as a director. Wilson, who founded Lululemon in 1998 and left the board in 2015, wants investors to elect three directors he selected and has said a new CEO should have been picked only after a broader board refreshment. A representative for Lululemon declined to comment. Lululemon's decision to add Eggleston Bracey signals the board and management are taking steps to revive a brand that popularized the term athleisure when people wore its signature yoga pants to the gym and, during COVID, to the home office and almost everywhere else. Lululemon went public in 2007 and its stock hit a high at $511 in late 2023. It closed at $146.94 on Monday, after a 45% drop over the last year, which leaves it with a market valuation of $17 billion as it faces increased competition from newer rivals like Alo Yoga and Vuori in the United States. But some investors have also praised strong international sales numbers and innovative products like stretchier pants, noting the signs of improvement are becoming visible. Still the proxy fight with Wilson, who owns roughly 4.3% of the company, looms large after documents seen by Reuters show there have been discussions between the two sides but no settlement agreement has been reached.

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4/28/2026

Japan’s Mitsui O.S.K. Planning REIT to Boost Property Gains

Wall Street Journal (04/28/26) Narioka, Kosaku

Mitsui O.S.K. Lines (9104) is planning to set up a real-estate investment trust to unlock the value of its property holdings, a move that could assuage concerns of some investors, such as Elliott Investment Management, which has been asking the shipping company to improve shareholder returns. The Japanese company is preparing to establish the REIT to sell some of its properties, Mitsui O.S.K. Chief Executive Jotaro Tamura said. “Instead of simply giving up, we are going to keep assets rolling by using asset-management techniques,” he said in an interview. He declined to comment on the size of the potential REIT. Mitsui O.S.K. operates hundreds of vessels globally, including one of the world’s largest fleets of liquefied natural gas carriers, and owns prime properties in cities such as London, Sydney, Osaka, and Tokyo. A private REIT is one of the options under consideration, said Sanae Sonoda, the company’s chief communications officer. Earlier this month, Elliott said a medium-term management plan, unveiled by Mitsui O.S.K. at the end of March, fell short of addressing large unrealized gains tied to the company’s real-estate and vessel holdings. In March, Elliott said it had built a significant stake in the shipper, adding that the Japanese company was materially undervalued despite its strength in shipping and its standing as a major owner of oceangoing vessels. Asked about his views on Elliott’s statements, Tamura declined to comment on any specific investor, saying that the company treats shareholders fairly and engages with them individually to incorporate their views into the company’s thinking.

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4/28/2026

Lululemon Says Its Founder Has Advised Rivals Alo and Vuori

Bloomberg (04/28/26) Meier, Lily

Lululemon Athletica Inc. (NASDAQ: LULU) says founder Chip Wilson has advised competitors Alo and Vuori amid his long-running spat with the company. The relationship between Wilson, one of the retailer’s biggest investors, and the two upstart yoga brands was disclosed in Lululemon’s preliminary proxy filing on Tuesday. The document also includes details about Wilson’s communications with the board over the past several months as he has pushed for a shakeup at the company, criticizing its management and pitching his own slate of directors. According to the filing, Wilson told Lululemon on Feb. 24 that other companies such as Alo and Vuori had sought and received his advice, and adopted his playbook, while Lululemon hadn’t. The company added that Wilson told Lululemon two months later: “I help Alo and Vuori because they ask.” “Chip Wilson is not and has never been a paid advisor to either Alo or Vuori,” Wilson’s spokesperson said in an emailed statement. “He is also not an investor in either company. As a recognized leader in the space, he is often approached for advice. Those who have read his book and seek his perspective on how to build new brands have seen their business grow immensely unlike Lululemon.” Vancouver-based Lululemon is grappling with a turbulent period of slowing growth and investor unrest. The company is losing market share to new athleisure brands like Alo and Vuori, and has faced customer backlash from recent product mishaps, such as selling leggings that were see-through. Last week, the company surprised investors with its pick to be the next chief executive officer — a Nike Inc. (NYSE: NKE) veteran with no previous experience as CEO. The next day, the stock fell the most in seven months.

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4/28/2026

Dynatrace Responds to Starboard Value Activist Campaign

Investing.com (04/28/26)

Dynatrace (NYSE: DT) said Tuesday it will engage with Starboard Value LP following the firm’s recent press release and letter to the company. The engagement comes as the stock has declined 28% over the past six months, though 30 analysts have recently revised their earnings upwards for the upcoming period, according to InvestingPro data. The software company’s board and management team have met with Starboard for introductory meetings and will continue discussions to evaluate the investor's views and ideas, according to a press release statement. Dynatrace reported delivering three consecutive quarters of 16% annual recurring revenue growth through the third quarter of fiscal 2026 on a constant currency basis. The company doubled revenue to an annualized run rate exceeding $2 billion in the third quarter of fiscal 2026 compared to the same period four years earlier, while expanding non-GAAP operating margins by over 400 basis points. Revenue growth for the last twelve months reached 18.2%, supported by an impressive gross profit margin of 81.75%. For the third quarter of fiscal 2026, Dynatrace reported a non-GAAP operating margin of 29% and a pre-tax free cash flow margin of 30%, each on a trailing 12-month basis. The company completed a $500 million share repurchase program initiated in May 2024, finishing the buyback in February 2026. Dynatrace announced a new $1 billion share repurchase program in February 2026, doubling the size of the prior authorization. Dynatrace provides an AI-powered observability platform that combines observability, application security, and AI operations for IT and development teams. The company generates revenue primarily through subscription agreements. The board and management team stated they remain committed to acting in shareholders’ best interests and regularly engage with investors. The company said it will continue reviewing strategic opportunities and capital allocation priorities while executing its strategic plan. Despite trading at a P/E ratio of 60.15, InvestingPro analysis suggests the stock is currently undervalued relative to its Fair Value, placing it among opportunities on the most undervalued stocks list. For deeper insights, investors can access Dynatrace's comprehensive Pro Research Report, one of 1,400+ available reports that transform complex Wall Street data into actionable intelligence.

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4/27/2026

Daikin Shares Edge Up After Elliott Outlines Cost Cuts

Nikkei Asia (04/27/26) Obe, Mitsuru

Shares of Daikin Industries (TYO: 6367) firmed on Monday after Elliott Investment Management laid out a plan to boost returns at the world's largest air-conditioner maker. Daikin shares went up as much as 1.8% to 21,960 yen on the Tokyo Stock Exchange following the release of the plan by Elliott before the market's 9 a.m. open. The 48-page slide deck, entitled "Elliott's Perspectives on Daikin," highlights how the company's shares have underperformed global peers and broader markets over the past three years. It lays out a "pathway" to lift Daikin's operating profit margin to 14% from 9% and double return on equity to 20% over the next five years. The move comes ahead of the Osaka-based company's release of a five-year business plan, dubbed Fusion 2030, and full-year earnings results on May 12. Daikin shares hit a high of 23,065 yen on April 16 after Nikkei reported that the New York hedge fund acquired 3% of Daikin shares and demanded share buybacks worth up to 1 trillion yen ($6.3 billion). Elliott argues that Daikin's corporate value is discounted by nearly 50% relative to global peers, despite the company expanding its share of the global heating, ventilation and air-conditioning (HVAC) market to 14% in 2025, up from 11% in 2015. In 2025, Daikin was the global market leader, followed by China's Midea (000333.SZ) at 10% and Gree (000651.SZ) at 9%, and U.S. rivals Trane (NYSE: TT) at 9% and Carrier (NYSE: CARR) at 8%, Elliott said. Daikin shares have traded sideways over the past two years, even as Tokyo and New York stocks rose about 50%. The company's price-earnings multiple stands at 17.9, compared with 24.7 for global peers, Elliott said. "Today, Daikin is the most discounted HVAC company globally," Elliott said, adding that a key source of the undervaluation is weak returns on equity and profit margins. Daikin's profit margin of 8.5% compares with 15.5% at global peers, while its ROE of 9.3% lags their 24.1%, it said. Elliott also cited comments from unnamed former Daikin executives who said the company still has room to improve profit margins without sacrificing its leadership in the industry. According to the former executives, Daikin has failed to fully integrate acquired businesses and kept associated costs in place, built new facilities that are now largely idle, and lacks discipline in capital spending. They also pointed to the company's purchasing efficiency, saying it often pays a higher price for components than most of its peers. Elliott also cites three subsidiaries and operations as warranting consideration for divestiture -- American Air Filter International; AHT Cooling Systems, which is an Austrian maker of refrigerated display cases for supermarkets; and the oil hydraulic business, saying they lack strategic fit. The investor added that Daikin's chemicals business, which includes supplying fluorochemical products to the semiconductor industry, "could be more optimally run as a fully separated business."

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4/27/2026

Japan to Tighten Rules for Shareholder Proposals Amid Pushback Against Activism

Reuters (04/27/26) Yamazaki, Makiko

Japan is moving to tighten the criteria for submitting shareholder proposals, signaling a growing backlash from companies frustrated by intensifying pressure from activist investors calling for change. The push for legislative change is being driven by lawmakers and business lobbies who argue that current rules have allowed what they describe as abusive proposals, forcing companies to divert resources away from long-term growth to deal with short-term investor demands. An influential group of lawmakers from Japan's ruling party plans to recommend raising shareholder proposal thresholds and restricting proposals on business execution to Prime Minister Sanae Takaichi next month. "Japan's rules on shareholder proposals and activism may be too lax, leaving more companies facing tough demands at shareholder meetings," Junichi Kanda, a key member of the parliamentary group, told reporters last week. Activist investors submitted shareholder proposals to a record 52 companies out of more than 2,000 firms holding annual meetings in June last year, up from 46 a year earlier, buoyed by corporate governance reforms first launched in the mid-2010s. Under current law, a shareholder may submit a proposal if they have held for six months either at least 1% of voting rights or at least 300 voting units in companies. Critics say the latter threshold has become far easier to meet in recent years as companies cut minimum share lot sizes and carried out stock splits, sharply reducing the cost of qualifying. A justice ministry advisory panel issued an interim proposal on revising the Companies Act in March, presenting two options on shareholder proposal rules: limiting eligibility to holders of at least 1% of voting rights, or retaining a unit-based criterion while raising the current 300-unit threshold. The justice ministry is seeking public comment before submitting a bill to parliament next year. Some investors have come out against Japan's pushback on corporate activism. "In general, any measures which reduce shareholders' ability to engage is a negative for corporate reform," said Manoj Jain, co-founder and Co-CIO of Hong Kong-based Maso Capital. "Activist investors will now need to make a minor adjustment as they formulate their plans." Yutaka Suzuki, chief researcher at Daiwa Institute of Research, said the removal of the 300-unit rule alone would have little impact on activism. "It would affect individual investors, but most activists own more than 1% of their targets," he said. Some business lobbies are calling for further raising the hurdles, increasing the 1% threshold to 5% or limiting the scope of proposals related to business execution. But such options are not under consideration at the justice ministry advisory panel right now. Activists found fertile ground in Japan to push for higher dividends, share buybacks and structural changes, sharpening management focus on capital discipline and supporting the stock market's record run. Reuters reported on Monday London-based Palliser Capital has made a "significant" investment in factory automation firm SMC Corp (6273.T), proposing it make a $3.8 billion share buyback. While keen to attract foreign investment, the Takaichi administration is also urging companies to step up capital spending and wage hikes to underpin long-term growth. Takaichi said in November that there had been "a slightly excessive focus" on shareholders, but she has recently avoided direct comments on the issue, instead stressing the importance of allocating resources not only to shareholder returns but also to investment in people and new business areas.

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4/27/2026

Palliser Takes Stake in Japan's SMC, Proposes $3.8 Billion Buyback

Reuters (04/27/26) Nussey, Sam; Bridge, Anton

Palliser Capital has made a "significant" investment in Japanese factory automation firm SMC Corp (6273.T) and has proposed it make a $3.8 billion share buyback, according to a letter sent to the company. Palliser believes SMC, which makes machinery used in chipmaking, has shown foresight in investing in production capacity but said the company is undervalued and should focus on improving utilization and margins, the letter, reviewed by Reuters, showed. SMC has capacity to conduct a 600 billion yen ($3.8 billion) share buyback over the next two years and maintain a consistent dividend payout ratio of at least 40%, the fund said in the letter. The letter did not provide further details on the stake, and Palliser declined to comment. SMC said it had received the letter and would announce earnings on May 14. As investment in artificial intelligence boosts the chipmaking sector, Japanese firms with strengths in niche areas of the supply chain have become a particular focus for investors. "With strengthening semiconductor demand and recovery in non-semiconductor industries, SMC is well positioned to optimize capacity utilization," Palliser said in the letter. Shares in SMC, which was founded in 1959 and whose products include valves, actuators and chillers, have underperformed its peers over the last five years, the letter said. SMC shares extended gains and were up 9% in Tokyo, compared with a 0.8% rise in the benchmark index. There is "a significant disconnect between SMC's current market valuation and the quality of its underlying business fundamentals," according to the letter. Surging activist activity in Japan is putting continued pressure on companies as corporate governance reforms push firms to unwind cross-holdings, sell non-core assets and buy back shares. Revisions to the corporate governance code stressing the need to ensure efficient use of cash are raising expectations that more companies may deploy their cash reserves. "SMC would demonstrate leadership in disciplined excess cash deployment ahead of the anticipated revisions to Japan's corporate governance code later this year," according to the letter. Palliser has previously taken stakes in MSG maker Ajinomoto (2802.T), which produces film used in package substrates for chips, and toilet manufacturer Toto (5332.T), which makes electrostatic chucks used to hold wafers during chipmaking. The proposals have included that Ajinomoto should increase disclosure around its functional materials business and increase prices. Its other investments have included Keisei Electric Railway (9009.T) and Japan Post Holdings (6178.T) in Japan and LG Chem (051910.KS) in South Korea.

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4/27/2026

Swatch Group Investor Battle Heats Up After ISS Backs Greenwood Investors

Bloomberg (04/27/26) Catelli, Allegra

The Swatch Group AG (UHR.SW) is facing renewed investor pressure after a key proxy adviser Institutional Shareholder Services recommended shareholders support a board candidate backed by a Greenwood Investors. Steven Wood, founder of Greenwood Investors, is pushing to be nominated as the representative of bearer shareholders on the board at the annual general meeting next month. ISS urged investors to vote for Wood, citing weak long-term performance and governance shortcomings, including a lack of board independence and the continued influence of the Hayek family on Swatch. The endorsement follows a similar stance from Swiss proxy adviser Ethos Foundation, which backed Wood’s candidacy at last year’s meeting, citing concerns about governance. Swatch has said Wood isn’t suitable as a representative of bearer shareholders, given only about 4% of what’s held by GreenWood Builders Fund IV is this type of stock. The company has instead proposed Andreas Rickenbacher to the board. The endorsement marks a setback for Swatch, which has argued its structure reflects its Swiss identity and long-term strategy. Shares have fallen around 6% since the start of the conflict in the Middle East, though they are still up since the start of the year. Operating profit fell by more than half in 2025. Greenwood welcomed the ISS recommendation, saying that Wood would bring “an independent expert with critical capital markets, industrial cross-border, and operational excellence skillsets.” “Our proposals and candidate represent necessary first steps to rectifying governance shortcomings and addressing the stagnation at the company,” Wood said. The outcome may hinge on Swatch’s voting structure, which has previously allowed the controlling Hayek family to block dissident nominees despite support from certain share classes.

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4/27/2026

Seer Denies Investors' Raised Buyout Offer, Says it 'Significantly Undervalues' Company

San Francisco Business Times (04/27/26) Leuty, Ron

A bloc of investors bumped up its price for Seer Inc. (NASDAQ: SEER) by $5.5 million — a dime more for each share — but the protein research tools maker's board said the offer still "significantly undervalues" the Redwood City company. A Seer board committee, however, continues to review the nomination of three director candidates brought forward by Houston-based investor Bradley J. Radoff and Michael Torok, the Boston-area managing director of JEC Capital Partners LLC. Radoff and Torok, known as the Radoff-JEC Group, have criticized Seer's spending and what they view as an underwhelming strategy to move the company toward profitability. Their critiques have been directed mainly at Seer co-founder and CEO Omid Farokhzad. Meanwhile, Radoff and Torok said, other companies have grown. They pointed to this month's initial public offering by Fremont's Alamar Biosciences Inc. (NASDAQ: ALMR), which like Seer makes equipment for researchers studying proteins. Alamar went public at $17, grossing about $191 million, and opened Monday at $24.65. Radoff and Torok, who collectively control about 7.6% of Seer's 56.4 million shares, have said they will take the company private and invest $10 million. The Radoff-JEC Group earlier this month made an unsolicited cash bid for Seer at $2.25 a share plus a contingent value right that would give Seer shareholders 80% of the net proceeds from a license, sale or other disposition of Seer's business and assets. The cash-for-shares portion of the bid increased last week to $2.35. The offer hinges on Seer having at least $215 million of net cash and equivalents at closing. "Our view remains straightforward: Seer has failed as a public company in every way under the current leadership team, including a share price decline of 90% since its IPO, cumulative reported losses exceeding $465 million and virtually no revenue growth," Radoff and Torok wrote in an open letter Friday to Seer's board, before directors took action. Seer went public in late 2020 at $19 a share. It opened Monday at $1.93. The nine-year-old, 140-person company commercially launched its Proteograph system for accessing all of the proteins expressed in the human body — known as the proteome — in 2021. Year-over-year revenue jumped 17% last year to $16.6 million. Seer has accumulated a deficit of $466 million through the end of last year, finishing December with $240.6 million in cash, equivalents and investments. In a statement Monday explaining directors' rejection of the Radoff-JEC offer, Seer said it is "building a market from the ground up … and continues to execute against its strategy" to expand current customers' use of the technology and expand its market with more innovation. The Seer board corporate governance and nominating committee will make recommendations ahead of an upcoming annual shareholder meeting on three candidates nominated by the Radoff-JEC Group. Those candidates are former Coya Therapeutics (NASDAQ: COYA) CEO Howard Berman, investment advisor Joshua Horowitz and Luis Rinaldini, the head of advisory firm Groton Partners.

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4/27/2026

Starboard Builds Stake in Flowserve, Push for Changes

Bloomberg (04/27/26) Baker, Liana; Carnevali, David

Starboard Value has built a significant stake in Flowserve Corp. (NYSE: FLS) and is speaking to the industrial company about potential changes, according to people familiar with the matter. Starboard and the company have been discussing ways the manufacturer could expand margins, the people said, asking not to be identified because the matter is private. The exact size of Starboard’s investment couldn’t be learned. “We regularly engage with shareholders and prospective investors to hear their views and appreciate their perspectives,” a representative for Flowserve said in a statement. “As a matter of practice, we do not comment on the specifics of our discussions.” Flowserve rose 5.7% to close at $87.92 in New York trading Monday, giving the company a market value of about $11.2 billion. Flowserve is one of the world’s top providers of pumps, seals, valve controls and other equipment for moving and controlling fluids in the oil and gas, chemicals, power generation and other heavy industries. Its business model hinges on selling critical parts and then servicing them for years. The company has been looking to ramp up its exposure to the faster-growing power and nuclear markets, after jettisoning its legacy asbestos assets last year. To that end, it agreed in February to buy Trillium Flow Technologies’ valves division for $450 million. Analysts have said the company is well-positioned to take advantage of industry megatrends such as the buildout of artificial intelligence, which is generating a push for new energy sources including nuclear power. In February, the company also announced that it had reached its target for reaching adjusted operating margin of 14% to 16% two years ahead of schedule, setting a new target of 20% by 2030, according to Bloomberg Intelligence senior industry analyst Mustafa Okur. That would bring “it in line with best-in-class peers such as ITT (NYSE: ITT),” Okur said in February. Flowserve has “significant margin expansion runway,” Citigroup Inc. (NYSE: C) analysts said in a research note on March 5. Last year, Flowserve agreed to merge with Chart Industries Inc. (NYSE: GTLS) to create a $19 billion company that would have served industries including data centers, water, industrial gas and mining. The deal fell apart after Baker Hughes Co. (NASDAQ: BKR) agreed to acquire Chart in July. Starboard, led by Chief Executive Officer Jeff Smith, has engaged some of the world’s largest companies and is currently pushing for changes at CarMax Inc. (NYSE: KMX), Lamb Weston Holdings Inc. (NYSE: LW), and Riot Platforms Inc. (NASDAQ: RIOT), according Bloomberg’s activism database.

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4/26/2026

Cevian Capital Backs Pearson Boss’ Pay Rise

London Times (04/26/26) Powell, Emma

Cevian Capital has said it will back a contentious plan that could hand the boss of Pearson (LON: PSON) a multimillion-pound pay increase amid a fight for global talent that has involved American executives being given outsized payouts. The education group has put forward a revised pay arrangement that would see Omar Abbosh, its chief executive, receive up to £12.8 million in total remuneration this year, deemed “excessive” by Glass Lewis and ISS, two influential shareholder advisory groups. The maximum payout would be an increase of about 45% on last year’s total potential package of £8.9 million, excluding the buyout by Pearson of share awards that he would have been entitled to under his previous employment. Cevian Capital, which in recent months has steadily built its stake to just over 18% to become Pearson’s largest shareholder, insisted that the policy had “clear pay-for-performance” that would encourage “long-term value creation." Alexander Svensson, a partner at Cevian, said: “Like many other leading UK companies, Pearson competes globally for talent, and support for its remuneration policy is key for retaining and incentivizing best-in-class leadership.” Research from Deloitte showed that 16 of the 55 FTSE 100 companies that have published their annual reports for last year had proposed significant pay increases to executive pay. The support from Cevian came despite both Glass Lewis and ISS recommending that shareholders vote against the executive pay proposals at the company’s annual meeting on May 1, which could leave it facing its third consecutive shareholder revolt over its pay policy. Pearson suffered shareholder rebellions over a change in its executive pay policy in 2020 and 2023. In 2023, just over 46% of investors voted against an increase in payout for Andy Bird, now 62, the former Disney executive who preceded Abbosh, in a binding vote. ISS told investors that the “substantial increase in the executives’ remuneration package and the resultant quantum are deemed excessive and are disproportionate to the company’s growth over the past few years." To qualify for the maximum payout Abbosh, 60, would need to meet certain performance-based targets including achieving a return on capital of 16% this year, compared with 11% last year, and adjusted operating profit growth of 14%, up from 6%. Abbosh’s fixed pay of £1.02 million would remain the same this year. Glass Lewis said that “shareholders may have reservations about the magnitude” of the increase in maximum rewards available under the long-term incentive plan, which would position the company at the upper end of the FTSE 100 despite its positioning in the lower quartile of the index” in market-value terms. Abbosh, a former Microsoft executive, was appointed to lead the FTSE 100 constituent at the start of 2024 and has sought to position the group as a technology-focused business that can benefit from the rise of artificial intelligence. A spokeswoman for Pearson said: “We firmly believe that a performance-based approach to pay, dependent on the delivery of strong earnings growth and shareholder returns, is aligned to the interests of our shareholders. “As such, we have materially increased the threshold and maximum payout targets, which will require delivery of exceptional performance against a redefined competitor set including some of the largest and most profitable companies globally.” Its proposed remuneration policy had “been carefully considered to reflect the commercial reality of the talent markets in which we compete, especially in a technology and AI-driven era,” the spokeswoman added.

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4/25/2026

ISS Urges WEX Investors Elect two Impactive Board Candidates

Reuters (04/25/26) Herbst-Bayliss, Svea

Institutional Shareholder Services said WEX (NYSE: WEX) shareholders should elect two of Impactive Capital's candidates, echoing a similar recommendation from other proxy advisory firms. ISS, whose reports are closely watched by investors, backed the hedge fund's co-founder, Lauren Taylor Wolfe, and technology and payments executive Kurt Adams for election in what is shaping up to be one of the year's most bitter board fights. It's recommendation, seen by Reuters on Saturday, urged investors to withhold votes from company directors Nancy Altobello and Stephen Smith at the May 5 annual meeting. Rival proxy advisory firm Glass Lewis recommended electing Taylor Wolfe and Adams and urged shareholders to remove Stephen Smith and CEO Melissa Smith from the board. Egan-Jones, the smallest of the proxy advisory firms, recommended investors elect all three of Impactive's director candidates. ISS said Taylor Wolfe and Adams bring fresh independence to the board and notes Adams "has more relevant professional experience in the areas where WEX is most challenged." It also dismisses the company's criticisms against Taylor Wolfe and said she would join the board as "an informed participant by virtue of her longstanding, active investment in WEX." Impactive, which owns just under 5% of WEX, has spent over a year preparing for this fight and is now asking investors to elect three newcomers to the nine member board. It blames CEO Melissa Smith for the company's lagging share price, saying her pay is too high, and considers the board's governance record poor. But the hedge fund stopped short of calling for Smith's ouster as CEO. ISS agreed with Impactive and said WEX has underperformed its self-selected peers for the majority of the CEO's tenure. It is "difficult to reconcile this track record with the board's positioning of results," ISS said. But ISS also notes that things are "not so dire that the CEO needs to be immediately removed from the board." WEX which offers payment processing and information management services has seen its stock price drop 34% in the last five years, cutting its market value to $5.2 billion. Earlier last week, WEX said the Glass Lewis recommendations "rest on thin analysis" while Impactive called the Glass Lewis report "unequivocal."

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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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1/16/2027

Dealmakers See More Retail Mergers and IPOs in 2026 After Tariffs Sidelined M&A Last Year

Reuters (01/16/27) Summerville, Abigail

Dealmakers predict an uptick in mergers and IPOs for retailers and consumer goods companies this year after punishing tariffs on imports to the United States had sidelined activity in the industry for the first half of 2025. Several national restaurant and convenience store chains are primed for IPOs, along with organic baby food company Once Upon a Farm, Hellman & Friedman-backed auto repair company Caliber Holdings, and Bob’s Discount Furniture, which is owned by Bain Capital, according to more than two dozen CEOs, M&A advisors and private equity investors who attended the ICR Conference in Orlando, Florida this week. “The number of high-quality companies that are in queue to go public in 2026 is higher than we’ve seen since 2021,” Ben Frost, Goldman Sachs' (GS) global co-head of the consumer retail group said in an interview. “The question is does that mean more will go public? If it does, private investors will see the ability to exit investments again (in a) regular way, which will help (private equity) activity.” Frost was one of the more than 3,000 attendees at the annual gathering, where executives from Walmart (WMT.O), Shake Shack (SHAK.N), and Jersey Mike’s were among presenters while bankers, lawyers and private equity investors spent much of their time brokering deals and landing clients behind the scenes. The upbeat mood was a marked shift from last spring after U.S. President Donald Trump's "Liberation Day" tariff announcements sent markets skidding and killed or stalled several consumer and retail deals. The second half of the year saw a resurgence in activity that brought with it several mega deals, including Kimberly-Clark’s (KMB.O) nearly $50 billion deal to buy Kenvue (KVUE.N), announced in November. "(Companies) are still really focused on growth and synergies. They’re looking at bigger deals than they’ve been willing to do for the last number of years. The back half of last year was the start of that,” Frost said. Kraft Heinz (KHC.O) announced in September it would split into two companies to unwind its 2015 merger, shortly after Keurig Dr Pepper (KDP.O) had agreed to buy JDE Peet’s for $18 billion with plans to split the coffee and non-coffee beverages into separate companies. In apparel, Gildan Activewear (GIL) bought Hanesbrands for $2.2 billion. Investors could also spur more deals and corporate breakups in the sectors, Audra Cohen, co-head of the consumer and retail group at law firm Sullivan & Cromwell, said in an interview at the conference. Corporate agitators have taken recent stakes in Lululemon Athletica (LULU.O) and Target (TGT.N), but aren't yet pushing for M&A. Lululemon hosted a morning yoga class and its management team met with analysts and investors at the conference. Meanwhile, private equity buyers are beating out companies for some deals, Manna Tree Partners co-founder Ellie Rubenstein told Reuters. Her firm sold its cottage cheese brand Good Culture to a larger consumer-focused firm L Catterton just last week. “A lot of these brands have gotten lost (inside big corporations) and the consumers don’t like it. You may see a lot of corporate carveouts this year,” Rubenstein told Reuters in an interview after her keynote address. She interviewed her billionaire father and Carlyle co-founder David Rubenstein, 76, on stage at the conference. The father-daughter pair contrasted their portfolios, pointing to Carlyle’s history of investing in fast food chains like McDonald's (MCD.N) and KFC Korea while Manna Tree saw big returns from investments in healthier food brands like pasture-raised egg producer Vital Farms (VITL.O) and Good Culture.

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4/30/2026

Lululemon’s New CEO Is Already in the Hot Seat—and She Hasn’t Even Started

Wall Street Journal (04/30/26) Thomas, Lauren; Kapner, Suzanne

Lululemon’s (NASDAQ: LULU) board members were under pressure. The company’s estranged founder had launched a proxy fight, with Elliott Investment Management waiting in the wings, and the board was being pushed to quickly recruit a new chief executive who could turn things around. When Lululemon landed on former Nike (NYSE: NKE) executive Heidi O’Neill for the job last week, Chairwoman Marti Morfitt and the board thought they had it in the bag. But the pick backfired spectacularly. Lululemon shares tanked, falling 13% the day of the announcement, and they have declined further since. Wall Street analysts critiqued her tenure at Nike, and investors complained that she wouldn’t be starting the new job for more than four months, leaving the struggling company without a permanent leader at a vulnerable time. Lululemon said in a statement that O’Neill has the full support of the board, which remains confident that her proven track record and operational expertise make her the right choice to lead the company. Days after naming O’Neill to the CEO job, Lululemon announced a new board member: former senior Unilever (NYSE: UL) executive Esi Eggleston Bracey. She will replace Colgate-Palmolive (NYSE: CL) Chief Operating Officer Shane Grant, who had been a target of Lululemon founder Chip Wilson. That announcement was seen by some as a way to try to contain some of the damage, but it made some investors—including Wilson—more furious. He has since said that the company replaced one “bean counter” with another. The addition of Bracey to the board was unrelated to the CEO announcement, according to a person familiar with the situation. Lululemon has been wading through turmoil for over a year, facing the public attack from Wilson and additional scrutiny from Elliott Investment Management. Wilson has been agitating for a board overhaul, and The Wall Street Journal has reported that Elliott was looking to help the retailer find a new leader. Both believe the business is challenged and the brand mismanaged, with sales in North America declining. The last CEO, Calvin McDonald, departed in January. O’Neill carries the weight of a Nike resume, but also some baggage. The longtime Nike employee worked there for over 25 years, most recently as president of consumer, product and brand. Under her watch, Nike doubled down on its direct-to-consumer approach, cutting out partnerships with retailers such as Macy’s (NYSE: M) and DSW, a move largely seen by former executives and investors as the main reason for Nike’s current struggles. Nike is still undoing much of the fallout from its direct-to-consumer push. After O’Neill’s departure, Nike split up her role into three separate positions. In announcing O’Neill’s appointment, Lululemon highlighted how much global scale she helped achieve at Nike. That didn’t sit right with some analysts, who have countered that fixing the U.S. business should take priority over global growth. “This is not a tuneup. It is a turnaround,” said Bill Campbell, director of research at Paragon Intel, a management research and analysis company. “The mandate is to fix North America, restore full-price discipline, reignite product newness, and put energy back into the brand. O’Neill may help stabilize the business, but she does not look like the obvious architect of the deeper reset this moment demands.” Other analysts are more upbeat. “She brings a significant breadth of knowledge in women’s performance apparel and her experience accelerating speed-to-market is particularly welcome at Lululemon where lead times have ballooned to about 24 months,” said William Blair analyst Sharon Zackfia. Analysts and investors will have to wait several months to see what O’Neill brings to the table. She has a noncompete agreement with Nike that means she can’t start the job until Sept. 8. In the meantime, the company is being run by interim co-CEOs Meghan Frank, who is the finance chief, and André Maestrini, the chief commercial officer. In March, Frank told investors that the company was working on fixing its U.S. business. “A top priority for the management team is returning to full-price sales growth in North America,” she said, explaining that the company was adding more new products and rebalancing its inventory to reinforce its premium positioning. A Lululemon investor said they’ve been disappointed that the company hasn’t made any major changes under the co-CEOs, and aren’t expecting any to come until O’Neill is able to take over and get her arms around the business. Wilson, in a letter to shareholders Wednesday, pointed out that the company would be without a permanent CEO for nearly 300 days, a decision that he said “escapes logic.” He said he hoped that O’Neill would be the right person for the job, but added that her long tenure at Nike “is not the symbol of transformative, creative-first leadership.” Wilson and O’Neill have exchanged messages since the news of her appointment, according to people familiar with the matter. Some big investors were pressuring Morfitt, who helped run the search for the next CEO, to move quickly. They felt the board wasn’t grasping the urgency of the company’s problems and the need to move fast to turn the business around. Executive search firm Korn Ferry conducted the CEO search for Lululemon. Other candidates under consideration in addition to O’Neill included Jane Nielsen, the former chief financial officer of Ralph Lauren (NYSE: RL), whom Elliott Investment Management had been pushing for the role. Elliott took a stake worth over $1 billion in the company as it tried to help facilitate a turnaround after McDonald’s (NYSE: MCD) abrupt departure, the Journal reported in December. Nielsen underwent an extensive interview process for the CEO job that lasted a few months, people familiar with the matter said. Nielsen had also been in discussions with Wilson about potentially joining his board slate, before she joined Elliott’s campaign to be CEO, according to people familiar with the matter. Other names circulating included Arc’teryx Equipment CEO Stuart Haselden. He had previously spent five years at Lululemon in roles ranging from finance chief to chief operating officer before leaving in 2020. Another name floated was Abercrombie & Fitch (NYSE: ANF) CEO Fran Horowitz. But it would have been too costly to buy her out of her existing contract with the apparel retailer, some of the people said. Neither Haselden nor Horowitz ultimately interviewed for the position, according to people familiar with the search. The Lululemon investor said that some shareholders were worried that a Lululemon insider was going to be tapped for the job, so O’Neill’s appointment was seen as a positive. But there also might have been some overly wishful thinking that someone with a bigger profile on Wall Street and more turnaround chops would end up as the next CEO, resulting in disappointment with O’Neill, the investor said. O’Neill’s appointment comes as Lululemon is engaged in a nasty proxy fight with Wilson, who has nominated a slate of three directors and argues that the company needs to refocus on its core values of creating innovative, premium activewear inspired by its muse—the Super Girl, a young, educated, working woman who is a trendsetter. Wilson and Lululemon have attempted to settle their differences privately and prevent their very public fight over board seats from going all the way to a shareholder vote. He and his financial advisers offered a three-year standstill deal in exchange for his three board seats, Wilson said in his letter to shareholders. Wilson’s three board nominees were also interviewed by Lululemon as it considered them for seats, the company said in a proxy filing this week. The company has argued that Wilson kept moving the goal posts on the terms of a potential settlement. Wilson says the board was seeking to have him put millions of dollars into an escrow account to cover a “hypothetical, potential future breach of the nondisparagement” clause. Lululemon hasn’t yet announced a date for its annual meeting. But a resolution seemed to move further away after O’Neill was named to the top job. Wilson is turning the heat back up. “All the roads of Lululemon’s value destruction lead back to one place: the Boardroom,” he wrote to shareholders. “This all comes back to the Board’s inability to understand the core drivers of the brand’s premium positioning and success.” When the company named O’Neill as its next CEO, Morfitt highlighted her vision and her three decades of experience in the retail sector. “We were thrilled by [the] candidates we saw,” Morfitt told the Journal in an interview the day the news was announced. She described the candidates as “very high caliber” and said “many of them said they would not make a move except for this one.” O’Neill stood out as “the clear choice to serve as the company’s next leader,” she said.

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4/29/2026

How Toilet Maker Toto Turned its Ceramics Know-How Into an AI Play

Nikkei Asia (04/29/26)

Japan's Toto (TYO: 5332) may be best known for churning out toilets, bathtubs and kitchens, but its earnings are now anchored by a very different kind of product: high-precision ceramic components used in the kind of semiconductor manufacturing equipment crucial to sustaining the artificial intelligence boom. After five decades of slow burn, this advanced ceramics business is set to generate well over half the group's operating profit in the fiscal year that ended in March, eclipsing its storied Japanese home equipment division for the first time. But British fund Palliser Capital says Toto needs to push its high-tech ceramics unit further into the spotlight, urging improvements in transparency and strategy. In a February letter, it called on management to "improve disclosure" on the division "to provide transparency on its competitive strength and growth outlook, ensuring its true value is appropriately reflected" in the company's share price. The London-based fund, which has accumulated a stake in Toto, has a track record of pushing for governance shifts at Japanese companies, including Keisei Electric Railway (TYO: 9009) and Japan Post (TYO: 6178). It also argues that Toto's investment into the fast-growing ceramics business is too modest. If Toto improves its disclosure and allocates more capital to its ceramics unit, the fund estimates that could push up the company's share price by as much as 55% -- from roughly 6,000 yen ($37.56) at the time of the letter to nearly 9,000 yen, far above the previous peak of 7,380 yen, hit in 2021. Toto's share price closed at 5,425 yen on Tuesday, ahead of its earnings announcement on April 30. Toto expects operating profit from the advanced ceramic division to jump 32% to a record 27 billion yen ($169 million) in the fiscal year ended March 2026. The segment is set to outperform the company's Japanese housing equipment business again, which is projected to earn 18 billion yen, and its overseas housing equipment unit at 7 billion yen -- giving ceramics a commanding 55% share of total operating profit. With the AI boom driving strong demand for semiconductor-related materials, expectations for further growth are rising. As more Japanese manufactures, such as Hitachi and Fujitsu, have boosted profitability by reshaping their business portfolios in recent years, investors are increasingly looking for Toto to follow a similar trajectory. Toto's ceramic research began in the 1970s, as Japan's postwar period of rapid growth tapered off and waves of home construction completed. "We wanted to use our ceramic expertise to create high-value products," said Junji Kameshima, manager of Toto's ceramics business planning department. The ceramics division was formally established in 1984. Its portfolio eventually crystallized around three core products for chipmaking equipment. First, electrostatic chucks, or e-chucks, for etching tools that form circuits on silicon wafers used in NAND flash memory for long-term storage. These devices electrostatically clamp the wafer to the chuck. Second, aerosol deposition components that protect chamber walls in etching equipment for logic semiconductors. Third, highly durable structural parts used in manufacturing equipment for large LCD panels. All draw on process technologies honed through decades of manufacturing toilets and other so-called sanitary ware. Early production was handcrafted and low-yield. But the 2020 launch of a highly automated plant in Nakatsu, in southern Japan's Oita prefecture, coupled with AI systems trained to detect tiny signs of defects, transformed output. Yield -- or the percentage of non-defective items produced -- jumped to over 90% from 50%-60% previously, while lead times shrank from roughly 180 days to just over 40. The segment's operating margin is now projected to exceed 40% for the fiscal year ended March, compared with barely 9% five years ago. Of Toto's 175 billion yen in strategic spending planned in the three years through March 2027, only 29 billion yen is earmarked for ceramics, the smallest allocation among the items listed. Global manufacturing optimization and other international operations account for 72 billion yen, IT initiatives for 42 billion, and domestic operations for 32 billion yen. While semiconductors are prone to the industry's well-known "silicon cycle," or the periodic swings between boom and bust, Ryosuke Hayashi, Toto's chief technology officer, does not foresee a drop in NAND-related capital expenditure anytime soon. "I don't expect a major pullback. We may not see the bust in 2027," he said. SEMI, the international semiconductor industry association, also forecasts that revenue in the global chip manufacturing equipment sector will grow 9% in 2026 from 2025, followed by an 8% increase in 2027 from 2026. Electrostatic chucks should benefit both from new demand and from replacement needs as existing units wear down. The bigger question is how aggressively Toto will invest from here -- both to capture replacement demand and to win new customers. One promising frontier is chiplet integration, a technology that boosts performance by combining multiple chips. Toto believes its structural parts are well-suited for chiplet-fixture materials, Hayashi said, and development work "is already underway." The ceramics business also complements Toto's housing equipment operations. At its research site in Kanagawa prefecture, the company has installed cutting-edge analytical tools originally required for semiconductor development; these now support both businesses. "Ceramics grew thanks to earnings from Japanese housing equipment," Kameshima told Nikkei, adding "the restructuring in our Chinese housing equipment business was possible because ceramics succeeded." Still, investor understanding has lagged. As recently as five years ago, Hayashi recalled investors asking, "Can any of this [ceramics technology] be used in a kitchen?" "Sanitary ware and semiconductors are worlds apart," said Sachiko Okada, an analyst at Goldman Sachs Japan. "Many investors still have no idea what Toto is capable of. They don't grasp Toto's strengths."

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4/28/2026

Ingles Markets’ Real Estate Grabs Attention in Proxy Fight

Grocery Dive (04/28/26) Silverstein, Sam

As Ingles Markets (NASDAQ: IMKTA) braces for shareholders to vote this week on whether to elect a change-minded outside investor nominated by a vocal investment firm to its board of directors, the chain’s real estate strategy has emerged as a key flash point. Summer Road, the investment firm that is trying to persuade investors to vote for that nominee, Rory Held, during Ingles’ annual meeting on Thursday, contends that Ingles has allowed hundreds of acres of land to sit “fallow and in disrepair, dragging down corporate returns and failing the communities Ingles serves.” Summer Road says it is the beneficial owner of about 3% of the outstanding shares of Ingles’ Class A common stock. The investment firm added in a proxy statement filed with the Securities and Exchange Commission that it believes Ingles has underperformed compared with other grocery store operators, in part because it has not effectively used the land it owns. “The Company has allocated significant resources to acquiring land and buildings – often former competitor sites – that appear to sit idle or earn no meaningful economic return for shareholders,” Summer Road said. In a statement Summer Road provided to Grocery Dive, Held said he is concerned that Ingles has not developed land it owns into new stores or shopping centers or “put to other productive uses.” “Ultimately, the company’s inaction has resulted in stranded costs and significant lost economic opportunity for shareholders and for the communities in which it operates,” Held said in the statement. Ingles said the investment firm has vastly overstated the grocer’s real estate holdings, adding that undeveloped land “is strategically important to our long-term growth.” Summer Road’s claims illustrate that it has a “total lack of understanding of Ingles’ real estate holdings,” Ingles said. Ingles also argues that the company's properties — which include the land that 174 of its 194 supermarkets sit on — enable it to remain agile by giving it the “flexibility to expand and rearrange store offerings to address evolving customer preferences.” In addition, the grocer also says that owning land strengthens its balance sheet, adding that it has received more than $30 million in gross rent from its tenants. “For grocers broadly, owned real estate is one of the most important drivers of long-term value. For Ingles in particular, strategic ownership of assets provides competitive value creation advantages, including operational control and growth opportunities,” Ingles said in a presentation aimed at dissuading shareholders from voting for Held. If elected to Ingles’ eight-member board, Held will push the company to investigate dividing the retailer’s real estate and grocery operations into two separate companies, according to an April 1 statement from Summer Road. “This separation would likely result in a material re-rating of the Company’s valuation, optimize the capital structure of both entities and potentially catalyze strategic interest from larger grocers,” Summer Road said. Separating the company as Summer Road has suggested would amount to a sale-leaseback strategy that “would be value destructive to Ingles,” according to the grocer. “Charging rent to every store would wipe away profitability and compensation that our valued employees benefit from,” Ingles said. A spokesperson for Ingles said the company did not wish to comment and pointed to the grocer’s published statements about Held's nomination. The dispute over Ingles' approach to managing its real estate points to a fundamental issue retailers routinely grapple with as they decide how to deploy resources, said David Halliday, associate teaching professor of strategic management and public policy at the George Washington University School of Business. For retailers, deciding whether to own or lease land for their facilities includes examining how they want to deploy capital, because investing money into land means those funds are unavailable for other uses that might deliver a higher rate of return, Halliday said. Part of making that choice for a given store involves assessing the risk that the retailer might not be able to renew its lease, which could be problematic if developing the facility requires costly work. Another factor retailers have to consider is that grocers’ stores tend to be attractive tenants for real estate investment trusts, which own many of the nation’s shopping centers, Halliday said. “There is a very massive, very deep pool of capital available for reasonable projects and grocery stores are one of the most sought-after REIT investments, especially considering that the real estate developers can get a 20-year leaseback once they build the property,” Halliday said. “Their goal isn’t to take advantage of the grocery stores. Their goal is to build a market-rate, high-quality asset that returns a solid future investment,” Halliday said. Ingles is not alone among publicly traded grocers in owning a high percentage of the properties its stores occupy, although food retailers that fall into that category tend to be national chains. Walmart (NASDAQ: WMT), for example, owned more than 3,700 of the over 4,600 stores it runs in the United States as of Jan. 31, while Costco (NASDAQ: COST) owned the land and buildings that are home to 512 of the 629 membership warehouses it operated in the United States and Puerto Rico as of Aug. 31, 2025. By contrast, Kroger (NYSE: KR) owned just over half of the facilities that are home to its nearly 2,700 supermarkets as of Jan. 31, although some of those sit on land the company leases. Meanwhile, about 40% of Albertsons’ (NYSE: ACI) 2,244 stores were in facilities the company owns or leases as of Feb. 28. Weis Markets (NYSE: WMK) owned 108 of the 202 grocery stores it operated as of Dec, 27, 2025. Ingles has also asserted that Held’s role as chief investment officer of Summer Road would pose a risk to the company and its shareholders because the investment firm manages money that belongs to the Sackler family, which formerly controlled opioid medicine maker Purdue Pharma. That company was forced into bankruptcy in connection with its links to the opioid crisis. The grocer has urged shareholders to vote for its two nominees to the board: Dwight Jacobs, a former Duke Energy (NYSE: DUK) senior executive, and Rebekah Lowe, a former regional bank president.

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4/24/2026

Opinion: Lululemon’s CEO Choice Is a Missed Chance to Pacify Elliott

Bloomberg (04/24/26) Felsted, Andrea

Bloomberg Opinion columnist Andrea Felsted writes that Lululemon Athletica Inc. (NASDAQ: LULU) has named former Nike Inc. (NYSE: NKE) executive Heidi O’Neill as its new chief executive officer, replacing Calvin McDonald who stepped down in December. The surprise appointment risks pleasing no one: Neither two powerful shareholders, nor other investors who sent the stock down to a six-year low on Thursday. Elliott Investment Management LP, which took a $1 billion stake in the yoga pants maker in December, had been working with former Ralph Lauren Corp. (NYSE: RL) Chief Operating Officer Jane Nielsen as its preferred CEO candidate. Meanwhile, Lululemon founder Chip Wilson, who no longer has a formal role with the company but remains a significant shareholder, had called for the board to be refreshed before the next CEO was chosen. At least Lululemon now has a leader from outside of the company who can roll up their sleeves and tackle its considerable challenges, although unhelpfully she won’t start until September. The company faces several headwinds, including intense competition from nimble upstarts such as Alo Yoga and SoftBank Group Corp. (SFTBY)-backed Vuori, fashion tastes moving to smart from slouchy and a fresh see-through leggings fiasco after its new “Get Low” workout pants stretched too thin when wearers performed squats. O’Neill is a seasoned executive with decades of experience in the athletic-wear business. She spent 26 years at Nike, and was considered to be a candidate to replace former CEO John Donahoe, according to Bloomberg News. So she stands a good chance of getting to grips with Lululemon’s many issues. But Nike is also struggling with problems that aren’t a million miles from Lululemon’s: powerful challengers in the running-shoes category, Adidas AG’s dominance of more fashion-forward ranges and a brand that just doesn’t seem to be doing it anymore. Shares in Lululemon fell as much as 13% on Thursday. It’s hard to see why the company didn’t choose Nielsen. She had a strong track record at Ralph Lauren, where with CEO Patrice Louvet she helped polish the brand’s image and halted its habit of discounting. Nielsen would have been able to tackle the nuts and bolts of retailing, such as controlling costs, trimming the store estate and matching demand from shoppers with the supply of leggings, sports bras and other basics, thereby fattening margins. Part of Ralph Lauren’s success has been concentrating on its “hero” products such as sweaters and blazers. This strategy could have been applied at Lululemon by jettisoning lines such as the tie-up with the National Football League and focusing on the yoga pants that made it famous. Nielsen is already well known to investors and analysts, too. Appointing Nielsen wouldn’t have waved a magic wand. Part of the reason Lululemon has been struggling in North America is stale products; that wasn’t part of her portfolio at Ralph Lauren. But she would likely have been able to bring in the right team. It’s not clear that O’Neill has sufficient product expertise either. Her final role at Nike, between June 2023 and September 2025, was leading its consumer, product and brand operations, where she helped launch the partnership with Kim Kardashian’s shapewear line Skims. She was also head of Nike’s women’s business between 2007 and 2014. But in between, she ran Nike’s own stores and website. This side of the business is being de-emphasized by a new CEO after Donahoe moved too far away from selling its sneakers and hoodies through third-party retailers, giving shelf-space to rivals. Elliott has little choice now other than to support O’Neill. But the investor — as well as other shareholders — may always be comparing her performance against what Nielsen might have achieved; Ralph Lauren’s shares have risen almost 200% over the past five years or so, while Nike’s have fallen 65% over the same period and are close to a nine-year low. The Lululemon board could have used the CEO appointment to get Elliott onside for a compelling turnaround plan. Choosing O’Neill looks like a missed opportunity to build bridges with one of the company’s detractors. The other critic is Wilson, who still owns 8.6% of the company and has called for a shake-up of Lululemon’s board. He’s proposed three candidates: Marc Maurer, the former co-CEO of sportswear apparel maker On Holding AG (NYSE: ONON), Laura Gentile, the former chief marketing officer of broadcaster ESPN Sports Media Ltd., and Eric Hirshberg, the former CEO of Activision, part of Microsoft Corp.’s (NASDAQ: MSFT) games maker Activision Blizzard Inc. (NASDAQ: ATVI). While Lululemon last month named former Levi Strauss & Co (NYSE: LEVI) CEO Chip Bergh to its board — a step in the right direction — Wilson wants more extensive change, and is unlikely to give up his fight, creating a further distraction for the new CEO. Whoever was hired to lead Lululemon already faced a monumental task. The messy backdrop to O’Neill’s appointment has made it as difficult as doing a grueling workout in a pair of too-flimsy leggings.

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4/24/2026

Opinion: Swatch’s Governance Under Watch by Investors

Financial Times (04/24/26) Ruehl, Mercedes

Mercedes Ruehl, the Financial Times' Switzerland and Austria correspondent, writes that Swatch Group (SWX: UHR) sits at the center of a governance debate amid a battle over board representation. The company owns some of the best-known names in the industry, from Omega and Longines to Breguet and Tissot. It helped rescue Swiss watchmaking in the 1980s and remains a symbol of industrial Switzerland. It also has been struggling. Its shares have fallen by more than 40% in the past decade, although they are up about 6% since the start of the year. Net profit plunged almost 90% last year to just SFr25 million — on top of a 75% drop in 2024. Morgan Stanley (NYSE: MS) has estimated the company has lost market share in some areas — although the company has strongly disputed the bank’s figures. Much of this owing to external factors such as weakening demand from China, the impact of U.S. tariffs and a stronger Swiss franc. And the luxury market has cooled. Recent data underlines the pressure. Swiss watch exports fell in March and growth in the first quarter was modest. Analysts at Vontobel this week suggested that even this is likely to overstate underlying demand. But not all the problems at Swatch are because of external factors. Some investors point to internal problems with strategy, execution and governance. That puts the spotlight on the Hayek family — with Nick Hayek as chief executive and his sister Nayla as chair. It retains tight control, owning about a quarter of the equity but close to half the voting rights. Nick, the son of the company’s founder, has clashed strongly with critics, once declaring on an earnings call that if investors don’t like the company or the way it’s governed, they can invest elsewhere. This is where the question of the “good director” becomes more than theoretical. Hayek family members hold three of the company’s seven board seats. Another director, Daniela Aeschlimann, has longstanding ties to the shareholder pool that underpins the family’s control. Other directors are long-serving. The newest recruit as director who is not a representative of the main shareholders has been on the board for around 16 years. For more than a year, a small shareholder — Steven Wood of GreenWood Investors — has been seeking board representation to challenge the status quo. The company has been resisting. Next month’s annual meeting will mark Wood’s second attempt to gain a board seat, even as his firm has challenged last year’s AGM results in court. The case centers on whether the process complied with Swiss corporate law. After criticism of its governance, this year Swatch has nominated Andreas Rickenbacher, a former cantonal politician, entrepreneur and director on other boards. On his nomination, he said he would act independently as a director. He also said boards “are like collegial governments” — they work best when the body functions as a whole. Will that be enough for investors? Should it bring on a more explicit challenger of board thinking and strategy like Wood? Greenwood controls about 0.5% of the voting rights of the company and holds just over 0.3% of the share capital. His holdings include more than 30,000 bearer shares compared with just 10 held by Jean-Pierre Roth, the current representative of bearer shareholders. Swatch’s board has opposed Wood’s candidacy, questioning the extent of his sector experience and stating it wanted its board directors to be either Swiss citizens or have Swiss residency. Wood is American. Activist investors are not always ideal board candidates. For some companies, they can be seen as awkward disrupters. In markets like the United States or UK, it is more common for activists to join boards than in Switzerland. Swatch says that if Rickenbacher is elected, its board will be composed of four members that represent majority shareholders and four that are fully independent. It adds the company’s governance and board of directors composition is in line with Swiss law, which allows for directors to be re-elected without any limitation in time. But if Swatch shares and company performance come under further pressure, the questions from investors over whether there is enough internal challenge on strategy at the board level are not likely to go away.

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4/21/2026

A Little Pressure Helped Pepsi. Can the Rest of the Food Industry Follow?

Wall Street Journal (04/21/26) Wainer, David

PepsiCo (NASDAQ: PEP) just pulled off something rare in the food industry: It got consumers to come back. For the past few years, food companies raised prices so aggressively that shoppers revolted, trading down to store brands and buying less. Now the industry is running the playbook in reverse, cutting prices and investing more in marketing and innovation. The strategy makes sense in theory. In practice, it is proving brutally difficult. PepsiCo, which owns the massive Frito-Lay snacking empire, has more breathing space than most. Still, its effective use of price reductions might point the way for rivals. Last week, the food and beverage giant reported a quarterly earnings beat and reaffirmed its full-year guidance. Crucially, its North American food division, which includes the likes of Lay's and Doritos, saw volume growth of 2% after several consecutive quarters of declines. Its international business grew even faster. For a food industry that has been losing volume to private-label alternatives, it is a remarkable feat, especially given the fact that companywide margins actually expanded. The results were the early signs of progress under a plan hashed out with Elliott Management last December. The two sides agreed on a straightforward logic: Cut costs aggressively, trim the product lineup, then use the savings to lower prices and reinvest in the business to win consumers back. In February, the company cut prices on many of its snack products, including Lay's, Doritos and Cheetos. To fund it, PepsiCo has been reducing head count, closing plants and streamlining what it sells. Size helps. PepsiCo's massive scale, parallel beverages business and vast distribution network give it the financial cushion to restructure and invest in consumers at the same time—something smaller or more narrowly focused rivals have found harder to pull off. “We've got some things that are really working in our favor that allow us to play offense as much as we have to grow volume,” Chief Financial Officer Stephen Schmitt said on the company's earnings call last week. PepsiCo has also pushed into restaurants and convenience stores and added better-for-you products such as Siete chips, a category which is experiencing better revenue expansion than the rest of the business. Many food companies are attempting variations of the same strategy with considerably less to work with. Both General Mills (NYSE: GIS) and Campbell’s (NASDAQ: CPB) have cut their financial projections for this year, as their businesses project continued sales declines. Both are cutting prices and spending more to win consumers back. Neither is seeing the consumer response PepsiCo is reporting. Their stocks reflect that skepticism: While Pepsi’s shares are up roughly 9% this year, General Mills and Campbell’s have both fallen more than 20%. The lesson isn’t lost on the broader industry. Last month, McCormick (NYSE: MKC) announced a roughly $45 billion deal to acquire Unilever’s (NYSE: UL) food business including Hellmann’s in a bet that greater scale is what the current environment demands. Food companies can cut prices as long as inflation remains manageable. But a prolonged Middle East conflict could push costs back up—as commodity shocks did following Russia’s invasion of Ukraine in 2022—putting the industry in a real bind. Companies might face the uncomfortable choice of passing increases on to consumers who have already made clear they have little appetite for them. Those risks were brought into stark relief during Pepsi’s earnings. While PepsiCo has hedges that protect it from jumps in commodity prices for up to a year, management acknowledged that inflation is likely to hit in 2027. The last thing the company wants to do is to raise prices. It prefers to push harder on cost cuts first. Schmitt said reducing package sizes—the industry’s time-honored way of raising prices without appearing to—remains a last resort. But, as CFRA senior analyst Garrett Nelson has said, deploying that too soon would risk undermining the volume recovery. For now, PepsiCo has done something genuinely rare. The question is whether it can hold that balance as costs rise, and whether its rivals can find a way to follow.

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4/16/2026

These Activist Investors Are Targeting Banks. An Exclusive Look at Their Latest Campaigns

Barron's (04/16/26) Ungarino, Rebecca

HoldCo Asset Management, the Fort Lauderdale, Fla.–based hedge fund known for engaging in campaigns to improve underperforming banks, is zeroing in on two new targets after its most active year yet. It recently initiated investments in Beacon Financial (NYSE: BBT), a Boston-based lender, and Bank of Hope, based in California. The firm, led by founders Vik Ghei and Misha Zaitzeff, manages about $3 billion of assets for investors, including endowments, foundations, and family offices. The pair, who met in 2010 while working at a fund in New York, founded HoldCo in 2013. They earned a following last year after publicly calling on lender Comerica to sell itself. Fifth Third Bancorp (NASDAQ: FITB) later bought Comerica for $10.9 billion in the largest bank merger of 2025. Nine-person HoldCo has found success in an industry that has had little history with investors relative to other sectors. As the Trump administration commits to pushing through more bank mergers and easing financial regulation, however, banks are far more likely to strike deals than they had been in the past. Barron’s recently spoke with Ghei and Zaitzeff about the opportunities in activist investing in the banking sector and their latest activist campaigns, which they discussed in detail for the first time. An edited version of the conversation follows. Barron’s: HoldCo recently ended its busiest year to date, with five public campaigns and four conducted privately. How would you describe your approach to investing? Vik Ghei: Our strategy is dependent on valuation. We always look to find investments at a price that should yield a lot of upside and not a lot of downside when we model draconian assumptions about potential scenarios. We also build in some expectations of banks’ shareholder-unfriendly actions. We will employ activism as a risk-management tool to mitigate the downside that such unfriendliness can create. To the extent we are successful, our engagement could have the byproduct of creating upside. We manage long-term money, so we have the ability to look out far on the horizon. We didn’t have to run a single proxy contest last year at any of the nine banks with which we engaged because we were able to get management to agree to our major demands. To the extent that stops, we wouldn’t hesitate to pursue proxy fights, the weapon of choice in such situations. Misha Zaitzeff: The banks we are invested in have good franchises, deposits, and business models. But one reason regional banks are trading so cheaply is shareholder-unfriendly actions. Four of the five banks we targeted publicly made bad acquisitions. The hope is that if we engage with management to keep them from continuing on that path, we should do well. How do you define shareholder unfriendliness? Zaitzeff: The management teams at a lot of regional banks have little skin in the game in terms of equity ownership. There’s some component of performance-driven compensation. But the correlation between the banks’ size and management compensation far and away exceeds other variables. Many management teams want to empire-build, and run the biggest thing possible. That will affect management’s compensation more than increasing returns would. But the cheapest banks aren’t able to grow organically quickly. Ghei: The best way to grow is through acquisitions, but to do that, banks need to issue shares. They almost never have the ability to buy other banks with cash. They’ll issue their own shares and end up diluting shareholders. Often, they buy banks inferior to their own, and issue their shares at cheap valuations, which is the opposite of what they should be doing: reducing the share count, not increasing it. Beacon Financial, the result of a recent merger between Berkshire Hills Bancorp and Brookline Bancorp, is among your newer positions. Why are you seeking changes at Beacon? Ghei: We don’t think highly of the quality of governance at Beacon, as management appears to prioritize personal interests over shareholder value creation. The valuation is incredibly cheap relative to the franchise—the stock trades at a single-digit earnings multiple—and Beacon itself would be a good acquisition candidate. As long as the value isn’t further destroyed through other problematic acquisitions, our investment should do well under almost any circumstance. Zaitzeff: The market tends to dislike mergers-of-equals transactions. And in the Northeast, in the Boston area, there are many banks that would love to do an M&A [merger and acquisition] transaction. Last December, you started building a position in Bank of Hope, which merged last year with a Honolulu-based bank. What is your investment thesis? Ghei: We think Bank of Hope could be sold. It is undervalued—with a price-to-tangible-book value of 90%, well below peers—and without meaningful shareholder sponsorship. The valuation provides significant downside protection and a lot of upside potential. Hope has made some acquisitions but, like some other banks, has built up a lot of capital and doesn’t seem to have a framework for returning it to shareholders. What you can control, indisputably, is how you allocate capital. Yet, many banks refuse to have any sort of framework to evaluate that, and certainly don’t communicate about it. To us, that is the cardinal sin. How have you engaged with Bank of Hope and Beacon so far? Ghei: We have engaged with senior folks at these institutions and sought to communicate our framework: deploying excess capital where the risk-adjusted return per dollar is highest, which, for Hope, is clearly buying back shares. Some people think, inaccurately, that we just lead with a deck [a pitch deck of ideas for improving targeted institutions]. People view publishing these decks as a hostile act, and assume we’re not talking to banks behind the scenes, trying to convince them to take the right path. That is often incorrect. Often we are working behind the scenes, trying to engage and impress our philosophy on management and the board. Our strong and sincere hope is that the banks in which we invest will adopt a framework consistent with our approach. We’re more than willing to compromise on the precise nature by which that occurs. We don’t expect it to be exactly what we ask. But when our philosophy and approach aren’t understood or are flatly rejected, we feel compelled to go public with our activism. We have made clear with both Beacon and Hope what we hope will happen: that management will adopt a shareholder-first capital-allocation framework. Practically, this would mean buying back stock if they don’t get acceptable offers. We don’t want them to sell at any price, but if the right offer at the right price comes along, take that. We are giving them the benefit of the doubt that they will come to this conclusion on their own. A Beacon Financial spokesman told Barron’s: “We’re pleased with the progress of the merger integration, including the core systems conversion completed less than 60 days ago, solid client retention, and the comprehensive rebranding of Beacon Bank now under way. The board and management team remain focused on achieving merger synergies and executing a strategy that positions the bank for long-term success. We maintain an active dialogue with our stockholders and welcome constructive engagement.” Shares of BankUnited (NYSE: BKU), among HoldCo’s largest positions, hit a record high in February. How has your thinking about BankUnited shifted over time? Ghei: Misha and I have looked at BankUnited for many years. We have engaged with the company. We see a bank that used to be a really bad bank, and now is a much better bank. Partly, that is because management has done some decently good things—not as good as they say they have, but objectively, they have done some decently good things. One credit to management is that they don’t intend to do a bad acquisition. They take some pride in that. They also have coveted geographies in Florida. Those are positives and some of the reasons we haven’t felt compelled to be overtly activist. Zaitzeff: Banks sometimes have an unfair taint because they did badly during the [2008-09 financial crisis]. That is one reason Hope and BankUnited both trade so cheaply. Separately, BankUnited is on some brokerage analysts’ lists of banks that would make good acquisition targets. Do you agree? Zaitzeff: Yes, 100%. [A BankUnited spokeswoman declined to comment.] You pared your position in Citizens Bank, the Rhode Island–based bank whose shares recently hit a record. Why? Ghei: In 2020 and 2021, when rates were very low, there were enormous amounts of deposits in the system. Many banks invested those deposits in fixed-rate assets at rock-bottom rates. They paid the price when rates rose, and Citizens was one of the biggest offenders. When we started buying this stock and building a large position post–“Liberation Day” [the date of President Donald Trump’s April 2025 tariff announcement] and ran the math, we realized this stock was incredibly cheap on the basis of metrics such as price/earnings. Many of the banks we bought had that characteristic, but the CEOs failed to realize they were underearning. Citizens recognized it and was willing to admit it had made a mistake [with those investments]. Zaitzeff: Citizens has done a good job in terms of capital allocation. It has been disciplined. The risk is that now that the valuation is higher, the bank will change its stripes. But so far, so good. [A Citizens spokesman declined to comment.] HoldCo has made its name through several contentious campaigns. Alternatively, which banks do you see as particularly shareholder friendly? Zaitzeff: One thing you’ll notice in a lot of our decks is that we haven’t been so critical of how management teams are performing operationally. We are more focused on areas where we can see the math, where we think things are more under the management team’s control, such as capital allocation. JPMorgan Chase (NYSE: JPM) does a good job of capital allocation, and didn’t make the mistake of investing heavily in long-duration, low-coupon securities and loans. In 2022, we made JPMorgan a massive position when the stock was a lot cheaper. But today, JPMorgan trades at a much higher valuation of about 14 times earnings. So, we admire the company and respect the CEO, Jamie Dimon, but we wouldn’t want to own the stock at this valuation. The market has been volatile this year, and banks face a host of threats to performance. How do you think about risks to your portfolio? Zaitzeff: When we make investments, we run different scenarios: What if there is a recession? What if the interest-rate curve looks unfavorable for banks? What if gross domestic product, loan growth, and deposit growth are all bad? We think that the banks we are buying do well in those scenarios. We may not do fantastically in such scenarios, but we think we’ll at least do pretty well. Ghei: The world is a lot different than it was in 2008. Banks have a lot more capital. Ironically, some of the more shareholder-unfriendly banks have a lot of capital because they hoarded the capital; they didn’t allocate it. Some of our banks were more overcapitalized than even the average bank. We think we will be fine even in a deep recession. We just won’t do quite as well. Today, a lot of the credit risk has been pushed into private credit.

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4/16/2026

U.S. Shareholder Reform Proposals Hit Five-Year Low as Support Wanes

Financial Times (04/16/26) White, Alexandra

Shareholder proxy proposals have hit a five-year low as environmental and social resolutions experience a prolonged decline amid the U.S. regulator’s efforts to limit investor activism. At Russell 3000 companies with annual meeting dates between January 1 and May 15, shareholder proposals fell 17% from the same period last year, according to a report shared exclusively by ISS-Corporate. The drop was largely driven by a fall in environmental and social proposals amid a political environment that has turned against diversity and climate commitments. Changes at the Securities and Exchange Commission (SEC) have also created more uncertainty, including the agency’s decision to step back as a mediator between companies and shareholders during proxy season, which has given businesses greater discretion over whether to exclude investor proposals. “Shareholder proponents seem to be focusing their energy on proposals that they believe will receive stronger support,” said Valeriano Saucedo, associate director at ISS-Corporate and an author of the report. “Shareholders are focusing their limited resources on topics that they believe they are more likely to succeed on, like governance.” Despite having greater control over which proposals to include, companies have been more cautious about omitting them from proxy materials because of concerns around legal action, investor pressure and reputational risks. This year, only 17% of proposals were omitted, a sharp decline from nearly 27% that were omitted during the same period last year. “Companies can’t rely on a substantive response from the SEC, so they’re less willing to take the legal and reputational risk of excluding proposals,” Saucedo said. “That’s why we’re seeing more proposals go to a vote.” Some shareholder proponents have adapted to the new environment by engaging privately with companies rather than filing public resolutions. “Work is still continuing, but it’s just quietly, privately,” said Andrew Behar, chief executive of As You Sow, a shareholder non-profit advocacy group, adding that his organization filed far fewer resolutions because many issues were resolved privately. “The companies did not want it to be publicly debated,” Behar said. “Proponents didn't necessarily want it to be public either because the public is very hostile right now.” While environmental and social proposals have declined to five-year lows, governance proposals have risen to their highest level in five years, jumping 13% from the previous year, according to ISS-Corporate. Michael Passoff, chief executive of shareholder advocacy group Proxy Impact, said a child safety resolution his organization has filed for the past six years at Meta was modified this year to link it to executive compensation. “I filed it because I thought it was safer going through the SEC,” Passoff said. “I wanted to make sure it was going to be on the ballot and it is.” Even groups critical of environmental, social and governance initiatives have adjusted their strategies. The National Legal and Policy Center, which previously submitted proposals targeting diversity and environmental commitments, has focused this year on governance proposals calling for independent board chairs at companies including Chevron (NYSE: CVX), McDonald’s (NYSE: MCD), ExxonMobil (NYSE: XOM), PepsiCo (NASDAQ: PEP), and Starbucks (NASDAQ: SBUX). Derek Zaba, a partner at Sidley’s shareholder activism and corporate defense practice, said the SEC changes have in some ways benefited companies by encouraging more direct engagement with shareholder proponents, though it has created uncertainty for advocates. “The proponents don’t know which companies are going to exclude [proposals],” he added. “That gives them less leverage in settlement negotiations.

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4/16/2026

Lamb Weston Stock Is Under Pressure. A Hedge Fund Saw a Tasty Buying Opportunity.

Barron's (04/16/26) Tatananni, Mackenzie

A hedge fund that has been cutting back its stake in Lamb Weston (NYSE: LW) after hashing out an agreement with the supplier of frozen potato products reversed course with a well-timed purchase. New York-based hedge fund Jana Partners bought $9.7 million worth of stock across two transactions, a filing with the Securities and Exchange Commission shows. The investor snapped up 136,000 shares on April 7 for an average price of $40.89 apiece and bought an additional 100,000 shares on April 8 for $41.41 each. The shares purchased were worth $10.2 million on Wednesday based on the stock’s closing price of $43.17. Lamb Weston reached a settlement with the hedge fund last June that resulted in a restructuring of its board, including the appointment of Scott Otsfeld, managing partner and portfolio manager at Jana. Another investor, Starboard Value, has since taken aim at the company. The firm delivered a letter to CEO Michael Smith in March, urging him to conduct a strategic review of Lamb Weston’s operations in the Asia Pacific region and expand an existing cost-cutting program. Jana has been trimming its stake in the company. A Schedule 13D shows the hedge fund held a 4.9% stake in July 2025. Following the latest purchase, Jana holds a roughly 3.8% stake in Lamb Weston, which had just over 138 million shares outstanding on Wednesday. Also on April 7, Norman Prestage, a company director and member of Lamb Weston’s audit and finance committee, bought 2,500 shares for $41.40 each. The transaction brought Prestage’s direct holdings to 9,481.7 shares worth $409,324. The amount includes 106.7 shares acquired through dividend reinvestment. Lamb Weston’s fiscal third-quarter earnings beat analysts’ forecasts earlier this month. But the report wasn’t the catalyst Wall Street expected. The company’s profit declined in the quarter, partly due to lower-than-planned sales in its international segment. The supplier of frozen potato products, which counts McDonald’s (NYSE: MCD) as its largest customer, has struggled with a global drop in restaurant traffic.

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4/15/2026

America’s Corporate Boards Are Under Siege

Economist (04/15/26)

Proxy season was once a tedious but largely predictable time of year for America’s corporate boards. Most annual shareholder meetings went off without a hitch. Informal discussions with large shareholders meant directorships and pay packets were all but sure to sail through. The paperwork was irksome—but only for board members who bothered to read it. Nowadays boardrooms transform into war rooms from April to June. Activist investors prowl the corporate landscape looking for ponderous companies to pounce upon. Regulatory changes are curtailing the mechanisms once used to keep pesky shareholders from causing trouble. Directors are entering a “wild west of a proxy season,” says one adviser. Many have little idea what it will bring. America’s boards have had a tumultuous few years. In 2020 campaigners began pushing them to appoint more directors from under-represented social groups. In 2021 regulators approved a rule introduced by Nasdaq compelling companies listed on its exchange to have at least two who fit that bill. Many companies went further. Environmental warriors added demands of their own; in 2021 a campaign at ExxonMobil (NYSE: XOM), an oil giant, resulted in the appointment of three sustainability-minded directors. As wokeism has receded, boards have faced fewer such demands. Some have quietly dropped their diversity commitments. But they are instead contending with agitators of the cold-blooded capitalist variety. Last year set a record for shareholder activism, with 163 campaigns in America, according to Lazard, an investment bank. Board shake-ups were among the most common demands. On April 9, CarMax (NYSE: KMX), a used-car retailer, announced that it would appoint two directors favored by Starboard Value to avoid a showdown at the company’s upcoming annual meeting. These gadflies have been aided by various regulatory changes. Since 2022 shareholders have been able to pick and choose their preferred directors from across the lists proposed by companies and activists, rather than opting for one line-up in its entirety, making it easier for interlopers to win a seat. It has helped that activists these days tend to propose more experienced candidates than they once did. “Ten years ago companies could tell activists to pound sand,” recalls Jim Rossman of Barclays (NYSE: BCS), another bank. “Now they can’t.” Other shifts in corporate governance may further weaken boards’ grip on their companies. Many asset managers rely on proxy advisers to inform how they vote on proposals from management and others. As a result, the recommendations of Glass Lewis and ISS, the dominant advisers, give boards a sense of which resolutions are likely to win approval. The proxy duopoly, however, is now under threat from President Donald Trump, who in December accused the pair of using “their substantial power to advance and prioritize radical politically motivated agendas,” and instructed regulators to investigate them. The asset-management arms of JPMorgan Chase (NYSE: JPM) and Wells Fargo (NYSE: WFC), two banks, subsequently said they would reduce their reliance on the advisers. Complicating matters further, the Securities and Exchange Commission last year released guidance saying that asset managers which define themselves as passive investors (a designation that brings less regulatory paperwork) risk losing that status if they communicate too much with boards. The Trump administration’s intent is to clamp down on what it sees as efforts by passive giants such as BlackRock (BLK) to push their political agendas on companies. A consequence, however, will be that boards are deprived of an important source of information on whether shareholders are likely to approve, for example, a big transaction, says Peter da Silva Vint, of Jasper Street, a firm that advises companies on shareholder relations. Gone are the days when boards could thrash out “backroom deals” in advance of contentious votes, reckons Mr. da Silva Vint. As shareholders prepare to gather for this year’s round of annual meetings, plenty of drama awaits.

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4/8/2026

Japanese Companies May Face More Proposals From Activist Shareholders, Says Association Chair

MarketWatch (04/08/26) Nagahara, Kazuma

This year there could be more proposals from activist shareholders than last year at shareholders meetings in Japan, the new chairman of the Trust Companies Association of Japan said at a press conference in Tokyo last week. Kenichi Sasada, who serves as president and CEO of Mizuho Trust and Banking Co., took up the association's top post this month. At a press conference, Sasada said that at shareholders meetings last June, 113 companies received proposals from shareholders, the highest number on record. The number of (companies that received) proposals from institutional investors and activists also increased, to 52. Many of the proposals called for things like strengthening governance structures through amendments to articles of incorporation and reducing cross-held shares. About 570 companies held shareholders meetings in March this year, and 15 of them received proposals from shareholders, with eight, or about half, receiving proposals from institutional investors and activists. Activists therefore remain active. Sasada expects the number of shareholder proposals this year could exceed last year's figure. Asked what do you think about the ongoing discussions regarding revisions to the Companies Law, which include establishing a system to facilitate the identification of beneficial shareholders, he replied, "I consider it desirable for promoting dialogue between the companies issuing (shares) and their shareholders. A mechanism that allows issuing companies to efficiently and reliably obtain information on beneficial shareholders will contribute to strengthening corporate governance. Since opinions vary among our members regarding the impact (of the proposed system) on the services that trust companies provide (to issuing companies), I will explain this from the perspective of Mizuho Trust and Banking. Even if issuing companies could obtain information about their beneficial shareholders, we believe there would continue to be strong demand for our services, such as supporting (the companies) to engage with their investors and analyzing (how shareholders) intend to exercise their voting rights at shareholders meetings. We therefore expect the scope of our support to expand."

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4/5/2026

Nelson Peltz’s Bidding War Highlights $25 Billion Wave of Asset Manager Consolidation

Financial Times (04/05/26) Clarfelt, Harriet; Dunkley, Emma

When Nelson Peltz’s Trian made a $7.4 billion takeover bid for Janus Henderson (NYSE: JHG) late last year, few in the market expected Victory Capital (NASDAQ: VCTR) to swoop in and try to hijack the deal. After weeks of wrangling, an improved all-cash $8 billion bid from Trian and investors led by venture firm General Catalyst beat the Texas-based investment group’s $8.6 billion cash-and-share offer. The intense bidding war, however, was the clearest sign yet of a wave of consolidation sweeping the asset management industry, as fund houses rush to scale up globally and private equity firms pick off transatlantic businesses with growth potential. Despite the volatile market environment, there have been nearly $25 billion worth of global money manager mergers and acquisitions in the first three months of the year — more than half of the total for all of 2025, according to data from Dealogic. Just weeks before the fight over Janus kicked off, U.S.-based Nuveen, owned by a mutual financial services firm, made a £9.9 billion bid for London-based Schroders (LON: SDR). People close to the transaction pointed to the need for scale — achieved by creating a $2 trillion asset manager — and for building a presence across the United States, Europe, and Asia. Mounting costs and competition from cheap index-tracking funds are turning the screws on traditional investment houses beyond the industry’s multi-trillion-dollar heavyweights, just as active managers must also navigate rising market volatility. “The whole industry is seeing pretty consistent fee pressure from all these factors: mutual fund to exchange traded funds, active to passive,” said Ben Budish, equity research analyst at Barclays (BARC.L). “The punchline is: scale matters, especially in an industry where growth is hard.” Advisers believe these pressures will pave the way for even more mergers and acquisitions, as bigger firms seek opportunities in new geographies and private markets, while smaller businesses combine forces to avoid dying a slow death. “We are definitely expecting there to be a lot more consolidation in the industry,” said one corporate lawyer at a U.S. firm, referring to traditional and alternative asset managers. “We have a bunch of things in the pipeline,” he added, “probably more than we’ve had in the past few years." Industry participants have anticipated a period of intense consolidation for years, but accelerating activity suggests this might finally be coming to fruition. The trend is most pronounced in Europe, where 61 asset managers have been snapped up or merged this year already, totaling $19 billion — compared with $14.3 billion for the whole of 2025, according to Dealogic. In the United States, the number of deals agreed over the past three months has already reached almost a third of last year’s total deal count, although the value of deals is lower. More fund groups are making strategic acquisitions to pile into private markets products, which typically command higher fees than public equities and fixed income. In recent years, BlackRock (NYSE: BLK), the world’s largest asset manager, has scooped up private credit titan HPS for $12 billion and infrastructure investment firm Global Infrastructure Partners for $12.5 billion. But this convergence of public and private markets has applied even more pressure to smaller stocks-and-bonds firms to combine with other players — or risk falling by the wayside. “The thing with larger firms is that people can do one-stop-shopping there,” said the lawyer. “A lot of money has flowed into the larger asset managers, who just have scale; they can take swings at things...if they don’t work out, it doesn’t matter. They can do complete bolt-ons, like buying private credit, buying insurance assets.” He added that midsized asset managers with assets under management of roughly $50 billion “are going to clump together,” saying they faced a choice to “sell before it’s too late or buy so they’re not standing still."

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4/3/2026

How Nelson Peltz Chalked Up Another Corporate Break-up at Unilever

Financial Times (04/03/26) Speed, Madeleine; Levingston, Ivan

Unilever’s (NYSE: UL, LON: ULVR) decision to combine its food business with U.S. sauce and spice maker McCormick (NYSE: MKC) in a $66 billion deal has gone down badly with plenty of shareholders. But one of them got just what he wanted. Nelson Peltz, who joined Unilever’s board in 2022, has spent years agitating for a break-up of the soap-to-sauces conglomerate. With Peltz’s backing, Unilever chair Ian Meakins pushed the Hellmann’s mayonnaise maker towards a sale of its century-old food business, according to two people familiar with the boardroom dynamics. Trian, Peltz’s investment fund, has been “unbelievably pushy on this, without a doubt," said one of the people. Despite a sale being widely expected — Unilever had already confirmed it was in advanced talks with McCormick — its announcement on Tuesday sparked a 7% drop in the FTSE 100 company’s shares when investors saw the terms. Unilever shareholders will own about 55% of the new company — which will have net debt of about four times its ebitda — with McCormick owning a 35% stake. The consumer goods group plans to begin selling down its 9.9% stake a year after the deal has completed, creating the risk of an overhang on the shares. “The feedback [from Unilever investors] is that it’s not very attractive,” said Jefferies analyst David Hayes. “They say: ‘Why would I want this food company? We are stuck with a food business now and we can’t even vote on it.’” The McCormick deal was “a unanimous decision by the board, which firmly believes it is in the best interests of Unilever’s shareholders. It will enhance the group’s structural growth profile, simplify the portfolio and unlock long-term value,” Unilever said. Unilever, formed in 1930 by the merger of Dutch margarine maker Unie with British soap business Lever Brothers, has become the latest in a series of consumer conglomerates that Peltz has helped prise apart. The activist, whose investment fund Trian owns about 1% of Unilever shares, spurred burger chain Wendy’s (NASDAQ: WEN) to sell coffee chain Tim Hortons in 2006. The following year he lobbied Cadbury to sell off its drinks business and in 2011 successfully pushed Kraft, which had acquired Cadbury, to spin off its international snacks business. Trian declined to comment. Another top Unilever shareholder said they had been calling for a carve-out of its food business for years but had been told repeatedly that a separation would be too costly and complex. Management stressed that mega brands Hellmann’s and Knorr were powerful cash generators. But shareholders, most notably Peltz, intensified the pressure. And in Meakins, a steely boardroom veteran who was appointed chair in 2023, Unilever’s strategic direction was placed in the hands of somebody willing to make the bold decisions Peltz desired. Meakins appointed current chief executive Fernando Fernández, a former president in Unilever’s beauty business and a willing collaborator in the mission to sell off its food business. A person close to Unilever’s board said a separation of its food business had “been in the making for many years." Calls for Unilever to sell the division began after it rejected a $143 billion hostile bid from Kraft Heinz (NASDAQ: KHC) in 2017. Paul Polman, Unilever’s boss at the time, appeased shareholders by selling its spreads business to private equity firm KKR for £6 billion. Successive Unilever CEOs have sliced off chunks of the food and drink portfolio since: Alan Jope, who ran the group between 2019 and 2023, sold Unilever’s tea business to CVC for €4.5 billion. During the tenure of his successor, Hein Schumacher, Unilever announced the spin-off of its ice cream division. Schumacher’s dismissal in February last year was made in part because of his resistance to a full separation of the food division, according to two people familiar with the matter. The people added that the Dutchman was wary of pushing so much change through the organization in a short period of time. “After ice cream [the board] wanted a complete break-up of the company very quickly,” one of the people said. But the paucity of potential buyers complicated their efforts. Unilever recently held talks with Kraft Heinz over a potential deal, but people familiar with the discussions said the U.S. company’s weakened state would have made a combination unpalatable for Unilever shareholders. “The only real option for separating foods in a strategic partnership was McCormick,” said the person close to Unilever’s board, adding that the cash-and-stock deal could not have been done earlier because of the relative valuations of the companies. Before this week’s declines, McCormick shares had dropped by about 40% over the past three years, whereas Unilever’s had risen by about 20%. “For the first time in years it was possible to strike a deal with a very attractive valuation,” the person said. Another person close to the deal said Peltz was not the main driving force behind the transaction, although his broad desire for a split was clear. McCormick’s leaders had long eyed a merger with Unilever’s food business and it was the U.S. company’s “dream deal,” said one person familiar with the matter. After McCormick made its approach a few months ago, the deal came together at a “sprint,” according to a person close to the talks. The deal unveiled this week will unite Unilever brands like Hellmann’s, Marmite and Maille mustard with McCormick’s red-topped spice brands and Cholula hot sauce in a single portfolio bringing in $20 billion of annual revenue. Its New York listing means a chunk of Unilever’s UK shareholders could be forced to sell their shares because of restrictions over their investment mandates. The $15.7 billion in cash that Unilever will receive from McCormick will be used to offset tax and separation costs, as well as to fund a €6 billion share buyback over the next three years. While McCormick said that the cash flow of the enlarged food business would help reduce net debt to three times earnings before interest, tax, depreciation and amortization within two years, Barclays (NYSE: BCS) analyst Warren Ackerman said some investors remained wary over its finances. He added that there was a risk that a decline in McCormick’s shares — which have fallen by about 9% since the deal’s announcement — will erode the new company’s value. A recent watering-down of UK listing rules means Unilever can push through the disposal without holding a shareholder vote. Once the deal completes, Unilever will become a faster-growing beauty and personal care specialist with more cash to buy up brands in those higher-margin categories. Analysts have long speculated that selling its food business would pave the way for a large acquisition in home and personal care. Proposed targets include Reckitt (LON: RKT) or Haleon (NYSE: HLN), the consumer healthcare business that Unilever tried to buy in 2022. Fernández moved to temper those expectations during a call with shareholders on Tuesday, saying that he intended to stick with previously announced plans to make about £1.5billion of bolt-on acquisitions a year. Hayes at Jefferies (NYSE: JEF) said his comments failed to clarify how a slimmed-down Unilever would create value for shareholders. While some investors may be unhappy about the terms of the break-up, others are relieved the issue has finally been put to bed. David Samra, portfolio manager at Artisan Partners, a top-10 Unilever investor, hailed the deal as the “conclusion of a decades-long process” to normalize Unilever’s structure. “Unilever is like the British empire,” said another major investor. “It’s so big, so complex ... it had to break up.”

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4/2/2026

Activist Funds Press Korea Inc as Shareholder Votes Yield Few Wins

Chosun Biz (South Korea) (04/02/26) Jeong-eon, Kim

At this year's regular shareholders meeting, the first held since the Commercial Act was revised, activist funds made their voices heard. Shareholder proposals demanding stronger shareholder rights, including the cancellation of treasury shares and the appointment of independent directors, followed one after another. But most of these items were voted down at the actual meeting. At LG Chem's (KRX: 051910) regular shareholders meeting on the 31st, a proposal to amend the articles of incorporation to introduce "advisory shareholder proposals" was voted down, which automatically discarded the linked shareholder proposal from Palliser Capital. The proposal to appoint a lead independent director was also rejected. Earlier, Palliser had demanded the introduction of advisory shareholder proposals, the appointment of a lead independent director, the repurchase and cancellation of treasury shares, and the monetization of the equity in the subsidiary LG Energy Solution (KRX: 373220). Palliser holds 0.67% equity in LG Chem. The opposition from LG, the largest shareholder of LG Chem (34.95%), and the National Pension Service (8.56%), the second-largest shareholder, had a major impact. Earlier, the Stewardship Responsibility Expert Committee of the National Pension Service (NPS) judged that Palliser's introduction of advisory shareholder proposals "could limit the board's authority." It also expressed opposition to the capital allocation policy on the grounds that "with the company having already disclosed a plan to monetize equity in LG Energy Solution (KRX: 373220), additional equity monetization could negatively affect shareholder value." At Taekwang Industrial's (KRX: 003240) shareholders meeting held the same day, only the expansion of separate elections for audit committee members among the proposals by Truston Asset Management passed, while all other proposals were voted down. Truston sought mandatory adoption of an advisory shareholder proposal system, a 1-for-50 stock split, and cancellation of treasury shares, but these did not pass the meeting. Friendly equity for Taekwang Industrial Chairman Lee Ho-jin amounts to 54.53%. At DB Insurance's (KRX: 005830) shareholders meeting on the 20th, the proposal to appoint an audit committee member put forward by Align Partners passed, but major items such as the appointment of inside and outside directors and changes to the articles were approved as originally proposed. Earlier, through an open letter, Align Partners demanded eight items, including adopting management based on the required return on equity (ROR), lowering the target risk-based capital ratio (K-ICS), and raising the consolidation-based shareholder return ratio to 50%. The backdrop to the stream of shareholder proposals at this shareholders meeting is seen as the revision of the Commercial Act. As the National Assembly successively passed the second amendment to the Commercial Act, which expands directors' duty of loyalty from the existing "company" to "the company and shareholders," and the third amendment centered on measures such as cancellation of treasury shares, analysis suggests attention to shareholder protection and strengthening of shareholder rights has increased. Experts say that while the actual approval rate of shareholder proposals remains low, they view it as a meaningful change that has created cracks in corporate decision-making structures. Lee Nam-woo, chair of the Korea Governance Forum, said, "At this meeting, support for activist fund proposals among minority shareholders generally rose," adding, "In particular, the actual success of appointing an audit committee member at DB Insurance is a meaningful trend." In practice, most of the items Palliser proposed to LG Chem were voted down, but minority shareholder approval rates were high at 56% and 42%, respectively. The outside director candidate that Truston proposed at Taekwang Industrial was also rejected, but the approval rate reached 49.8%. At DB Insurance, the director candidate proposed by Align Partners was appointed, which is regarded as the first case in a domestic insurer where a director was appointed through a shareholder vote contest. There are calls for structural changes to make activist fund shareholder proposals more effective. Lee said, "Foreign funds with high equity stakes often exercise their voting rights two weeks before the shareholders meeting, but notices for shareholders meetings at domestic listed companies typically go out two weeks in advance, leaving a short window to exercise voting rights," adding, "If, in addition, the National Pension Service's voting direction were disclosed in advance, it could lead to substantive change."

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4/1/2026

The Changing Proxy Advisor Landscape

Reuters - Practical Law Journal (04/01/26) Aquila, Francis J.

Francis J. Aquila, partner at Sullivan & Cromwell LLP, writes that proxy advisors have long played an important role in investor voting. Voting outcomes across companies on a range of matters, including director elections, executive compensation, governance provisions, and strategic transactions, traditionally align closely with the recommendations of proxy advisors based on their benchmark policies. However, recent developments could impact the long-standing equilibrium between public companies, their investor base, and proxy advisors, and have significant implications for corporate governance and shareholder engagement. In high-stakes situations, such as close votes and activist campaigns, recommendations from proxy advisors often framed the public discourse and could influence voting outcomes. Engagement with proxy advisors has often been crucial for obtaining a positive outcome. In the context of activism defense, a company’s adoption of governance practices that align with benchmark policies has been a helpful strategy for gaining proxy advisor support when a high-stakes situation does arise. For the upcoming year, proxy advisor recommendations will likely continue to meaningfully correlate with voting outcomes in many cases, even if the degree of alignment is decreasing. This means that reviewing and understanding the priorities reflected in proxy advisor policies will likely remain a useful exercise for the Board. However, particularly in close votes and contested situations, it will be increasingly important for the Company to understand how shareholders are currently using proxy advisory policies and services rather than assume voting alignment with proxy advisor benchmark policies. Given the evolving nature of investor voting practices and limited visibility into them, this exercise will likely require the involvement of experienced advisors who can combine historical data analysis (which may be less predictive than in the past) with up-to-date information on the latest trends. Additionally, in recent months, many issuers have had a harder time obtaining an engagement meeting with proxy advisors. Even successful engagement efforts with proxy advisors may no longer yield the same level of impact on overall shareholder votes due to the increasing customization of institution-specific policies and internal voting frameworks. Round red table symbolizing important issues facing boards of directors of U.S. companies. Companies should prioritize articulated investor priorities, rather than assumed benchmark alignment, when making governance and shareholder engagement decisions. Against this backdrop, a careful process, informed engagement, and disciplined planning are not optional refinements for the Company. The changing proxy advisor landscape calls for deliberate, ongoing reflection and recalibration. To remain prepared for shareholder activism in this environment, the Board should monitor developments regarding proxy advisors and related responses from key shareholders, including any updates to voting practices. The Board should also continue to maintain and update its understanding of the expectations and priorities of key shareholders, which continue to evolve. Companies should prioritize articulated investor priorities, rather than assumed benchmark alignment, when making governance and shareholder engagement decisions. “Tabletop exercises” with experienced advisors (such as law firms, investment banks, and public relations firms) can be very helpful in both activism situations and ordinary-course corporate governance planning. These simulated contested situations can help the Board and management evaluate how different shareholder constituencies may respond in a diverse range of scenarios, anticipate inflection points in alignment and conflict, and identify where engagement efforts may be most impactful. Experienced advisors can help the Company remain prepared for shareholder activism, particularly in light of the evolving proxy advisor landscape.

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4/1/2026

Billionaire Nelson Peltz Plans AI Makeover for Janus Henderson

Bloomberg (04/01/26) Gyftopoulou, Loukia

Now that Nelson Peltz has won a surprise bidding war for Janus Henderson Group Plc (NYSE: JHG), the investor can start to revamp the $493 billion asset manager he has circled for years. Peltz is paying about $8 billion, or $52 per share, for Janus Henderson – more than twice where its stock was trading when his Trian Fund Management disclosed its position in late 2020. At age 83, Peltz – who over the years has famously tangled with corporate giants — is shelling out for what many see as a fixer-upper. Fees are getting squeezed in the age of low-cost index funds, and Janus Henderson’s performance has been mixed since the 2017 merger that created it. According to people familiar with Peltz’s thinking, Trian intends to use artificial intelligence to streamline Janus Henderson’s business and wring out time-consuming processes. Central to all of this is Trian's partner in the deal, General Catalyst, the technology-focused investor that has backed Anthropic, Stripe and defense tech firm Anduril Industries Inc., among others. General Catalyst has invested billions in AI companies, applications and partnerships. It recently launched a company called Percepta that deploys AI researchers, engineers and product managers across a range of businesses to transform traditional workflows using artificial intelligence. Soon on its to-do list: Janus Henderson. Percepta, whose founding team included alumni of data-analysis firm Palantir Technologies Inc. (NASDAQ: PLTR), will be part of Peltz’s effort to modernize middle- and back-office functions, according to people familiar with the plan. Janus already uses some AI tools but plans to deploy Percepta’s more-advanced technology to speed up lengthy fund-creation and other processes and meet investors’ growing demands, people familiar with the matter said. Without public shareholders to answer to, Janus will be able to spend big on these new technologies and make hires in other parts of the business. Representatives for Trian, General Catalyst and Janus Henderson declined to comment. Peltz has been shaking up Janus Henderson off and on for years now. When Trian began amassing its stake, Janus was bleeding assets and still struggling as a merged firm. Peltz quickly cleaned house, assumed two board seats and pushed for new leadership. Ali Dibadj took over as chief executive officer in 2022, and Peltz cheered his arrival. The new CEO has managed to win back clients, reverse several years of outflows and heal divisions within the firm, insiders say. Given Trian's history with Janus Henderson, the sudden emergence of a rival suitor unsettled some at the company. A relative unknown, Victory Capital Holdings (NASDAQ: VCTR), first approached Janus Henderson's board in November and then went public with an offer in February. Dibadj and other executives were soon fielding calls from anxious clients, people familiar with the matter said. Victory, a Texas-based acquisitive mutual fund firm, has a reputation for aggressive cost-cutting and running lean operations, a process Janus Henderson employees were referring to internally as “cost-gutting,” according to the people familiar with the matter. Money managers handling roughly a third of the firm's assets threatened to quit if Victory won. Victory, for its part, accused Janus Henderson of not engaging with its offer. Trian shot back, saying Victory lacked the cash to seal a deal. Janus Henderson told shareholders to stick with Trian’s offer. Privately, some in the Victory camp claimed they could win over shareholders without Trian’s blessing, separate people familiar with the matter said. Victory had lined up Wells Fargo & Co. (NYSE: WFC) and Royal Bank of Canada (NYSE: RY) to finance its bid, Bloomberg previously reported. But weeks into the public bidding war, RBC had yet to commit the capital for the offer. In a document dated March 17 that was seen by Bloomberg News, the bank said it would offer the credit line only after completing its due diligence. On March 24, Victory threw in the towel, handing Janus Henderson to Peltz and General Catalyst. Victory did not respond to a request for comment. Now comes the hard part. Modernizing a money manager with $493 billion of assets, thousands of employees and clunky internal processes won’t be quick or easy. The AI integration at the heart of Peltz’s plan will take time, patience and money. Peltz has hankered after Janus Henderson for years. Now, it’s his to fix up.

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4/1/2026

Governance to Remain a ‘Focal Point’ for Shareholders This Proxy Season: Report

ESG Dive (04/01/26) Johnson, Lamar

The number of shareholder proposals filed at S&P 500 and Russell 3000 companies both fell in 2025, after a record year in 2024. The March report noted that “companies now face a proxy environment defined less by volume and more by discretion, legal complexity, and evolving investor expectations.” The number of proposals filed this proxy season “may remain subdued,” but there is expected to be increased scrutiny on the design of submissions, asset managers’ engagement practices and exclusion decisions, The Conference Board said. Corporate governance and executive compensation-related shareholder proposals were the most likely to receive shareholder support in 2025. Corporate governance proposals have received the highest average shareholder support for the past three years, while support for environmental, social and human capital management-related proposals have seen support decline since 2023, per the report's findings. Average shareholder support for governance proposals at Russell 3000 companies was 39% in 2025, stagnant from 2024. Executive compensation proposals were the only topic that saw its average support rise year over year in 2025, with such proposals receiving 16% average shareholder support at Russell 3000 companies, up from 14% in 2024. Average support for executive compensation proposals is still below its 2023 level of 22%, according to the report. The support for governance and executive compensation proposals reinforces “investor prioritization of issues perceived as directly tied to board accountability, pay alignment, and oversight effectiveness,” the report said. This proxy season outlook was also backed by Russell Reynolds Associates and Rutgers Law School's Center for Corporate Law and Governance, alongside The Conference Board and ESGAUGE. To develop the report, The Conference Board reviewed recent management and shareholder proposals at S&P 500 and Russell 3000 companies in a webinar and also spoke to chief legal officers and corporate secretaries “at leading companies in a Chatham House Rule session, the report said. Investors are expected to continue to favor narrowly-tailored governance proposals focused on “clearly articulated governance gaps” that are “aligned with prevailing market norms,” the report said. Executive compensation filings are seen as a “secondary channel for shareholder engagement on pay issues,” The Conference Board said. The regulatory changes to the engagement process initially caused large asset management firms like BlackRock (NYSE: BLK) and Vanguard to pause all engagement meetings. The policy change is still leading to scaled-back engagement, leaving “many asset managers, especially index funds, reluctant to press companies on corporate governance or other policy matters, closing a key channel of communication,” according to a separate report Diligent Market Intelligence released last week. The Securities and Exchange Commission (SEC) also announced in November that it would not weigh in on most no-action requests from companies this proxy season. A pair of activist investor groups recently challenged those changes in court, but, in the meantime, “companies now have far greater latitude to decide which proposals should make their way onto their proxy ballots,” Diligent's report said. Diligent noted, however, that “early attempts at navigating this discretion have seen proponents take exclusions to the court, sometimes leading to settlements or the proposal going on the ballot.” Under the revised no-action rules, companies have “fewer procedural guardrails and diminished opportunities for informal SEC intervention” and should “exercise greater caution” when there are close calls on whether to exclude a proposal, according to The Conference Board report. Companies that strengthen their internal legal and governance review processes for shareholder proposals and engage earlier with proponents will be better able to limit their risks of regulatory, litigation and reputational risks, the report said.

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4/1/2026

Unilever CEO Fernandez Returns to His Roots With Health and Beauty Makeover

Reuters (04/01/26) Naidu, Richa; Shabong, Yadarisa; Marrow, Alexander

As a senior Unilever (NYSE: UL) executive in Brazil some 15 years ago, Fernando Fernandez made a bold gamble on hair care and beauty, rapidly expanding the then newly acquired TRESemmé brand into a major money-spinner in the giant South American market. The 59-year-old Argentine is now CEO and going back to his roots, carving off the sprawling consumer goods firm's food brands, from Magnum ice creams to Hellmann's mayonnaise, with two huge deals since he took the reins last year. This week Unilever sealed a deal with U.S. spicemaker McCormick (MKC.N) to hive off its food business to make a $65 billion sauces-to-spices food giant. Unilever will retain a near 10% stake, with its shareholders having another 55%. The recent spin-offs leave the firm a far leaner beast focused on beauty, personal care and home care, areas where Fernandez spent most of his 38-year career at Unilever selling products from Dove soap to Surf laundry detergent. "This is the right step at the right time to build a simpler, sharper, higher-growth Unilever," Fernandez told analysts on a call after sealing the McCormick deal. "We are creating a 39-billion-euro household and personal care pure play with leading positions in highly attractive categories, a stronger exposure to fast-growing geographies like the United States and India." Without food and ice cream, Fernandez is leaning in to the company's 23 biggest home, beauty and personal care "power brands" that account for the majority of Unilever's sales, including Dermalogica, Pond's, Sunsilk and Cif. Most investors didn't take the news well, with Unilever shares closing at a two-year low on Tuesday and dipping further on Wednesday amid worries about the lengthy timeline to closing the deal in 2027 and the overhang from food. However, some investors see a long-term benefit in faster-growing beauty, personal care and home care products. "Perhaps the most overlooked benefit is the increased focus gained by simplifying Unilever's business model," David Samra, managing director of Unilever investor Artisan Partners and founding partner of the International Value Group, told Reuters. "The company moves from operating in two distinct industries to concentrating on a narrower group of brands in faster-growing markets." The food business is high-margin but sales growth has lagged other units, weighing on Unilever's goal to increase turnover by 4%-6% annually. "The prize of a pure-play home and personal care company will be worth it in the end," Barclays (NYSE: BCS) analyst Warren Ackerman said. Unilever investors and its board had pushed hard in recent years for change, including billionaire shareholder Nelson Peltz, a board member who has a $1.73 billion stake in the firm. That pressured two Unilever CEOs, most recently Hein Schumacher who was ousted for not streamlining the company's portfolio fast enough. Fernandez, his finance chief at the time, was promoted to speed up the process. The deals mark a sharp U-turn after Unilever spent most of the last century snapping up food and beverage brands from Marmite to Colman's and Horlick's. But increasingly health-conscious consumers and the rise of GLP-1 weight-loss drugs in recent years have eroded demand and investors' faith in packaged food, and Unilever also faced stiff competition from cheaper private-label brands. Unilever trades at a forward price-to-earnings ratio of 14.8 times, lower than L'Oreal (OREP.PA), Procter & Gamble (PG.N), Nestle (NESN.S), and Danone (DANO.PA), which trade at between 17.2 and 25.3 times, LSEG Workspace data shows. "Unilever has historically traded at a discount to pure-play HPC peers like L'Oréal or Procter, partly because of the drag from lower-growth food categories," said Will Nott, portfolio manager at Unilever investor Ninety One. "There is clearly re-rating potential, but it won't happen overnight. The market will want to see clean execution through the transition."

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3/30/2026

Investors Suing to Vote on ESG Proposals Meet Corporate Pushback

Bloomberg Law (03/30/26) Ramonas, Andrew; Hutchinson, Drew

Chubb Ltd. (NYSE: CB) and BJ’s Wholesale Club Holdings Inc. (NYSE: BJ) have a message for shareholders suing companies to demand action on environmental, social, and governance (ESG) issues this year: Back off. The companies are forming a budding resistance to an influx of investor lawsuits aimed at getting ESG proposals on annual meeting ballots. The litigation came after the Securities and Exchange Commission (SEC) under Republican Chairman Paul Atkins in November stopped refereeing most proposal disputes between shareholders and companies, which often sought SEC advice before blocking resolutions from annual meeting votes. In contrast with Chubb and BJ’s, PepsiCo Inc. (NASDAQ: PEP) and AT&T Inc. (NYSE: T) quickly settled lawsuits with deals to permit shareholder resolutions, offering little or no pushback. Taser-maker Axon Enterprise Inc. (NASDAQ: AXON) also rapidly reached a settlement in another shareholder proposal case, though the company did tell a court it had followed SEC rules on resolutions. Shareholders rarely sued companies planning to block their proposals until the SEC policy shift last year. Investors have since brought at least six cases, including a lawsuit against UnitedHealth Group Inc. (NYSE: UNH) March 20. So far, none of them have ended without corporate concessions. The litigation is the latest front in a decades-long struggle between activist investors and companies over shareholder rights. Investor advocacy group As You Sow, New York state’s pension fund, and other organizations behind the lawsuits have fought companies at the SEC for years to offer ESG proposals, including on issues surrounding climate change and other environmental risks. “Few of us are surprised” by the litigation, said Mike Flood, senior vice president of the U.S. Chamber of Commerce’s Center for Capital Markets Competitiveness. “That doesn’t mean we’re happy.” The lawsuits are the “necessary result” of having a shareholder proposal process that doesn’t work, said Danielle Fugere, president and chief counsel of As You Sow. The organization is suing the SEC over its decision to stop weighing in on investor proposals, while also pursuing a case against Chubb. As You Sow filed its lawsuit against Chubb March 3 after the insurer said it intended to block the group’s proposal to report on any company efforts to seek compensation for losses related to climate change. The case came after the SEC told Chubb in January it “will not object” if the company omits the resolution from the voting materials for its upcoming annual meeting. The insurer had told the regulator it planned to bar the resolution under agency rules that let companies prohibit proposals concerning their ordinary business operations and seeking to micromanage them. If cases against Chubb and other companies continue, courts will be tasked with interpreting how far “ordinary business” goes. The agency in November started sending companies letters saying it won’t object to their exclusion plans, if they request the declaration. The SEC previously told companies whether it accepted—or rejected—their use of agency rules to scuttle proposals. The regulator can bring cases alleging companies wrongly omitted proposals. As You Sow said in its complaint in the U.S. District Court for the District of Columbia that Chubb’s plans would violate the SEC’s shareholder proposal regulations. The insurer has disputed the claims, saying in a March 19 court filing that As You Sow’s resolution is an “axiomatic example of in-the-weeds interference with daily operations.” BJ’s Wholesale Club is fighting similar claims from New York Comptroller Tom DiNapoli in the U.S. District Court for the District of Massachusetts. He manages the New York State Common Retirement Fund, a BJ’s investor. DiNapoli said in a March 2 complaint that the retailer would break SEC shareholder proposal rules with plans to block a New York State Common Retirement Fund proposal. The resolution seeks a report on risks BJ’s may face from deforestation. Like Chubb, BJ’s told the SEC it intended to bar the proposal under agency rules that permit companies to forbid resolutions related to normal operations or that try to micromanage them. BJ’s also solicited a letter from the SEC saying the agency won’t object to its plan to prohibit the New York pension fund proposal. The company has challenged DiNapoli’s lawsuit, saying in a court filing it “properly excluded” the proposal. A spokesperson for DiNapoli said the comptroller is “committed to protecting shareholder rights.” Representatives of BJ’s and Chubb didn’t respond to requests for comment. The pushback from Chubb and BJ’s comes as the companies are fast approaching periods when they’re expected to issue proxy voting materials to investors and hold annual meetings. Chubb has slated its annual meeting for May 21, with final voting paperwork due by April 7, according to a preliminary proxy statement. BJ’s has yet to announce an annual meeting date, though it generally hosts the gathering in June. Companies must give investors proxy voting materials with any shareholder proposals up for consideration at least 40 days before their annual meetings. Axon initially fought back in court against the Nathan Cummings Foundation, which sued in February over company plans to bar the investor’s political spending proposal. But the company quickly agreed to disclose the information, resolving the case three weeks later. PepsiCo and AT&T settled investor lawsuits over their plans to block proposals even faster. Both agreed in February to include the resolutions on their ballots within days of being sued. The Axon, PepsiCo, and AT&T deals came less than two months before they normally send out proxy materials. The companies have held their annual meetings in May in recent years. Including proposals is often easier and more efficient than entering a court battle, said Shuangjun Wang, a partner at Cleary Gottlieb Steen & Hamilton LLP. Companies must weigh the possibility of plaintiffs getting preliminary injunctions compelling a proposal vote or being ordered to hold a special meeting later to consider the resolution, she said. “There may be some cases where it’s worth fighting, but in many cases they have bigger fish to fry,” Wang said.

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3/28/2026

Korea Weighs Inheritance Tax Based on Book Value, Not Market Prices

Financial Times (03/28/26) Jung-a, Song

South Korea is weighing plans to base inheritance tax on book value instead of market value in order to curb the alleged suppression of share prices. Under a law proposed by President Lee Jae Myung’s ruling party, inheritance taxes for heirs to stock in listed companies trading at a price-to-book ratio of less than 0.8 would be calculated based on asset value and earnings rather than using the current share price. The new rules, if passed, would remove the incentive to keep share prices low in order to reduce inheritance tax and maintain family control — potentially helping to close the infamous “Korea discount." “We will open the ‘Korea premium’ era... through measures including the stock price suppression prevention law,” said Han Byung-do, floor leader of the ruling Democratic Party of Korea. South Korea’s inheritance tax is among the highest in the world with the headline rate standing at 50%. This can increase to 60% for controlling shareholders in companies, since the valuation of their stake is marked up by a notional 20% before inheritance tax is applied. The government’s bill would also abolish this 20% surcharge, if the stock price was formed “normally,” and allow the estate to pay with shares instead of cash. Analysts have frequently cited the levy as a structural factor behind the Korea discount — low valuations for the country’s shares relative to other markets. Many investors would rather the government simply cut the inheritance tax rate. “Calls for inheritance tax cuts have risen sharply as the government rolls out a series of measures to resolve the Korea discount,” said Albert Yong, managing partner at Petra Capital Management, a Seoul-based hedge fund. “Many Korean companies still try to keep stock prices low to reduce inheritance taxes for controlling families.” Activists say tax reform could align the interests of controlling and minority shareholders, pointing to an increase in dividend payout ratios following tax cuts on dividend income. “The fundamental issue in Korea’s corporate governance is the misalignment of interests between controlling and minority shareholders,” said Namuh Rhee, chair of the Korean Corporate Governance Forum. “Minority shareholders want higher valuations, but controlling shareholders have little incentive to lift stock prices because that increases their inheritance tax burden.” Rhee said that lowering the inheritance tax rate to 20-30% would promote “long-term harmony” between the two groups. According to research group Leaders Index, heirs to the country’s top 30 conglomerates face Won64.8 trillion ($45.2 billion) in combined inheritance tax bills. In April, Samsung’s (KRX: 005930) Lee family will complete the payment of about 12tn won in inheritance tax — the largest such payment in the country’s history — following the death of patriarch Lee Kun-hee in 2020. The Koo family of LG Group also paid Won921.5 billion over five years. The bereaved family of Kim Jung-ju, founder of the game developer Nexon (3659.T), transferred part of its stake, making the Korean government the second-largest shareholder in its parent company NXC. Almost every major chaebol group has at some point been accused of corruption or opaque deals aimed at preserving family control. “Korea’s poor corporate governance stems from owner families’ desire to pass on control efficiently,” said Park Ju-geun, head of Leaders Index. “That often leads to dubious intragroup deals and restructurings that distort capital markets and harm minority investors.” Despite growing investor calls, the government is against cutting inheritance taxes for chaebol families. It fears that lower rates would make it easier to entrench dynastic control, hence the proposal to levy taxes at book value instead. Nearly two-thirds of companies on the Kospi trade below book value, meaning the market values them at less than the stated worth of their net assets. Changhwan Lee, chief executive of Align Partners, said change would not come easily. “Controlling shareholders wield outsized influence over decision-making because boards lack independence,” he said. “Even if inheritance taxes fall, their behavior is unlikely to change in this environment. Governance reform should come first.”

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3/19/2026

Elliott Management and the Art of Telling Bosses They’re Wrong

The Economist (03/19/26)

Managers get up to all sorts when shareholders aren’t paying attention. Many hoard assets. Some even commit fraud. And very rarely one will hire Katy Perry to perform on a cruise ship. When they do, the job of reimposing capitalism’s Protestant ethic falls to Elliott Management. In February Elliott denounced the largesse of Norwegian Cruise Line (NYSE: NCLH), which had hired Ms. Perry to christen a new vessel, and demanded the replacement of its board. It is pushing for a new boss at Lululemon (NASDAQ: LULU), which makes leggings, and has just squeezed Toyota (NYSE: TM) to pay more for a supplier in which the Japanese carmaker (and Elliott) hold minority stakes. Pepsi (NASDAQ: PEP) said recently that it would cut a fifth of its products. Naturally, the Coca-Cola (NYSE: KO) of shareholder activism was again involved. When a company slips, Elliott is rarely far behind. Paul Singer opened the shop in 1977 to trade convertible bonds but became famous in the 1990s as an obstinate lender to emerging markets. Back then Elliott bought distressed bonds owed by countries like Peru and Argentina before demanding to be paid in full. Now most of its efforts go into shareholder activism: buying small stakes in companies, lobbying for change and hoping the share prices rise. Often boards co-operate. Ones that don’t risk a public war of words—and charts which show what a terrible job they are doing. (The history of shareholder activism is also the history of media, the industry’s distant and less moneyed cousin. Campaigns nowadays often involve podcasts and videos.) Elliott has industrialized what until recently was an artisanal business: telling bosses they are wrong. “There’s Elliott and then there’s everyone else. It’s two separate industries at this point,” says a banker who advises companies caught in the fund’s sights. Carl Icahn, who made his name as a corporate raider in the 1980s, is less busy than he used to be (though, at 90, he recently tried to buy Caesars Entertainment (NASDAQ: CZR), a casino operator). Bill Ackman, Mr. Icahn’s nemesis, is most focused on his dream of becoming Warren Buffett. According to regulatory disclosures ValueAct, Starboard Value, Third Point and Trian, four big funds, together own $24 billion of American stocks and have pursued 37 public activism campaigns since the start of 2024—about the same as Elliott alone on both measures. Elliott, which also does private-equity deals, employs more than twice as many investment and research staff as the others combined. A decade ago the reaction of boards when Elliott appeared on their shareholder register was pure terror. Today it is mere anxiety. One reason is the legions of financial and legal advisers companies employ to ponder their firms as an activist might. Another is that activists’ demands are rarely all that surprising. Returning capital to shareholders is a common ask. So are asset sales: simplification remains the idée fixe of the shareholder activist. Smiths (LON: SMIN), a British engineering group, sold two divisions last year after Elliott bought a stake. Honeywell (NASDAQ: HON), which will break up later this year, was considering doing so even before Elliott told it to. There is a fundamental irony to the idea of a mainstream contrarian. Shareholder activists and private-equity investors often approach companies with similar demands for changes to costs and a firm’s capital structure. These ideas have been dominant in boardrooms for decades. So how can it still be profitable to impose them on corporate America? There is only a finite number of unwieldy industrial conglomerates to break up, after all. One argument is that the dominance of public markets by giant, passive investment firms such as BlackRock (BLK) and Vanguard necessitates a similarly massive activist to stand up for shareholders’ interests. A more cynical view is that it is impossible to ever fully align the interests of the shareholders, who own firms, and the managers, who control them. Of all the external checks on executive power—bank research analysts, proxy advisers, newspapers—hedge funds with money on the line have the strongest incentives to actually increase the value of a firm. Activists say perpetual change in business is their surest guarantee of continued success. There is plenty of that. American capitalism is going through a corporate-governance revolution at least as radical as the one that began with junk bonds in the 1980s and birthed modern private equity and shareholder activism. Its two faces are the state capitalism of Donald Trump, who has liberally taken stakes in private companies and bossed them around as an activist might, and artificial intelligence, whose leading firms have created their own complex, and occasionally ridiculous, governance arrangements. Yet neither innovation has yet sparked a major activist campaign. Where were the guardians of shareholder rights when Intel handed over 10% of its stock to America’s government? Or now that big tech firms are spinning a complex web of AI-related cross-holdings? The reinvention of American governance does not preclude its enthusiastic export abroad by activist. Britain, with its clubbable boards and tired stockmarket, is an obvious target. Two of Elliott’s recent investments are in BP (NYSE: BP), a chronically mismanaged energy firm, and the parent company of London’s stock exchange. But it is Japan where American activists spend more of their time, aided by regulatory reforms pressing companies to unwind their cross-holdings (which are even more complicated than the ones being assembled in Silicon Valley). According to Barclays (NYSE: BCS), a bank, 56 campaigns were launched against Japanese companies last year, the most on record. Since 2023 ValueAct has launched more campaigns there than in America. Elliott announced three last year and on March 17th disclosed a stake in Mitsui OSK (TYO: 9104), a shipping company.

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3/18/2026

Thirteen State Bills Could Threaten Proxy Advisor Independence, Warns Glass Lewis

Governance Intelligence (03/18/26) Bannerman, Natalie

Glass Lewis has warned that a wave of state-level legislation targeting proxy advisory firms could reshape the sector and potentially limit the ability of investors to access independent governance advice. In a statement, the firm said that 13 U.S. states are considering measures that could make it significantly more difficult for proxy advisors to operate and provide voting recommendations to institutional investors. Glass Lewis argues that the initiatives are designed to curb that influence by placing new requirements and restrictions on proxy advice. According to the firm, critics of proxy advisors are attempting to bypass federal lawmakers and regulators by pushing legislation through state legislatures that would create "a chaotic, impractical patchwork of state regulation." In Indiana, a bill passed quickly through the legislature and has been signed into law, due to take effect on July 1. According to Glass Lewis, the law is part of a broader trend in which states impose requirements on proxy advisors before they can recommend votes against management. For example, some proposals would require proxy advisors to produce detailed written financial analyses explaining the short- and long-term financial effects of any recommendation that opposes management. Similar "copycat" bills have been introduced in states including Nebraska, West Virginia, Mississippi, Kansas, Oklahoma, South Carolina, Wisconsin, Arizona, Iowa and Kentucky, many modeled on previous legislation in Texas. These measures often require additional disclosures to investors and companies or restrict proxy advice on issues such as executive compensation if it is seen as undermining board discretion. Glass Lewis says such requirements would be operationally unworkable given the scale of the proxy voting process. Proxy advisors review and issue recommendations on thousands of ballot items each proxy season, often within tight timeframes between when companies release their proxy materials and when shareholders must vote. Mandating comprehensive financial analysis for every recommendation against management could significantly slow that process and increase costs for investors. Other proposed laws focus on disclosure obligations. Some bills would require proxy advisors to include warnings stating that investors are receiving proxy advice without a prescribed financial analysis, even when the recommendation is based on governance or oversight concerns. These disclosures would also be shared with companies and the public. Glass Lewis argues that such requirements could mislead investors and undermine the purpose of independent proxy advice. Several proposals also address specific governance topics, including executive compensation. In some cases, the legislation would restrict proxy advisors from providing recommendations on pay practices if those recommendations are deemed to "undermine the use of discretion by an independent compensation committee of the issuer’s board of directors." This approach could effectively prevent investors from receiving advice on how to vote on say-on-pay proposals when that advice challenges management. A further concern raised by the firm is the potential enforcement structure embedded in many of the bills. Some proposals would allow state attorneys general, companies and even shareholders to bring legal claims against proxy advisors over their recommendations. Glass Lewis said these provisions could expose proxy advisors to significant litigation risk and increase compliance costs for both advisors and their institutional investor clients. The firm also warned that the legislation raises broader legal and market concerns. Several proposals appear to apply beyond the borders of the states considering them, potentially affecting proxy advice delivered between parties located elsewhere. Glass Lewis said this approach could set a precedent in which states attempt to regulate communication between investors, advisors and companies across the national market. "These bills are unworkable, conflict with federal law, and blatantly seek to suppress proxy advice that takes any perspective different from management’s," the firm wrote. As the legislative push continues to evolve across multiple states, corporate governance leaders may increasingly need to consider how shifts in the proxy advisory landscape could affect shareholder engagement and voting dynamics in future proxy seasons.

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3/18/2026

Japan Regulator Chief Says Clear Growth Plans Best Defense Against Short-term Activists

Reuters (03/18/26) Yamazaki, Makiko; Okasaka, Kentaro

Companies should counter short-term activists less with defensive tactics and more with steady communication that reinforces confidence in long-term growth plans, Japan's financial regulator chief said. The comments from Financial Services Agency (FSA) Commissioner Yutaka Ito come amid grumbling from some companies that the regulator's push for better capital use has emboldened activist investors to press for higher shareholder returns. "There are some among activist investors who try to strip a company of resources for short-term gain that should be used for future investment, but preventing this through regulatory means is difficult," Ito said in an interview. "The most effective way to deal with them is to clearly explain the company's growth strategy and why this capital is needed for the future. If investors understand and support that, it's rare for activists to build a dominant stake," he said. Japanese companies have long sat on vast cash piles, depressing capital efficiency and drawing activist pressure for higher dividends or share buybacks. Two years ago, the Tokyo Stock Exchange made a rare call for listed firms to disclose plans to improve capital efficiency, a move investors welcomed as a remedy for Japan's unusually large number of chronically undervalued stocks. While the initiative has triggered a wave of share buybacks and dividend hikes, it has failed to prompt a significant rise in business investment, frustrating policymakers. Against that backdrop, the FSA is set to revise the corporate governance code this year, urging companies to assess whether cash and deposits are being effectively deployed for investment and growth rather than left idle on balance sheets. Once the code is revised, Ito said the FSA would gather feedback from investors and companies for future updates. "There is no end to corporate governance reform," he said. Asked about recent negative headlines around private credit, Ito said the FSA has been closely monitoring the situation. "As for how this might spill over to Japanese banks, there is still nothing concrete that has emerged," he said. "We have a detailed understanding of Japanese banks' exposures, and that includes their own assessments and how they are managing those positions. We'll continue to monitor those," he added.

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