Media Center

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

Southwest Airlines to Launch First-ever Alaska Flights to Major Oil and Gas Hub
Norfolk Southern Bounces Back Under CEO Mark George
Fifth Third’s $11 Billion Deal Sparks Hope for Bank Merger Wave
'We are Appalled': Sandon Capital Maintains Rage at Southern Cross amid Seven Deal Fury
Elliott Seeks to Buy Sumitomo Realty Stake From Holders
Samuel Terry Bolsters Team, Headhunting from JPMorgan and Others
HanesBrands Sets Nov. 25 Shareholder Vote on $4.4 Billion Sale to Gildan
Wells Fargo Faces Activist Call for Independent Board Chair
Dine Brands Is Under Pressure To Get More Efficient
Gore Street Energy Shakes Up Board After Fee Row
Cracker Barrel Traffic Nosedived After Logo Backlash
U.S. Activist Investor Teleios to Sell 5% Stake in Glenveagh
Acadia Healthcare Names Todd Young as CFO amid Activist Investor Engagement
Fifth Third to Acquire Comerica in $10.9 Billion Deal
Japan’s Cash-Rich Firms May Face Pressure After Takaichi Win
Video: RBC Capital Markets’ Gerard Cassidy: Fifth Third Bank Deal Signals Regulatory Regime is Different
Irenic Builds a Stake in Workiva, Hoping to Gain a Voice on the Software Company’s Board
UBS Gaining Support for Compromise on Swiss Capital Rules
Pitney Bowes Appoints New Chairman as it Reviews Long-term Strategy
AGL Wins Backing for Climate Plan but Cannon-Brookes' Support in Doubt
BP’s New Chairman Calls for Urgency in Push to Simplify the Business
Dye & Durham’s Ex-CFO Ramps Up Pressure to Sell Company
BP’s New Chair Vows ‘Urgency’ in Cost Cutting, Asset Sales
U.S. Billionaire Josh Harris’s Firm in Talks for Aga Cooker Unit
Khrom Capital Urges Acadia Healthcare to Explore Sale After 'Lost Decade'
New CSX CEO Faces Uphill Battle for Transcontinental Merger as Competitors Resist
Japan’s Firebrand Investor Is Back, Along With the Country’s Stock Market
Elliott Explores Options for British Datacenter Firm Ark
BP Approves $5 Billion Platform Project Off US Gulf Coast
Global Payments Adds Two Board Members, Enters Pact With Elliott
Shareholder Activism in Asia Drives Global Total to Record High
PepsiCo Chief Under Pressure as Elliott Management Pushes for Change
National Security Seen as Next Target for Activist Investors
Deals, Activists, and Corporate Governance: Atkore Inc.
Activist Investors had Busiest Quarter Ever, Launching 61 Campaigns
HanesBrands Considered Offers in 2020 to Sell Company; Activist Investor Pushed for Gildan as Buyer
Opinion: Activists Ride to Rescue Minority Shareholders Hit by Japan's Buyout Surge
Exxon's Auto-vote Plan May Blunt Activism
ESG Resolutions Drop 40% in 2025 Proxy Season, Morningstar Reports
Shift of Tactics in German Takeovers Thwarts Hedge Fund ‘Back End Trade’
Opinion: Congratulations, Lachlan Murdoch. You Won a Fading Empire and a Pile of Debt.
BlackRock, Vanguard Scale Back Company Talks as New Guidance Bites
SEC Will Move to Overhaul Investor Disclosures, Atkins Says
For One Man, the War Against Cracker Barrel Never Really Ended
2025 Proxy Season Review: From Escalation to Recalibration
Will Shareholder Voting Make a Comeback?
Can Elliott Investment Management Plan Turn Around PepsiCo?
Analysis: If Pepsi Wants to Win, It Has to Play Coke’s Game
A New Wave of Bank Mergers Is Just Getting Started
Commentary: Elliott Opens New Frontier with Japan Nuclear Bet
Board Members Beware When Activists’ Proxy and Pay Fights Converge
BlackRock’s Support for Environmental, Social Proposals Dips to Less Than 2% in 2025
Activists Say ‘Yes’ to ‘Vote No’ Campaigns in 2025
PepsiCo CEO’s Tall Order: Win Over Investor Calling for Strategy Reset
‘Endless Effort’: Japan Draws Global Investors but Reform Job Not Done
Once Engaged by Activist Investors, Matt Proud Is Now One Himself
Analysis: Pepsi Has Lost Its Bubbles. Elliott Wants to Make It Pop Again.
Opinion: Pepsi Fizz Better Added with a Stir than a Shake
Amid Federal Scrutiny and Investor Fatigue, Shareholder Proposals Take a Tumble in the 2025 Proxy Season
Shareholder-rights Proposals Dominate as ESG Filings Fall Sharply in 2025 Proxy Season

10/3/2031

Southwest Airlines to Launch First-ever Alaska Flights to Major Oil and Gas Hub

Houston Business Journal (10/03/31) Asher, Sydney

Southwest Airlines Co. (LUV) is launching its first flights to Alaska, becoming one of a few domestic carriers to fly into the state. The airline announced Oct. 2 that it will begin service to Anchorage, Alaska, in the first half of 2026, flying into Ted Stevens Anchorage International Airport. It marks the 43rd state in Southwest’s domestic network. Southwest will become one of five domestic airlines that offers service into Alaska, joining Delta Air Lines (DAL), United Airlines (UAL), American Airlines (AAL), and Alaska Airlines (ALK). The carrier said tickets will go on sale later this month. Southwest COO Andrew Watterson said in a statement the airline is “adding destinations that once seemed inconceivable for Southwest.” The company has added five new routes to its network this year after going years without any expansions. The new route to Anchorage will connect travelers to one of Alaska’s major oil and gas hubs. Spring-based Exxon Mobil Corp.; Houston-based Chevron Corp.; Marathon Petroleum Corp., which is based in Ohio but has a significant presence in Texas; and Houston-based Shell Exploration & Production Co., part of London-based Shell PLC, all have a significant presence in Anchorage and are members of the Alaska Oil and Gas Association headquartered nearby. Exxon Mobil operates its Alaskan headquarters out of Anchorage. As of last year, Anchorage is the fourth-busiest air cargo airport in the world and ranks second in North America. Southwest has recently undergone a mass wave of changes in its business model following a fight with activist investor Elliott Investment Management LP last year. The airline has ditched its open seating model, ended its "bags fly free" policy, and debuted its first red-eye flights.

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10/8/2025

Norfolk Southern Bounces Back Under CEO Mark George

Trains (10/08/25) Stephens, Bill

No matter how you look at it, Mark George had an eventful first year at the helm of Norfolk Southern (NSC) — even setting aside the historic deal to create the first transcontinental railroad through a merger with Union Pacific. George was named chief executive on Sept. 11, 2024, after CEO Alan Shaw was dismissed due to an inappropriate relationship with the railroad’s chief legal officer. George, who had spent five years as chief financial officer, inherited a railroad that had been in turmoil since the Feb. 3, 2023, derailment and hazardous materials release in East Palestine, Ohio. The disastrous wreck — and a subsequent string of derailments — put a harsh spotlight on NS. East Palestine ultimately took a financial toll of more than $1 billion, while the cleanup process created a bottleneck on the railroad’s busiest corridor. Imposition of new train-marshalling rules further congested the merchandise network. The financial and reputational hits from East Palestine attracted activist investor Ancora Holdings, which sought to gain control of the NS board and oust Shaw during a proxy fight. Shareholders delivered a split verdict in May 2024. They spared Shaw. But they put only three of Ancora's preferred candidates on the board, short of the majority needed for control. In July, the Justice Department sued NS over its handling of Amtrak's Crescent. It was the first right of preference lawsuit filed since 1979. And then came the September bombshell: The board was investigating Shaw for inappropriate conduct. He was dismissed three days later. “Everybody was fatigued from what had been seen as a little bit of chaos,” George said in a recent interview from the railroad's Atlanta headquarters. In the weeks that followed the change in leadership, George was a calming presence who also aimed to rally the troops. “We wanted to return back to some level of normalcy in the way we run the operation and the business. But at the same time, step it up a level,” he says. “I've always felt since I joined that the railroad needed a turbo boost of care and excellence — breaking out of … the utility mindset which plagued our industry for a long time.” Railroads, he says, needs to be more customer-oriented and have higher standards of excellence. In short order, George built a new C-suite, including tapping long-time NS officials to fill the vacant chief financial officer and chief legal officer positions. Also on the agenda: Creating consensus on a board with new members. On Nov. 14, NS put Ancora in the rearview mirror after reaching a deal with the Ohio-based activist investor. Ancora dropped plans to wage another proxy battle. NS agreed to expand the board by one member. Meanwhile, NS had to make good on the promises it made during the proxy battle about improving operations, reducing costs, boosting profits, and regaining traffic. Operationally, Norfolk Southern's trains are moving faster and cars are spending less time in yards. Safety has improved, too, with derailments and injuries down significantly. In 2024, volume was up 5%, revenue was flat, expenses fell 3%, and operating income grew 5%, all adjusted for the ongoing impact of East Palestine costs. With a full-year adjusted operating ratio improving 1.6 points to 65.8%, NS slightly exceeded its 66% target. In the first half of 2025, volume was up 2%, revenue was up 1%, and expenses declined 20%. The operating ratio, adjusted for East Palestine costs, improved 1.7 points to 63.4%. “I'm really proud of the progress we have made on the things we can control,” George says. “Service levels are really good. The network is running well, and we're demonstrating tremendous resiliency after setbacks from things like weather, hurricanes, and a really brutal winter.” NS in July boosted its annual cost reduction target to $175 million while throttling back its operating ratio goal to a 1- to 1.5-point improvement. It also reduced its revenue goal to 2% to 3% growth, down from 3%. Revenue is falling short of expectations amid a stubborn freight recession in its fourth year. And that has slowed operating-ratio improvement, too. “Right now, we're dealing with a revenue problem. All the roads are dealing with a shortfall in revenue compared to expectations,” George says. “So the O.R. — which is the ultimate measure — isn't having the same trajectory that we hoped, because we were expecting revenue would cover some of the inflation … in our cost structure.” NS continues to cut costs, become more efficient, and used attrition to reduce employment levels. The railroad is on a pace to deliver a 2024 promise of $550 million in cost savings a year ahead of schedule. “We're doing what we can right now on the controllable side to right-size without undercutting our ability to handle growth when it does finally come,” George says. “Because it's inevitable, it will come — especially in a new combined scenario. So we've got to be very careful with what we do.” George credits Chief Operating Officer John Orr and his team for the operational makeover. Orr was brought in during the proxy battle to prove to investors that NS was serious about fully adopting the Precision Scheduled Railroad operating model. “We've got some really strong operational people that we brought in from the outside, and some sponges on the inside that are learning, and absorbing, and implementing lessons,” George says. “So that mix of internal talent and external wisdom coming in — we're putting it into practice and delivering really good results for our customers in terms of the operating performance while at the same time taking out a lot of costs.” Orr & Co. have brought stability to a railroad that essentially had five chief operating officers in five years and has struggled to keep its operations out of the ditch. “There's been a lot of turmoil, admittedly, with different operating philosophies,” George says. Since 2014, no Class I railroad has experienced bouts of congestion more often than Norfolk Southern, says Rick Paterson, an analyst at Loop Capital Markets who closely follows railroad performance metrics. But Paterson called the all-clear during a presentation at RailTrends in November 2024. “Norfolk Southern is back,” Paterson said, noting that its service levels held up despite a spike in intermodal volume and that the railroad bounced back quickly after Hurricane Helene. NS is still maintaining its operational traction. And George says this time the railroad will be able to sustain its service levels over the long term. “We had a problem: We got our service levels up a couple of times to good levels, but we couldn't do it efficiently. It was costing us too much money. And we were using a lot of Band-Aids and duct tape to run the railroad,” George says. “Now we're doing it wiser, and smarter, and more efficiently, and more productively. You've seen our cost profile come down.”

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10/8/2025

Fifth Third’s $11 Billion Deal Sparks Hope for Bank Merger Wave

Bloomberg (10/08/25) Wang, Yizhu

The youngest head of a big bank is making his boldest move yet, which could set off a wave of dealmaking in the crowded U.S. finance sector. Cincinnati-based Fifth Third Bancorp. (FITB), run by 46-year-old Tim Spence, struck an almost $11 billion deal to buy Dallas-based Comerica Inc. (CMA) on Monday, finally satiating investors who’d long expected the firm to make such a move. The deal is sparking speculation of a floodgates moment, with industry watchers rushing to identify other potential takeover targets as they called the end of a blockage for large mergers and acquisitions. Ever since Donald Trump ushered in a friendlier regulatory regime, investors have expected a needle-moving deal, but that had remained elusive. Fifth Third’s combination with Comerica will create what the firms say is the ninth-largest U.S. bank with $288 billion in assets when it closes as expected in early 2026 — a swift timeframe by recent standards. The deal also heaped attention on Spence, who is the youngest chief executive officer atop a larger US bank. In the past three years, he has navigated a banking crisis and taken on fintech partners but also suffered a blow when Fifth Third discovered fraud by one of its borrowers. Analysts lauded the latest deal because it gives Fifth Third a path to achieving its expansion ambitions in the southeast while offering Comerica an offramp amid pressure to sell from an activist investor. “It’s important that you had a deal come out of the box like this, that everybody looks at it and goes, ‘Yeah, I get it,’” said Anton Schutz, president of Mendon Capital Advisors. With more than 4,400 banks and savings institutions regulated by the Federal Insurance Deposit Corp., the U.S. market has long been seen as ripe for consolidation. Many firms — particularly the smaller ones — need scale to survive but have faced challenges to that expansion. Fast-growing fintechs and bigger rivals have lured away depositors while a painful bout of turmoil caused by rapid Federal Reserve interest-rate hikes toppled several firms in 2023. Spence, who joined Fifth Third in 2015 from consultancy Oliver Wyman, is described by those who know him as steeped in technology knowledge. He likes to get in the weeds on anything from uninsured deposits to bank-branch data. He set up a crypto wallet with colleagues to purchase nonfungible tokens, or NFTs, just to see how the technology worked. An English literature and economics student in college, he also reads at least 20 pages of a book a day. “I deal with hundreds of people, and almost every time I talk with Tim Spence, I learn something new,” said Mike Mayo, an analyst at Wells Fargo & Co. “He takes a mundane topic and puts a new face on it. We can talk branch metrics. We can talk technology. He gets his hands dirty.” Since Spence took the helm in 2022, Fifth Third has scooped up smaller payments firms, expanded into private credit and drawn up plans for crypto, all often ahead of some of its rivals. The Comerica deal will help Fifth Third expand in another market: commercial banking for middle-market companies, Spence said in an interview on Monday. “He knows a lot about the industry, but also he knows a lot about a lot of industries,” Comerica’s CEO Curt Farmer said in an interview the same day. “He certainly has a good sense of not just where we’re today, but thinking around the corner.” Fifth Third has also faced a recent challenge: The bank is among creditors to subprime auto lender Tricolor Holdings, which collapsed suddenly in September. Fifth Third said it expected to lose almost all of a $200 million loan to the borrower, which Bloomberg reported as Tricolor. In December, Spence said M&A is one of its options for faster growth. Fifth Third’s combination with Comerica pushes the new entity above a $250 billion regulatory threshold that comes with stricter capital, liquidity and compliance requirements, which Fifth Third has been investing in for a few years. That might incentivize the bank to do more deals to justify the extra expense, with some observers saying there’s room for further acquisitions. Mayo thinks another bigger purchase is unlikely — at least for a few years. The analyst recalled how he came across Spence running along the streets of Cincinnati when he was in town to meet with the bank’s team. “It seems like managing Fifth Third to him is like breathing,” Mayo said. “He runs; he stops; he talks about Fifth Third; he picks up the pace and runs again.”

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10/7/2025

Elliott Seeks to Buy Sumitomo Realty Stake From Holders

Bloomberg (10/07/25) Du, Lisa

Elliott Investment Management has approached several Japanese companies about buying their shares in Sumitomo Realty & Development Co. (8830), according to people familiar with the matter, as the investment firm seeks to ramp up pressure on the real estate developer to boost value. The U.S. activist investor has sent letters in recent months to companies that have so-called cross-shareholdings with Sumitomo Realty, offering to buy their stakes in block trades at around market price, the people said, asking not to be identified because the matter is private. The companies Elliott approached together hold no more than 5% of Sumitomo Realty shares, and the firm has held direct talks with some of them, the people added. It’s not known if any have resulted in transactions or what the status of the discussions is now. Elliott held more than 3% of Sumitomo Realty as of June. Shares of Sumitomo Realty rose as much as 6.4% to a record ¥7,315 on Tuesday in Tokyo. The benchmark Topix index was up as much as 0.7%. It’s common in Japan for publicly traded companies to hold stakes in each other, partly to cement business ties. Some of the most prominent cross-shareholders with Sumitomo Realty include construction-related firms Obayashi Corp. (1802), Shimizu Corp. (1803), and Infroneer Holdings Inc. (5076), though it’s not clear which enterprises Elliott contacted. Companies in Japan have faced pressure to cut cross-shareholdings as part of corporate governance reforms. The practice has been criticized by investors for helping companies resist outside or minority shareholder influence, and as an inefficient use of capital. Firms with high percentages of such holdings are often engaged by activist investors. If some cross-shareholdings are sold to Elliott, it would reduce the stakes of holders that are inclined to side with Sumitomo Realty and give the investor more clout to vote against management in future shareholder meetings, one of the people said. The person added that if Elliott purchases the cross-shareholders’ stakes in Sumitomo Realty, the developer could potentially sell off its shares in those counterparties, which would unlock capital. “It would likely increase pressure on management and result in governance improvements,” said Masashi Miki, an analyst at Citigroup Inc. Reciprocal stake sales by Sumitomo Realty would “enable the posting of extraordinary gains, and further capital recovery.” In August, Sumitomo Realty said it planned ¥200 billion ($1.3 billion) in asset sales, and aimed to divest its ¥400 billion in cross-shareholdings over the next 10 years. Elliott said in a public statement later that the plan lacked “ambition and urgency,” and the time frame was “far too long.” Bloomberg News first reported in March that Elliott had built up a significant stake in Sumitomo Realty. In a public letter in June, the investment firm called for the company to boost share buybacks, sell off older real estate holdings and unwind its cross-shareholdings in other companies. Elliott said in the letter that Sumitomo Realty is worth at least ¥8,000 a share. Activist investing has been on the rise in Japan as the corporate governance reforms gain momentum. Investors started a record 146 campaigns in the country last year, more than twice the number four years earlier and second only to the U.S., according to data compiled by Bloomberg.

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10/7/2025

Samuel Terry Bolsters Team, Headhunting from JPMorgan and Others

Australian Financial Review (10/07/25) Tran, Joanne

Activist investor Samuel Terry Asset Management has expanded its small but influential team, adding new hires across investments and investor relations. The Sydney-based boutique, which manages about $940 million, has brought in Charles Kingston on the investment side. Kingston, the son of former Rothschild banker and activist David Kingston, was previously working alongside his father at the family office K Capital. It has also poached Oliver Coombs from JPMorgan, where he spent four years in Sydney working up to the position of associate in metals and mining coverage. In investor relations, Peter van Beek has joined after three years with homegrown buyout firm Five V Capital. He previously spent more than a decade in equity sales with Credit Suisse in Sydney and Hong Kong. They join founder and managing director Fred Woollard and directors Nigel Burgess and Mitch Taylor at Samuel Terry, which was established in 2004. The firm is fully owned by staff and is based at Macquarie Street in Sydney. Samuel Terry Asset Management has built a reputation as one of Australia’s most active but secretive activist funds. It has called for the break-up of AMP (AMP) and is a significant shareholder in ARN Media (A1N), the ASX-listed company that owns the Kiis radio network, featuring The Kyle and Jackie O Show. Samuel Terry, which does not disclose its backers, has also pushed for change at oil and gas producer Karoon Energy (KAR), where it has agitated for a board overhaul. Beyond its activist campaigns, Samuel Terry has also been active in special situations, participating in a Bain Capital-led consortium that acquired Accolade Wines last year. Accolade, the country’s second-largest winemaker, merged with Pernod this year to form Vinarchy, a new global wine powerhouse. Vinarchy’s portfolio includes well-known brands such as Hardys, Jacob’s Creek and Campo Viejo. The winemaker now makes up around 11% of the Samuel Terry fund, according to its June quarterly update, which said that “Vinarchy’s category leadership and clean balance sheet places it well to succeed and prosper through the cycle." Other positions include Western Australia-based Matrix Composites and Engineering Limited (MCE), a manufacturer of advanced polymers for the oil, gas, mining and defense industries. In May, The Australian Financial Review’s Street Talk column reported that Matrix had fielded a big-premium merger proposal from an offshore competitor. Samuel Terry also holds a stake in Australian gold miner Genesis Minerals (GMD), whose shares have rallied 150% as gold prices surged amid rising geopolitical tensions and heavy central bank buying. Samuel Terry’s performance has been steady. For the year to September 30, the fund returned 17.5% after fees, above the All Ordinaries Accumulation Index’s 10.5%. Over longer time-frames, it has also comfortably outperformed, with the 10-year annual return of 20% almost doubling the index. Since its inception, the fund has climbed 16.4% per annum, well ahead of the All Ordinaries Accumulation Index’s 9.1% gain.

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10/7/2025

HanesBrands Sets Nov. 25 Shareholder Vote on $4.4 Billion Sale to Gildan

Winston-Salem Journal (10/07/25) Craver, Richard

HanesBrands (HBI) shareholders will vote on Nov. 25 on whether to sell the struggling apparel manufacturer to competitor Gildan Activewear Inc. (GIL). The manufacturers said the sale could close by the end of the year or early 2026, which would mark the end of the company's run as an independent, former Fortune 500 business after more than 19 years. The manufacturers confirmed on Aug. 13 a pending deal with Gildan that adds up $2.2 billion in stock and another $2.2 billion in acquiring HanesBrands corporate debt and some underfunded pension liabilities. HanesBrands shareholders would own 19.9% of the combined company in a deal representing 87% Gildan stock and 13% cash. The sale, if approved by U.S. and Canadian regulators and the shareholders, would play a major role in consolidating the U.S. basic apparel marketplace. HanesBrands shareholders will also be asked to vote on a nonbinding basis on the sale-related compensation packages for the company's top executives. Eligible shareholders had to have owned company stock as of Sept. 30. Most large corporations build into their executive compensation packages additional compensation based on a change-of-control event, such as the sale of the company. For example, HanesBrands chief executive Stephen Bratspies would receive a lump-sum cash severance payment based on three criteria: equal to three times the sum of his base salary; the greater of his target annual cash incentive award and his average actual annual cash incentive payout for the prior three years; and matching contributions to any defined contribution plans in which he participates. Bratspies' base salary in 2024 was $1.25 million. His total fiscal 2024 compensation rose by 31.8% to $12.93 million with incentive pay soaring from $752,000 in 2023 to $3.31 million. For all other current executive officers, they would receive a lump-sum cash severance payment equal to two times their base salary and other stiplulations. The regulatory filing indicates HanesBrands may be required to pay Gildan a termination fee of $67.5 million in cash. If the agreement is terminated by either party due to failure to obtain the HanesBrands stockholder approval, Hanesbrands will reimburse Gildan for its expenses in an amount up to $17.5 million. The merger agreement also describes — and confirms — in greater detail the pivotal role the activist hedge fund Barington Capital Group LP played in convincing the HanesBrands board into selling. Gildan chief executive Glenn Chamandy said the proposed acquisition “is a historic moment in Gildan’s journey as we look to join forces with HanesBrands.”

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10/7/2025

Wells Fargo Faces Activist Call for Independent Board Chair

Barron's (10/07/25) Ungarino, Rebecca

A small activist shareholder group with a stake in Wells Fargo (WFC) is calling on the bank to restore a policy that required an independent board chair, reviving a long-running corporate governance debate about the practice of a company’s chief executive officer also serving as chair of the board. The Accountability Board, a non-profit group founded in 2022 by three executives who previously worked in animal-rights advocacy, said in a proposal filed with the bank on Tuesday that Wells’ decision to remove the requirement from its bylaws this year was short-sighted. “Having an independent chair fosters greater accountability and allows the chair to focus on the critical issues of governance and risk oversight while the CEO focuses on the day-to-day business,” said the proposal. In July, the bank announced it intended to name Chief Executive Officer Charlie Scharf as chairman and award him $30 million in a payment structured to retain him for six more years. At the same time, the board updated its corporate governance guidelines to require a lead independent director when the board’s chair isn’t independent. Those changes came one month after regulators lifted the unprecedented growth limitation the bank had operated under since 2018, a punishment that stemmed from its fake-accounts scandal. The scandal’s fallout and pressure from investors prompted Wells to amend its bylaws in late 2016 and separate the roles. The Accountability Board says that requirement should stay in place. In the S&P 500, 60% of boards divide the CEO and chair roles, up from 47% in 2014, according to executive search firm Spencer Stuart. “Independent board chairs are kind of like seatbelts,” said Matt Prescott, president and chief operating officer of the Accountability Board. “It’s easy to think you might not need one, but you’re sure glad it’s there when the road gets bumpy.” The activist group also holds positions in Bank of America (BAC), Synchrony Financial (SYF), Raymond James (RJF), Bank of Nova Scotia (BNS), and Ally Financial (ALLY). Prescott said the Wells proposal is its first at a financial services firm, and it intends to file proposals at the other companies in its portfolio for the 2026 or 2027 proxy seasons. This month his team has filed proposals tied to corporate governance at Target (TGT) and UnitedHealth Group (UNH). Prescott declined to specify the size of the Accountability Board’s position in Wells to Barron’s but said the group has owned a minimum of $25,000 worth of the company’s stock for at least one year. That position is part of requirements set by the SEC to regulate who is eligible to file shareholder proposals. The activist group was founded three years ago by Prescott, Josh Balk, and Matt Penzer after receiving funding including a grant of $10 million from Open Philanthropy. Balk, the CEO, is a former executive at Humane World for Animals — the non-profit formerly known as the Humane Society — and the cofounder of plant-based food maker Eat Just. Prescott, who previously worked in shareholder advocacy at the Humane World for Animals, said the Accountability Board met with leaders from Wells last month to discuss their concerns over corporate governance. “While we don’t share details of our private discussions, I can say that we did not end up aligned on the question of an independent chair,” he said. Scharf has overseen a period of regulatory remediation at Wells, the fourth-largest U.S. bank by assets, since he joined as CEO in late 2019. Wells awarded Scharf the $30 million retention award in part because he has led the bank to resolve 13 consent orders during his tenure, and the board praised the executive leadership team he has formed.

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10/7/2025

Dine Brands Is Under Pressure To Get More Efficient

Seeking Alpha (10/07/25) Novinson, Eric

Dine Brands (DIN) has surged 21% as activist investors push for operational improvements, debt reduction, and potential asset sales. The Edge Group bought a stake in Dine and prepared a turnaround plan. Dine has several levers that it can pull to pay down its debt and improve its profitability. These levers include selling Fuzzy’s Taco Shop and investing in better kitchen equipment. The investors also believe Dine could raise $50-$60 million by selling Fuzzy’s, which it bought three years ago for $80 million. Additionally, Dine could free up cash to pay for costs such as restaurant remodels by cutting its dividend. Even after Dine’s strong recent rally, it still has a forward dividend yield of 7.27%. But this dividend may not be safe. The Edge Group wants Dine to cut the dividend. Dine’s trailing twelve months (TTM) levered free cash flow is $110.8 million. However, its TTM net income was $46.2 million, so if it used all of its available cash to pay the dividend this would be more cash than it’s currently earning. The company also paid $31.4 million in dividends during the last year and spent $9.7 million on stock buybacks. The income statement also shows that it added $600 million in debt while paying off $599.1 million in debt. In June 2025, it refinanced debt at a lower interest rate. So Dine can currently pay for its dividend out of the income it earns from its Applebee’s and IHOP restaurants. It’s not taking out loans to pay dividends. It can stop buying back stock to free up cash for the dividend as well. But there are still risks here. Many investors are concerned about both the overall health of the economy and the restaurant sector. Applebee’s and IHOP would need to be able to maintain their current performance or improve it to keep the dividend stable. The other risk factor is that Dine currently has a lot of debt. It has $1.446 billion in net debt and $190.9 million in TTM EBITDA. That’s a net debt to EBITDA ratio of 7.6, which is high. Additionally, Dine’s EBITDA has been falling. It was $271.0 million at the end of 2015, and it was $206.3 million at the end of 2024, which is a CAGR of -3.44% per year. And this metric doesn’t include interest costs. So Dine will need to improve its profitability to maintain the dividend in the long term. It would still be possible for Dine to free up cash for other turnaround initiatives by cutting its dividend. Right now, the company doesn’t appear to believe that’s necessary even though activist investors disagree. Either way, it appears that management plans to continue to keep paying the dividend at current levels and Dine can afford to do that in the short term without incurring more debt. It appears that Dine Brands has already made some changes that investors want it to make. For example, it refinanced $600 million in debt in June. The Edge Group recommended that Dine refinance an additional $500 million in debt in August. Its balance sheet currently lists net debt of $1.446 billion, so it has $846 million in debt that was not refinanced in the last transaction. The Edge Group also wants Dine to make operational improvements to its restaurants such as installing TurboChef ovens and kitchen displays. During the earnings call, management explained some of the ways they’re currently improving operations at their restaurants. Dine has reduced the number of limited-time menu offers at its restaurants. While customers might come in to try new items like coffee cake pancakes at IHOP, cooks have to do more work to prepare these menu items. So Dine is streamlining its restaurant menus like investors want. Dine has also installed kiosks at its tables that reduce the workload for its servers by letting guests pay their checks themselves. Activist investors conclude that Dine can make additional operational improvements and is likely to provide more details about this topic in upcoming earnings calls.

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10/7/2025

Gore Street Energy Shakes Up Board After Fee Row

Investors' Chronicle (10/07/25) Martinez, Valeria

Gore Street Energy Storage (GSF) is accelerating the process of changing its board after months of pressure from Edinburgh-based activist investor RM Funds and a recent controversy over how much the fund’s investment manager is really being paid. Chair Patrick Cox and audit committee head Caroline Banszky are set to step down under new “succession arrangements,” with retirement dates for the pair and non-executive directors Max King and Tom Murley to be confirmed in the coming weeks. The changes mark a win for RM Funds, which has been pushing for Cox and Banszky’s removal for months. In July, the firm requisitioned a shareholder meeting to oust them, but resolutions were voted down. It then urged investors to oppose their re-election at September’s AGM. All five directors were reappointed, but with heavy opposition. Before the meeting, the activist firm flagged that it could not reconcile fees disclosed by the fund with payments to its manager, Gore Street Capital. That prompted Investec analysts to dig into the numbers, identifying a £5 million mismatch between fees reported by the fund and revenues booked by the manager. The fee structure is complicated. Gore Street Capital takes a 1% annual management fee based on a mix of market cap and net asset value (NAV). On top of that, it bills for ‘commercial management’ services such as operations and maintenance at cost plus 15%, capped at 1% of NAV. But while the base management fee is billed at the fund level, fees for commercial management costs can be invoiced to subsidiaries, or special purpose vehicles (SPV). Those payments hit NAV, but may not appear as a separate expense line in the parent fund’s accounts. Taken together, total fees to the manager are almost double what appears in the fund’s parent accounts, because payments through subsidiaries aren’t fully visible to shareholders. Investec’s Ben Newell said it was “unconscionable” that the board would not disclose all payments through all its subsidiaries to any entity within the investment manager’s group. GSF published a statement to “correct inaccurate and misleading claims” about fees paid to the manager. It admitted to Investec that payments from subsidiaries to its investment manager or its subsidiaries are not disclosed in GSF's accounts, but insisted all charges were within agreed caps, audited by EY and represented “value for money.” The board has promised more frequent updates to improve transparency. Gore Street Capital's latest accounts, for the year to December 2024 are not yet published. That leaves unanswered questions over whether a similar mismatch will show up there. A spokesperson said the accounts were filed with Companies House before the Sept. 30 deadline. For RM Funds, though, the board shake-up is not the end. “Since IPO the share price is down around 50% and dividends have been uncovered for over five years, issues that must be addressed to restore confidence and unlock value,” said portfolio manager Pietro Nicholls. “In our view, board renewal should be entirely independent of the manager's input.” The firm insists the board should consider its own non-executive director candidates and has renewed calls for a strategic review to consider selling assets, the outright sale of the company and a tender for the investment manager agreement, a switch it claims could save shareholders “millions.” GSF has already started preparing asset sales, including nearly 500 megawatts (MW) of early-stage projects and its German plant Cremzow, with advisers set to be appointed shortly. The fund also said it would pay a 1.5p-a-share special dividend from the proceeds of the sale of investment tax credits for its 200MW Big Rock project in California.

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10/7/2025

Cracker Barrel Traffic Nosedived After Logo Backlash

Restaurant Dive (10/07/25) Littman, Julie

Cracker Barrel’s (CBRL) weekly year-over-year visits declined significantly during the week of Aug. 25 at the height of the controversy over its logo change, according to Placer.ai data. The chain started the year with traffic down between 5% and 10%, but recovered in early summer, with traffic lagging only 1% to 2% weekly. But during the week of Aug. 25, traffic slid by 5.3%, nearly double the decline from weeks prior. Cracker Barrel reverted its logo in late August and ended its remodel program in September when traffic was down 10%, and the chain improved to a 7.2% decline during the week of Sept. 22. This is in line with the company’s expectations that fiscal Q1 2026 traffic will be down about 8%. Cracker Barrel is working to move past its logo snafu. Earlier this month, the chain ended its relationship with Prophet, the global strategic and creative growth consultancy that it worked with for restaurant remodels and the logo redesign. The chain also restructured its corporate leadership. Last month, activist investor Sardar Biglari also called for the ouster of CEO and President Julie Masino, calling management “worse than mediocre.” Biglari has been critical of the chain for 14 years, and his company lost its eight proxy battle with the chain last November. Recovery has been slow, however, with traffic still down significantly compared to the summer months. Most of the weeks following its strategic reversal saw traffic slip by the double digits, according to R.J. Hottovy, head of analytical research at Placer.ai. “The company’s decision to switch back to its classic ‘Old Timer’ logo may be helping to reverse these trends, as our visitation data showed a modest improvement during the final week of September,” Hottovy said. Cracker Barrel expects its traffic issues to be partially offset by lower capital expenses over the next few years as it canceled an expensive remodel program. Remodels and rebranding were only one part of the chain’s turnaround strategy, which also includes improvements to the kitchen, menu innovation, and guest experience. The company has been working on improving food quality and efficiencies, and reducing food waste and has invested more in labor and training, which improved turnover rates, Masino said during the company’s most recent earnings call. It also saw positive customer feedback from the return of its Campfire meals during the summer, with items that started at $10.99, she said, adding that the seasonal menu boosted dinner traffic by 1%, the first such increase since fiscal 2019.

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10/7/2025

U.S. Activist Investor Teleios to Sell 5% Stake in Glenveagh

Business Post (10/07/25) Gain, Vish

Teleios Capital Partners, an activist fund run by U.S. investor Adam Epstein, plans to sell around 5% of Glenveagh’s (GLV) issued share capital through a secondary share placement. In a statement, the homebuilder said it intends to participate in the placement by purchasing at least 10% of the shares being sold. It added that any shares it acquires through this placement will be canceled. Glenveagh, led by chief executive Stephen Garvey, is one of the state’s biggest homebuilders. It recorded revenues of €341.6 million in the first six months of the year — up 124% year over the same period last year. Teleios currently owns 113,897,285 ordinary shares in Glenveagh, corresponding to about 21.5% of its entire issued share capital. The investment firm said in a statement the price per placing share will be determined by way of an accelerated bookbuilding process to institutional investors, with the placing subject to demand, price, and prevailing market conditions. Teleios added it reserves the right to sell additional placing shares subject to demand. “The bookbuilding period will commence with immediate effect following this announcement and may close at any time on short notice,” it said in the statement. “The results of the placing will be announced as soon as practicable after the closing of the bookbuilding process.” Davy and Jeffries have been appointed as joint global coordinators and joint bookrunners in connection with the placing. Earlier this year, Glenveagh signaled its results would be materially stronger in the first half of 2025 compared to the same period in 2024, but noted that increased units, revenue, and profitability would be weighted towards the second half of this year. In the four months since that update, Glenveagh’s share price hit a record high in early September at €1.98 per share, but has slipped back to €1.88 as of Tuesday.

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10/7/2025

Acadia Healthcare Names Todd Young as CFO amid Activist Investor Engagement

Reuters (10/07/25) Mahatole, Siddhi

Acadia Healthcare (ACHC) said on Tuesday it has appointed Todd Young as chief financial officer, amid growing pressure from activist investors to improve performance and governance. Young takes over on October 27 from Tim Sides, who had served as interim CFO since August and will return to his role as senior vice president of operations finance. Young joins Acadia from Elanco Animal Health (ELAN), where he served as CFO since 2018, helping shape the company's strategy following its separation from Eli Lilly (LLY). The appointment at Acadia comes as it faces calls for strategic changes from two of its largest shareholders — Khrom Capital and Engine Capital — which together own more than 8% of the company. Khrom Capital, which owns a 5.5% stake in Acadia, has called for a strategic review including a potential sale earlier this month, citing long-term underperformance and governance issues. Late last month, Engine Capital, which owns about 3%, called for operational changes, asset sales, and a board overhaul. The investor criticized Acadia's cost-heavy growth strategy under CEO Christopher Hunter and pushed for the replacement of long-tenured directors with candidates experienced in behavioral health and capital allocation. Acadia's shares have fallen 31% so far this year, underperforming healthcare peers. Acadia, which operates behavioral healthcare facilities across the U.S., said the Young's appointment aligns with its strategy to drive operational efficiency and expand access to care.

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10/6/2025

Fifth Third to Acquire Comerica in $10.9 Billion Deal

Wall Street Journal (10/06/25) Heeb, Gina; Hart, Connor

Fifth Third Bancorp (FITB) said it would acquire Comerica (CMA) for $10.9 billion, marking the latest effort by regional lenders to bulk up and compete with behemoths such as JPMorgan Chase (JPM) and Bank of America (BAC). The all-stock deal would create one of the top 20 largest banks in the U.S., with $288 billion in total assets, according to Federal Reserve data. Bank executives and dealmakers will watch for signs of whether the acquisition will help usher in a long-anticipated wave of consolidation in the industry, where regional and community banks have struggled to keep up with technology, regulatory and other costs. Some lenders see an opportunity to strike deals under the Trump administration, which has signaled a friendlier stance toward mergers and acquisitions. This “appears to be a very supportive environment” for bank deals, Fifth Third Chief Financial Officer Bryan Preston said in an interview. He said regulators have signaled they believe consolidation is “healthy for the industry,” such as through faster approvals of bank tie-ups. Gerard Cassidy, an analyst at RBC Capital Markets, said he thinks Fifth Third’s acquisition of Comerica could be a catalyst “to bring more deals to the table” if more banks come up for sale and are priced appropriately. Comerica, based in Dallas, has more than 350 branches in Texas, California, Michigan, Arizona, and Florida. Fifth Third, based in Cincinnati, operates 1,100 branches in the Midwest and the South. It plans to build on Comerica’s commercial presence and expand deeper into retail. Comerica has been under particular pressure to strike a deal. Activist investor HoldCo Asset Management was poised to launch a board fight at the bank if it didn’t pursue a deal to sell itself. The firm argued Comerica had mismanaged itself and would be better off as part of a bigger bank, with similar concerns shared by other top shareholders. Shares of Comerica had trailed the industry in recent years. They jumped 14% Monday. Fifth Third shares slipped less than 1%. One concern among shareholders has been Comerica's higher cost structure, which Fifth Third said it would seek to address. Comerica was set to incur steep new compliance costs as it approached a key regulatory threshold of $100 billion in assets. There had been a “significant burden associated with that,” Preston said. Some regional lenders have been under particular strain since a string of bank failures in 2023, when many depositors flocked to banks viewed as too big to fail. “We were hit a bit harder than some” in the bank crisis in part because of heavier reliance on commercial deposits, Comerica Chief Executive Curt Farmer said on a Monday call with analysts. “It is an environment where I think scale makes a difference.” If the deal goes through, Fifth Third shareholders will own approximately 73% of the combined company, and Comerica shareholders will own about 27%, the companies said. Farmer will assume the role of vice chair for the combined company. Comerica has struggled with a botched technology upgrade in recent years. Preston said this was one of the areas where Fifth Third spent the most time in its due-diligence process. The bank aims to address those issues “by the time we reach close,” he said.

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10/6/2025

Japan’s Cash-Rich Firms May Face Pressure After Takaichi Win

Bloomberg (10/06/25) Tsutsumi, Kentaro; Tamura, Yasutaka

Cash-rich companies in Japan may feel the heat after the election win of the pro-stimulus conservative Sanae Takaichi, as she has in the past expressed concerns about excess corporate cash holdings, according to some strategists. Takaichi proposed the idea of "taxing corporate cash and deposits" in her book in 2021, and said during last year’s election campaign that revisions to Japan’s corporate governance code should require companies to specify the use of retained earnings, said analysts at Okasan Securities, including Daisuke Uchiyama, in a report. “She consistently gives the impression of having a strong awareness of the issues surrounding corporate cash utilization,” Uchiyama said. The Financial Services Agency is considering requiring each company to assess their current resource allocation and state whether they are effectively utilizing cash for investments. Takaichi’s views align with the FSA’s policy proposals, and this could see increased pressure for reforms from activist shareholders, potentially bringing cash-rich companies back into focus as an investment theme, Uchiyama said. Kazuya Nakagawa, head of ESG team at Nomura Securities, said that since Takaichi is fundamentally aligned with the Abe administration’s policies, she will thoroughly advance the review of the corporate governance code, including the verification of cash and deposits. Japanese companies’ cash holdings have long been criticized by foreign investors as excessive. While shareholder returns increased following requests from the Tokyo Stock Exchange in 2023 to improve price-to-book ratios, a gap in perception remains between companies and investors regarding cash levels. 67% of Japanese firms view their cash levels as appropriate, while 82% of investors consider them ample, according to a survey by the Life Insurance Association of Japan. If companies clarify their capital allocation policies and expand growth investments alongside shareholder returns, “this would be a positive factor for Japanese stocks over the medium to long term,” said Nomura’s Nakagawa. The issues in focus now are how companies decide core and non-core businesses, the appropriate levels of new investments and how they exit non-core segments, according to Zuhair Khan, senior portfolio manager at UBP Investments. “Paying out higher dividends or doing share-buybacks is something to be decided after the above decisions are made. So far I believe most companies have not yet properly addressed these more important fundamental questions,” he said. Japanese companies that can be seen as cash-rich include pharmaceutical company Shionogi & Co. (SGIOY), bicycle manufacturer Shimano Inc. (SMNNY), and gaming firm Square Enix Holdings Co. (SQNXF), according to Okasan’s screening.

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10/4/2025

Irenic Builds a Stake in Workiva, Hoping to Gain a Voice on the Software Company’s Board

CNBC (10/04/25) Squire, Kenneth

Workiva (WK), a provider of cloud-based reporting solutions that are designed to solve financial and non-financial business challenges at the intersection of data, process and people, has a stock market value of $4.92 billion ($87.46 per share). On Sept. 29, Irenic Capital announced that it has taken a roughly 2% position in Workiva and is calling on the company to improve its operating efficiency, review strategic alternatives with fresh board oversight, including a potential sale of the company, and improve corporate governance practices, including collapsing its dual-class share structure. Irenic also called on the company to add two new board members, including Irenic executive Krishna Korupolu, to the board, and noted that they have not ruled out nominating directors if the two sides can't reach an agreement. Workiva is the leading provider of cloud-based reporting solutions, integrating financial reporting, sustainability management, and governance, risk, and compliance, into a sharable, data-integrated, and audit-ready environment. Over 40% of the company's revenue is derived from its SEC filing service, which simplifies regulatory filings and other disclosures for public companies. The problem for Workiva lies not in the quality of its business, but rather its lack of profitability. Despite scaling toward more than $1 billion in revenue by 2026 and over 10 years operating in the public markets, Workiva is yet to generate a profit. As a result, Workiva shares currently trade at a roughly 25% discount to application software rivals like Workday and ServiceNow (NOW). Governance is a real issue at Workiva and an obvious reason for the discounted stock price. Workiva is still run like a private company with its three founders controlling the company through the dual share class structure. This has led to a staggered board with little relevant experience and five of seven directors serving since the 2014 IPO. Irenic would like to see the dual class share structure collapsed and the board de-staggered and reconstituted with qualified directors including Irenic executive Krishna Korupolu. "Operationally, you get what you would expect from a founder-controlled company," notes Kenneth Squire, founder and president of 13D Monitor, "an extremely bloated SG&A." Much of the margin pressure can be attributed to inefficiencies in the company's operating model, particularly within its sales force, as sales and marketing currently occupy 43% of revenue compared to 31% on average for peers. This has produced an estimated operating margin for calendar year 2025 of 7%, despite having 80% gross profit margins. SaaS companies of this caliber should be able to meet “Rule of 40” targets (operating margins plus revenue growth equal or exceeding 40), a level of efficiency that would be extremely accretive to shareholders, which Irenic believes is achievable by FY 2027. Workiva currently has an 18% revenue growth rate but spends an inordinate amount of money to get the last couple of percentage points. It should be able to sustain double-digit revenue growth with far less sales force spending, which could in itself meaningfully change the company's margin profile. Combining this with the company's extremely strong pricing power suggests room for significant profitability improvements. Irenic states that if Workiva is unable to execute as a refocused public company with improved corporate governance, the board (preferably revamped) should run a strategic review, pursuing a sale of the company to determine the best risk-adjusted path for shareholders. Workiva is a market leader in a secularly growing business with a vast blue-chip clientele and no real number two when it comes to its SEC filing service. The quality of Workiva's business should mean no shortage of private and strategic interest. In fact, in 2022, reports surfaced that PE firms Thoma Bravo and TPG had interest in a potential acquisition. Logical strategic acquirers include similar financial management platforms that could realize meaningful synergies. Comparable transactions suggest a 7 to 8 times forward revenue multiple for financial acquirers, which at $1 billion projected revenue for 2026, would imply 40% to 60% upside, with the potential for even higher premiums in a strategic transaction given the potential for significant synergies. While Irenic's public presence at Workiva has likely piqued the interest of potential acquirers, the bottom line here is, as an effectively controlled company, nothing can happen without the consent of the controlling parties — the three founders, who through a dual class structure control roughly 44% of the voting power. While such factors can often stifle an activist campaign, there are a few reasons why this situation may be different, according to Squire. First, this is not a founding family but three different founders that are not necessarily aligned and may have grown apart. Matthew Rizai resigned as chairman and CEO in June 2018 with a nice severance package. This and the fact that he was replaced by co-founder Martin Vanderploeg as CEO and did not even stay on the board indicates that this might have not been as mutual as the company's press release stated. Jeffrey Trom reduced his duties at the company in 2022, resigned in 2023 and ended a consulting relationship in 2024. Additionally, all three founders are over 65 years of age and have been slowly selling shares. Of the three founders, only Vanderploeg remains actively involved in the company as the non-executive chairman and he has 10.6% of total voting power versus 24.6% for Rizai and 9.2% for Trom. At the price that Irenic thinks this company could fetch in a sale, it is hard to believe that they would not be able to get the support of Rizai and/or Trom. "Additionally," Squire concludes, "Irenic has stated that they have not ruled out nominating directors if the two sides can't reach an agreement and if it does come to that, we would not necessarily assume the three founders are aligned."

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10/3/2025

UBS Gaining Support for Compromise on Swiss Capital Rules

Financial Times (10/03/25) Ruehl, Mercedes

UBS (UBSG) has received a boost in its campaign to water down new capital rules, with Swiss business groups and lawmakers increasingly pushing a compromise amid fears the country risks hobbling its biggest lender and damaging economic growth. Politicians and lobbyists, including representatives from the Liberals (FDP), rightwing Peoples party (SVP) and Swiss Bankers Association, are in the early stages of discussing a possible solution under which the Swiss bank would have to raise about $10bn less than proposed by the federal government, according to two people familiar with the negotiations. UBS and the finance ministry are not involved in the discussions, they added. Under government plans unveiled in June, which aim to bolster financial stability after the Credit Suisse collapse, UBS will have to raise as much as $26bn in additional capital. The bank, which puts the increase in capital needed closer to $24bn, has branded the proposals “disproportionate” and “out of touch with reality." The counterproposal could involve cutting the additional capital burden to $15bn or even lower, the people with knowledge of the talks said. If the government pushes ahead with its current proposal, executives and investors have warned that the lender could be forced to relocate its headquarters. Investor Cevian said last month the government’s plans would make Switzerland no longer viable as the UBS’s headquarters.

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10/3/2025

Pitney Bowes Appoints New Chairman as it Reviews Long-term Strategy

Hartford Business Journal (10/03/25) Juliano, Michael

Pitney Bowes Inc. (PBI) has elected a new chairman as it conducts a comprehensive strategic review under a new CEO. The provider of shipping and other services announced Friday it has appointed Brent Rosenthal as independent chairman of the company’s board of directors. Rosenthal, who succeeds former chairwoman Milena Alberti-Perez, is the founder of Mountain Hawk Capital Partners LLC, an investment fund focused on small and microcap equities. He is a board member for several other companies, including Horizon Kinetics Corp. (HKHC), Syntec Optics Holdings Inc. (OPTX), and several Puerto Rico closed-end mutual funds. Rosenthal, who has more than 30 years of experience with technology, media and telecom companies, was previously a partner in affiliates of W.R. Huff Asset Management, an employee-owned investment manager, and director of mergers and acquisitions for RSL Communications Ltd. He also served emerging media companies for Deloitte & Touche LLP. Pitney Bowes in May appointed activist investor Kurt Wolf as CEO to replace Lance Rozenweig, who assumed the leadership role in October 2024. Pitney Bowes’ second-quarter revenue slipped 5% to $493 million from a year ago, but it posted $35.4 million in profit, reversing a $2.9 million loss. Wolf is leading a comprehensive strategic review for the company, which has seen falling demand for mail services, intended to produce a clear strategy for maximizing shareholder value, the company has said.

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10/2/2025

AGL Wins Backing for Climate Plan but Cannon-Brookes' Support in Doubt

Australian Financial Review (10/02/25) Macdonald-Smith, Angela

AGL Energy (AGLXY) will go into Friday’s annual general meeting with unusually broad investor support for its climate action plan, but could still face opposition from its biggest shareholder, Mike Cannon-Brookes’ Grok Ventures, which has been critical of the company’s decarbonization efforts. Institutional Shareholder Services, CGI Glass Lewis, and Ownership Matters, the three largest proxy advisers, have all recommended shareholders back the latest climate transition action plan of the country’s biggest greenhouse gas emitter. Their support comes in recognition of a stuttering clean energy transition, with the roll-out of renewables hampered by grid bottlenecks, planning delays, and financial difficulties at some projects. The Australian Council of Superannuation Investors has also voiced support for the 2025 plan, as has superannuation fund HESTA and the Australian Shareholders Association, representing retail shareholders. AGL's latest plan keeps the same broad timetable for closing its two large coal power stations in NSW and Victoria as in its last climate plan in 2022, which was opposed by 30.69% of voting shareholders. Activist shareholder groups have criticized the new plan as lacking ambition, while AGL's biggest investor, Grok Ventures has declined to voice support. Grok, which owns 10.4% of AGL, voted against the giant electricity and gas supplier's 2022 plan as it pushed for stronger action towards limiting global warming to 1.5 degrees. It also refused to back the AGL board on executive pay at last year's AGM because of concerns that long-term incentives for top management were not tied closely enough to climate goals. Friday's annual general meeting will be the first under AGL's new chairman Miles George. An AGL spokeswoman said the company had engaged with a wide range of shareholders and governance advisers to take them through progress on the delivery of its strategy and decarbonization plans. “Those engagements have been generally positive,” she said. “However, we've heard a range of differing perspectives during these conversations, which is not unexpected given the complexity of the energy transition,” the spokeswoman added. The broad backing from proxy advisers and other investors comes amid a sluggish roll-out of clean energy across Australia, with developers having to contend with delays in transmission projects, and lengthy approvals processes for large wind farms, reflecting pushback from rural communities. That has made it difficult for AGL to consider any earlier closure dates for its two remaining coal power stations — Bayswater in NSW and Loy Yang A in Victoria — and hampered the build-out of its own renewables and battery projects. AGL's 2025 climate plan keeps the same 2035 investment target for clean generation, and the same closure date for Loy Yang A, also 2035. It sets the closure date for Bayswater at 2033, at the farther end of the previous 2030-2033 range. The plan includes an increased interim target for new renewable and firming capacity of 6 gigawatts by 2030, up from 5 GW previously. It also breaks out a goal within that for at least 3 GW of grid-scale batteries. Its target for new renewable and firming by 2035 remains at 12 GW. The 2025 version also sets a new ambition to reduce scope 3 emissions — primarily those emitted by AGL's customers — by 60% from 2019 levels when AGL closes its last coal plant in June 2035. Ed John, executive manager, stewardship, at ACSI, said AGL's updated plan “provides investors with more detail on policy and advocacy objectives.”

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10/2/2025

BP’s New Chairman Calls for Urgency in Push to Simplify the Business

Wall Street Journal (10/02/25) Whittaker, Adam

BP Plc’s (BP) new chairman backed the company’s strategic direction but said the business must act with urgency, and signaled further asset sales as it attempts to shore up its balance sheet while boosting valuations for shareholders. In a message to staff on Wednesday, Albert Manifold said the oil major needs to carefully look at its portfolio and suggested further assets would be sold to simplify what he described as an overly complex business. Manifold said it was clear the company’s change of direction is the right approach and that great progress has been made, but called for faster delivery as it battles lower profitability and high levels of debt. The British energy major is seeking to revive its fortunes after strategic missteps caused its shares to lag behind rivals Shell, Exxon Mobil and Chevron. Meanwhile, Elliott Investment Management has taken a stake in the company with a view to pushing for significant changes. In August BP said it would launch a new cost review and evaluate its portfolio to ensure it is maximizing shareholder value. This follows a strategic revamp and the jettisoning of its push into low-carbon energy such as wind, solar and electric-vehicle charging and refocused on fossil fuels earlier in the year. Manifold said that the business will have to take tough decisions and that some of BP’s assets might be more valuable to others. A representative for BP declined to comment. One division already flagged for disposal is its lubricants business Castrol. The company targets $20 billion of asset sales by 2027 to reduce its net debt and has announced several sales already this year. BP is seeking to grow upstream production while boosting cash flow and shareholder returns. While it has made progress in cutting costs, pressure remains. In June, it was reported that rival Shell (SHEL) had held early-stage talks to buy BP. Shell said it wasn’t actively considering an offer for BP and that no talks had taken place.

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10/2/2025

Dye & Durham’s Ex-CFO Ramps Up Pressure to Sell Company

Bloomberg (10/02/25) Sambo, Paula

Dye & Durham Ltd.’s (DYNDF) former chief financial officer said he plans to nominate new directors and press for a sale of the company, escalating a months-long fight with the board. Ronnie Wahi accused the board of ignoring “qualified” bidders offering significant premiums to take over the Canadian legal software company. “The only hope for shareholders to preserve and maximize the remaining value of the business – a full sale of the company — has been relegated to a rudderless special committee process,” he said in a statement late Wednesday. The move follows a long period of unrest among shareholders as the company’s value declines. Dye & Durham’s market capitalization reached a peak of C$3.4 billion ($2.4 billion) in 2021, but when interest rates rose, the market grew more skeptical about its debt-financed acquisition strategy. Last year, Engine Capital led a battle to overhaul the board, resulting in the swift departure of Chief Executive Officer Matthew Proud. The shares have continued to fall and reached a record-low close of C$7 on Wednesday, giving the company a market value of about C$470 million. “Management has been focused on addressing the company's foundational issues, including reducing leverage to strengthen our balance sheet, integrating and refining our existing product portfolio, delivering customer value, and strengthening relationships,” said Dye & Durham spokesperson Carmela Antolino. Proud has also had a thorny relationship with the new board, but in July he agreed to withdraw his demand for a shareholder meeting in exchange for a having a new director, David Danziger, appointed to oversee a review of strategic alternatives. That process could lead to a full or partial sale, divestitures, recapitalizations or mergers, Dye & Durham said at the time. The announcement sent shares surging more than 27% in a single day. But Wahi has now accused directors of refusing to engage meaningfully with bidders, and instead focusing on potential asset sales that risk further eroding shareholder value. He also said the company is under persistent management instability. Management is under a temporary cease-trade order, meaning key insiders can't trade the stock, after Dye & Durham delayed filing its annual financial statements. The company's accounting is under scrutiny from the Ontario Securities Commission. Dye & Durham provides software for legal professionals and payments infrastructure for governments and financial institutions. It operates in Canada, the UK, Ireland, Australia, and South Africa. Wahi was chief financial officer until 2018.

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10/1/2025

BP’s New Chair Vows ‘Urgency’ in Cost Cutting, Asset Sales

Bloomberg (10/01/25) Crowley, Kevin; Ferman, Mitchell

BP Plc’s (BP) new chairman said the company must act with “urgency” to cut costs, sell assets, and improve profitability. “Our strategic direction is right, but we need to move faster to accelerate execution,” Albert Manifold said in an internal message to employees on Wednesday, his first day in the role. “We need to redouble our efforts to ensure we are as competitive as we can be with regard to costs and efficiency.” Manifold faces one of the toughest jobs in Big Oil. The former construction materials executive joins Chief Executive Officer Murray Auchincloss’s drive to win back investor confidence by unwinding failed green bets and boosting investments in fossil fuels. Their challenge is compounded by an oil market headed for oversupply as OPEC+ increases production. Crude prices have held below $70 a barrel — the level BP needs to achieve targets announced by Auchincloss in April. BP has lower levels of profitability, a “complex portfolio of assets” and “significant debt,” Manifold said. “We must act with urgency and be prepared to make the tough decisions across the business to better position BP for the future.” A key strategic objective will be for BP to press ahead with the portfolio review and asset sale process that Auchincloss has already begun. “Some of the assets that we currently own may be more valuable to others, but there may be other assets that we are better owners of,” Manifold said. BP’s troubles stem from former Chair Helge Lund and CEO Bernard Looney’s pivot toward low-returning clean energy ventures five years ago. Turning away from fossil fuels left the company ill-prepared when demand roared back after the pandemic and prices rallied after Russia’s invasion of Ukraine. Rivals, meanwhile, implemented tough cost-cutting measures much earlier. Exxon Mobil Corp. (XOM) and Chevron Corp. (CVX) additionally agreed acquisitions worth about $60 billion each to expand their oil reserves. BP’s stock is down about 10% since Looney announced his net zero ambitions in 2020, while Exxon has soared more than 80%. The shares trade at 13 times estimated earnings, well below Exxon and Chevron, at 17 and 20 times, respectively. Faced with calls for sweeping changes from activist investor Elliott Investment Management, Auchincloss has pledged a full review of BP’s portfolio, deep cost cuts and $20 billion of assets sales by the end of 2027. The company “can and will do better,” he said in August. Manifold pledged his “full support” for Auchincloss and his leadership team in the message. There are signs of progress. BP has committed funds to build two new projects in the Gulf of Mexico that would increase production in the region 20% to 400,000 barrels a day by 2030. Its US shale division has plans to grow 10% annually through the end of the decade. The oil major also made its biggest discovery in 25 years in deep waters off the coast of Brazil earlier this year. Meanwhile, Auchincloss has announced plans to eliminate 4,700 jobs, about 5% of the workforce, as well as 3,000 contractor positions to cut costs. Manifold grew up working in a family-owned hardware store in Dublin. “From an early age, I learned about integrity, customer service and the paramount importance of profitability and cash flow,” he said. “If we didn’t have it, we couldn’t spent it.” He spent 26 years working at building materials supplier CRH Plc including more than a decade in the C-suite, where the company grew from the seventh-largest in the world to the biggest. “We fought for every inch,” he said of his former job. “We worked closely as a team and every day we push to get better, to get stronger with a central focus on serving our customers and creating value for our shareholders. I see the same potential here at BP.”

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10/1/2025

U.S. Billionaire Josh Harris’s Firm in Talks for Aga Cooker Unit

Financial Times (10/01/25) Barnes, Oliver

Billionaire U.S. investor Josh Harris could take control of the business behind Aga cookers, the cast-iron stoves that are a staple of British farmhouse kitchens, with the Apollo co-founder’s new vehicle in talks about a deal for the kitchen products division of Middleby Corp. (MIDD). Illinois-based Middleby, which has faced engagement from activist investor Garden Investments, is planning to spin off its residential kitchen equipment unit into a joint venture in which Harris’s 26North will take a controlling stake, according to two people familiar with the matter. Middleby would own the remainder of the venture, with just under 50%, they added. The unit, which is expected to generate just under a fifth of Middleby’s $3.8 billion of projected revenues this year, houses 21 luxury cooking equipment brands including Aga as well as Brava ovens and Masterbuilt grills. It also makes Viking and La Cornue cookers. The deal would value the joint venture at roughly $800 million, the people added. It comes as Middleby, which has a market value of $6.7 billion, focuses on becoming a purely commercial food service company, after it announced plans this year to spin off its food-processing business. Discussions were ongoing and the exact terms of the deal could change, the people warned. It is possible the deal could still fall part altogether, they added. When Middleby announced plans to spin off its food-processing business, the company also struck a truce with Garden Investments, the activist hedge fund created by Trian Management co-founder Ed Garden. As part of the agreement Middleby granted executive board seats to Garden and a Kellanova executive. Shares in Middleby reached a multiyear high of just above $170 in the days after Garden announced its stake in January. But its share price has since fallen to $133, close to flat this year. Middleby's shares have lagged behind the wider market in recent years. On an earnings call last month, the company, which generates the majority of its sales by supplying kitchen equipment for restaurant chains, blamed its underwhelming performance on piecemeal investment from restaurant operators in new machinery due to “lower traffic and cost pressures.” Middleby's residential kitchen equipment unit grew largely out of a series of acquisitions, including the nearly £130 million purchase of British manufacturer Aga Rangemaster in 2015. The famed Aga range cooker has been manufactured in northern England since the 1950s. 26North, which has about $30 billion of assets under management, has been expanding its private equity investing in recent years, including last year's buyout of gym chain Onelife Fitness. Middleby has also been buying back shares in an effort to placate its shareholders. This year, the company has repurchased $449 million of its own stock and plans to spin off its food-processing unit by the first half of next year.

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10/1/2025

Khrom Capital Urges Acadia Healthcare to Explore Sale After 'Lost Decade'

Reuters (10/01/25) Mahatole, Siddhi

Khrom Capital Management, one of the largest shareholders of Acadia Healthcare (ACHC) has called on the company's board to launch a formal strategic review, including a potential sale, citing years of poor performance and governance failures. The investment manager, in a letter to the company's board, also highlighted eroding shareholder confidence in leadership and incremental changes that are no longer sufficient, Acadia said on Wednesday. Khrom owns a 5.5% stake in the behavioral health provider. The investor criticized the company's board for a lack of accountability, citing long director tenures, minimal stock ownership and delayed governance reforms. "Our board regularly evaluates all opportunities to enhance value for shareholders, and we remain steadfast in that commitment. We will continue to engage with our shareholders as we work to advance this goal," Acadia's spokesperson told Reuters. Khrom also backed proposals from fellow activist Engine Capital, which last week called for operational improvements, asset sales and to add new directors to Acadia's board. "We believe that the board must immediately initiate a formal strategic review process, including the evaluation of a sale of all or part of the company," Khrom Capital said in the letter. It also called attention to missteps such as a failed UK expansion and rising leverage amid regulatory investigations. The firm criticized executive bonuses awarded while the company was under a Department of Justice probe over alleged improper practices at its psychiatric hospitals and behavioral health facilities. Khrom Capital said it was a "lost decade" for Acadia investors, as the stock has significantly declined over the period, while peers such as HCA Healthcare (HCA) and Tenet Healthcare (THC) have delivered strong returns to shareholders. The investment manager also said credible bidders exist, and urged the board to publicly initiate a competitive bidding process. "There is no valid reason to delay or avoid conducting a strategic review," Khrom said, warning it may nominate directors or rally shareholder support if the board fails to act.

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10/1/2025

New CSX CEO Faces Uphill Battle for Transcontinental Merger as Competitors Resist

Jacksonville Business Journal (10/01/25) La Plante, Mauricio

In one of the biggest will-they-won’t-they dramas for railroad companies this year, the path to a second transcontinental merger for CSX Corp. (CSX) remains unclear. Changing faces in high places, the Class I rail carrier kicked off the week with a leadership shakeup, announcing the departure of CEO Joe Hinrichs and the appointment of railroad newcomer Steve Angel as the company’s top executive amid the threat of a proxy fight from an activist investor. The seismic change in leadership at Jacksonville’s largest public company comes in the wake of a pending merger between rival Norfolk Southern (NSC) and Union Pacific (UNP). Even with Angel’s successful mergers and acquisitions track record, the search for a suitor with good fortune remains tricky, according to a report from Bank of America analysts. The report notes that while Angel’s rise to CEO at CSX breathes new life into potential M&A efforts, leaders from fellow Class I giants have waved off speculation about acquiring CSX. BofA analysts point out merger resistance Meetings between Hinrichs and Burlington North Santa Fe yielded no merger agreement, and Berkshire Hathaway (BRK.B) chairman and CEO Warren Buffett (whose company owns BNSF) shared a statement with CNBC that declined to acquire CSX, according to the Bank of America report. Canadian Pacific Kansas City (CP) CEO Keith Creel shared a public letter of disengagement from railroad M&A, the analysts also note. Creel has also publicly expressed skepticism and concern over the quality of service from a new railroad merger during the firm’s third quarter earnings call. The Canadian Pacific CEO discussed the ups and downs of integrating infrastructure, fulfilling regulatory requirements and exhausting prior partnerships. Creel led Canadian Pacific as it combined with Kansas City Southern in 2021 and was appointed as CEO of the merged companies in 2023. Fielding questions about integrating a massive rail network under blockbuster mergers, Creel explained that putting together two different systems is not to be underestimated and warned that problems arising on a wider-spread rail network can affect the rest of the country on a larger scale. “A network that big, if it gets sick, it’s not isolated to a particular geographic region in the nation. The entire nation’s going to get sick; that’s the magnitude of this,” Creel said. Canadian Pacific had issues itself earlier this year stemming from computer cutovers tied to its merger, leading to congestion, missed switches and delays in Louisiana, Texas, and Mississippi, according to TrainsPRO, a rail industry news site. CSX has faced the strain of infrastructure improvements and storm damage to its network. The Bank of America report notes that operational setbacks include restoring the Blue Ridge Subdivision washout by Hurricane Helene last year and its eight-month construction project to allow double stacking through the Howard Street Tunnel. CSX earnings took a dismal slide amid the projects, as each impacted 2025 results with approximately $10 million a month in operational expenditure costs, in addition to $400 million in one-time capital commitments, and pressured earnings per share to decline year-over-year vs. peer gains, according to the report. Hinrichs left the company a little more than a month after the threat of a proxy fight from activist investor Ancora Holdings Group. Ancora applauded the termination of Hinrichs and encouraged CSX to embrace the new regulatory landscape under President Donald Trump. “As we expected, Mr. Hinrichs botched the opportunity and, if anything, appeared to try to fight the tailwinds of consolidation,” Ancora’s statement read. “With President Donald Trump and other policymakers recently expressing enthusiasm for the benefits of a transcontinental railroad, CSX and other Class I railroads have no choice but to embrace the industry’s new realities.” In August, Ancora sent a piercing letter to CSX's board of directors, urging the company to hire a bank to evaluate transaction opportunities and open discussions with multiple potential partners, including Berkshire Hathaway’s BNSF Railway and Canadian Pacific Kansas City. The firm, which has $10.5 billion in assets under management, picked apart Hinrichs’ time at the company, detailing what it called a “sustained operational deterioration” under his leadership. Ancora warned that it would enter a proxy fight to replace Hinrichs if action was not taken. By late September, Hinrichs was out the door. Ancora described the series of events as a warning to other executives. “It is regrettable that Mr. Hinrichs’ actions forced us to go public and loudly push for a leadership change,” Ancora's statement read. “This should be a cautionary tale for all corporate leaders who consider putting their own agenda ahead of shareholders’ best interests.” CSX stock saw a jump to $35.78 on Monday after the leadership announcement after closing at $34.12 on Friday. Since then, it's been down a bit, hovering around $35 before the market's close on Wednesday. Over the past six months, the stock has increased more than $5 or around 18.5%. The Nasdaq Composite is up 30% in the same period.

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9/30/2025

Japan’s Firebrand Investor Is Back, Along With the Country’s Stock Market

Bloomberg (09/30/25) Du, Lisa; Sano, Hideyuki

Yoshiaki Murakami, one of Japan’s most famous and controversial activist investors, has renewed his campaign for higher stock prices as Japan’s corporate culture evolves. Following a sexual-assault scandal at Fuji Media Holdings (4676), in which longtime executives resigned and earnings plummeted, Murakami and his family purchased roughly $700 million in shares, acquiring a 16% stake and becoming the company’s largest shareholder. He promptly demanded that Fuji Media spin off valuable subsidiaries to boost stock value, though the company resisted, criticizing his aggressive, high-pressure tactics. Murakami, 66, has long been a symbol of activist investing in Japan. He pioneered a style that pushes for higher dividends, share buybacks, and strategic mergers, challenging the traditionally insular, long-term focused corporate mindset. After a 2006 insider-trading conviction temporarily halted his career, he returned to the market around 2015, participating in over 80 campaigns since. His firms, including family affiliates, now control more than $3.2 billion in Japanese equities and have earned over $1.2 billion in profits since 2021. Murakami’s approach has influenced a new generation of activists, including former employees who founded Effissimo Capital and Strategic Capital, as well as global hedge funds like Elliott Management, Oasis Management, and ValueAct Capital, all increasingly engaging Japanese firms. Regulatory changes have facilitated this shift: Japan’s corporate governance code, efforts to eliminate cross-shareholdings, and pressure to consider takeover bids have made companies more responsive to activist demands. Despite criticism that his tactics prioritize short-term gain over employee and societal welfare, the market has largely rewarded his interventions, with Fuji Media’s shares more than doubling this year. Murakami’s family, particularly daughter Aya Nomura, plays a central role in executing these campaigns, reflecting the growing prominence of activist investors in reshaping Japan’s corporate landscape. Even as Fuji Media fights back with poison-pill strategies and reports labeling his actions as “asset-stripping,” Murakami’s influence underscores the rising power and acceptance of shareholder activism in a country historically resistant to outside interference.

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9/29/2025

Elliott Explores Options for British Datacenter Firm Ark

Reuters (09/29/25) Crowley, Amy-Jo; Gonzalez, Andres

Elliott Investment Management is exploring strategic options for its UK-based Ark Data Centres in a possible sale that could fetch more than 3 billion pounds ($4.00 billion), according to two people with knowledge of the matter. The U.S. hedge fund has held informal talks with advisers about a potential sale of the Wiltshire-based firm, with a process potentially starting early next year, one of the people said. While no formal decisions have been made, potential infrastructure investors have been approached, a second person said. That person said that Elliott had attempted to sell the company before in 2023 but offers had not reached their expectations at the time. However, since then global appetite for data centers, which support artificial intelligence and cloud computing services, has soared since OpenAI launched its ChatGPT platform in 2022. Investment in data centers will reach $6.7 trillion by 2030 to meet the computing power demand driven by AI and cloud services, McKinsey consultants estimate. Elliott declined to comment, while Ark did not respond to requests for comment. The sources spoke on condition of anonymity because the matter was private. Elliott acquired Ark Data Centres in 2012 through its private equity arm. European real estate investor Revcap, which did not respond to requests for comment, retains a minority stake in the unit. ARK has a joint venture with the UK Government’s Cabinet Office called Crown Hosting Data Centres, which gives Ark access to all UK public data center requirements. Earlier this week, OpenAI, Oracle (ORCL), and SoftBank (9434) announced plans for five new AI data centers under the Stargate project, a private initiative unveiled by U.S. President Donald Trump that aims to invest up to $500 billion in AI infrastructure. Other data center deals include Singapore's SC Capital's talks to buy British data center group Global Switch in a transaction that could value at up to $5 billion.

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9/29/2025

Global Payments Adds Two Board Members, Enters Pact With Elliott

Bloomberg (09/29/25) Tse, Crystal

Global Payments Inc. (GPN) is adding two independent board members after settling with Elliott Investment Management. Patricia Watson, former chief information and technology officer at NCR Atleos Corp., and Archana Deskus former chief technology officer at Paypal Holdings Inc., are joining the Global Payments board immediately, the company said in a statement Monday. The company and Elliott will appoint an additional mutually agreed upon director by the next annual shareholder meeting, or immediately after. Global Payments is also setting up a new integration committee to oversee the integration of Worldpay, a $24 billion acquisition from rival Fidelity National Information Services Inc. (FIS). “Global Payments has a substantial value-creation opportunity that will require disciplined execution, particularly given the critical importance of integrating Worldpay,” Jason Genrich, partner at Elliott, said in a statement. Worldpay has changed hands many times in recent years. FIS acquired the business 2019 for $41 billion and sold a stake to GTCR years later at a valuation of $18.5 billion. “We appreciate the constructive engagement with the Elliott team,” Cameron Bready, chief executive officer of Global Payments, said in a statement. “The enhancements announced today help ensure we are well positioned to successfully manage the combination with Worldpay, a transaction that enhances our competitive strengths, opens new opportunities and accelerates our growth trajectory.” Global Payments rose 0.8% to $85.02 at 9:34 a.m. in New York Monday, giving the company a market value of about $21 billion.

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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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10/8/2025

PepsiCo Chief Under Pressure as Elliott Management Pushes for Change

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

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

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10/7/2025

National Security Seen as Next Target for Activist Investors

Bloomberg (10/07/25) Tse, Crystal

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

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10/1/2025

Activist Investors had Busiest Quarter Ever, Launching 61 Campaigns

Reuters (10/01/25) Herbst-Bayliss, Svea

Activist investors who push companies for operational changes and management shake-ups launched a record number of attacks on global corporations in the third quarter and won more board seats and settlements, new data from Barclays show. There were 61 new campaigns in July, August and September, marking an increase from the second quarter when 60 campaigns were launched and a dramatic jump from a year ago when activists launched 36 fights. They also signal a busy rest of the year when more records may be shattered. While the summer months are normally slower for activist investors, partly because companies' nomination windows don't open until much later in the year, blue-chip investors and newcomers alike accelerated demands for improvements after turbulence earlier in the year. "No summer doldrums in 2025," said Jim Rossman, global head of shareholder advisory at Barclays. "Activism surged to a record high in the third quarter, driven by a 90% quarter-over-quarter increase in the United States." When markets tumbled amid fears of President Donald Trump's tariffs and tax policies, activists established toehold investments in new companies and prepared campaigns. Then during the third quarter, they moved ahead. Elliott Investment Management engaged beverage and snacks maker PepsiCo (PEP) while Ancora Holdings engaged with railroad operator CSX Corp. (CSX), and Sachem Head Capital Management pushed for changes at food distributor Performance Food (PFGC). At the same time companies already facing activist pressure announced sweeping changes, possibly meeting their demands or getting ahead of them to forestall a possible board fight. Railroad operator Norfolk Southern agreed (NSC) to be acquired by Union Pacific (UNP), consumer healthcare company Kenvue (KVUE) replaced its chief executive and launched a strategic review, and oil giant BP Plc (BP) added a new director and divested two businesses. The data, which will be released to Barclays clients later on Wednesday, show that activists mounted 191 campaigns, engaging 178 companies (some companies were engaged by more than one activist) so far this year. This year has already been the most active one through the third quarter and is on track to beat the 244 campaigns in 2024 and possibly top the industry record of 249 campaigns in 2018. Activists won 98 board seats so far this year, marking a 17% increase from a year ago as settlements in the U.S. surged nearly 50%. "With the total number of campaigns in 2025 (year to date) now standing at 191, and robust levels of activism anticipated in the fourth quarter, we are forecasting 2025 to eclipse 2018 as the busiest year ever for activist campaigns," Rossman said. Among the blue-chip activists, Elliott was the busiest, launching nine campaigns in the quarter, bringing its year-to-date total to 15. In the first three quarters of the year, it won 16 board seats. One noticeable consequence of activist campaigns has been the jump in chief executive departures, with the data showing there have been 25 CEO resignations already this year, close to last year's record of 27 departures. This week Joe Hinrichs was replaced as CEO at CSX. Ancora had criticized him for failing to find a merger partner and hinted that it might launch a proxy fight to try to remove him. Apart from making changes to the board, demands for M&A were the key objective for global campaigns and the second most requested change in U.S. campaigns. Yet the data also show that M&A demands are trending below their four-year average of 45%, likely because the M&A markets had been stalled and are only now reviving.

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9/26/2025

HanesBrands Considered Offers in 2020 to Sell Company; Activist Investor Pushed for Gildan as Buyer

Winston-Salem Journal (09/26/25) Craver, Richard

HanesBrands Inc.'s (HBI) board of directors considered two avenues for selling the struggling Winston-Salem basic-apparel manufacturer well before accepting Gildan Activewear Inc.'s (GIL) $4.4 billion in August. One was to an unidentified competitor, and the other featured potentially being taken private by an acquirer. That's according to a narrative Gildan disclosed last week in a lengthy SEC filing that presented its case for buying HanesBrands to shareholders of both manufacturers. The manufacturers said the sale could close by the end of the year or early 2026. The deal requires U.S. and Canadian regulatory approval and shareholder approval. HanesBrands shareholders would own 19.9% of the combined company in a deal representing 87% Gildan stock and 13% cash. The merger agreement also describes — and confirms — in greater detail the pivotal role of an activist hedge fund, Barington Capital Group LP., played in urging the HanesBrands board to sell. Separately, Gildan said last week it plans to conduct a private offering of $1.2 billion of unsecured notes to help pay for the deal. A continuous self-evaluation/restructuring initiative was launched in November 2020 with the hiring of former Walmart executive Stephen Bratspies as HanesBrands' third chief executive since its spinoff. The narrative noted HanesBrands received in November 2022 an unsolicited, non-binding indication of interest from an unidentified apparel competitor. About eight months of due diligence by both parties, the unidentifed company withdrew in June 2023 its offer of $6 a share, citing HanesBrands' "high levels of debt would burden the combined business." At that time, HanesBrands' shares were in a range of $4.26 to $4.62 a share. While HanesBrands was considering the competitor's offer, it began due diligence in May 2023 with a company willing to pay between $6.50 and $7.50 a share in a proposal that could have taken HanesBrands private. However, Hanesbrands’ "engagement with Party B did not advance beyond preliminary due diligence discussions." About two months after the due diligence negotiations ended, Barington began its investment in HanesBrands in August 2023 with the goal of forcing Bratspies and HanesBrands' directors into swift action to boost the manufacturer’s sagging share price. Barington chairman James Mitarotonda announced the firm's initial HanesBrands stock ownership stake with a salvo in the form of a letter to its board. “We invested in Hanesbrands because we believe in its recognized portfolio of value brands, strong distribution capabilities and unique vertically integrated operating model," he wrote. "However, the company’s poor execution and performance under current leadership has destroyed substantial shareholder value and left the company in a precarious position. In order to reverse Hanesbrands’ rapidly declining share price, we believe the company must immediately focus on cash generation and debt reduction while also considering new management and directors to implement these performance enhancing initiatives." By November 2023, HanesBrands agreed to expand its board temporarily by adding three Barington representatives as members. In exchange, Barington has agreed to “to customary standstill, voting and other provisions,” as well as “provide advisory services ... from time to time with respect to the company’s business, operations, strategic and financial matters, corporate governance, and the composition of the board.” As HanesBrands' board and executive management were being engaged by Barington, it became public in early 2025 that Gildan’s board and chief executive Glenn Chamandy — as part of resolving its own divisive shareholder challenges — was considering pursuing large acquisitions that could involve HanesBrands. The narrative lists that on March 3, HanesBrands chairman Bill Simon initiated talks through financial advisers with Rhodri Harries, Gildan’s chief administrative officer, about Gildan's interest in buying HanesBrands. In early April, the parties exchanged preliminary drafts of a confidentiality and standstill agreement. However, talks were put on hold temporarily as both manufacturers assessed the potential impact of Trump administration tariffs on their sales and production costs. In May, Mitarotonda sent a confidential letter to HanesBrands' board advising them to pursue a sale to Gildan. Shortly after receiving the letter, HanesBrands' board was told Gildan had resumed its interest in conducting initial due diligence. The board told management to negotiate a customary confidentiality agreement with Gildan "with the understanding that a premium to the current stock price would be an essential component of the Hanesbrands board’s willingness to consider a potential transaction." On June 8, HanesBrands' board rejected Gildan's first offer. Gildan revised its offer to provide 0.102 Gildan common shares and 60 cents in cash for each share of Hanesbrands common stock. Although that offer represented a 14.4% premium over the HanesBrands' share price, it also was rejected. HanesBrands' board countered by requesting 0.105 Gildan common shares and $1.10 in cash for each HanesBrands share. Gildan amended its offer on July 15 to 0.102 Gildan common shares and 80 cents in cash for each HanesBrands share, saying it was its "best offer." Gildan wanted HanesBrands to provide a termination fee of between $55 million and $80 million if it withdrew from an agreement. They settled on $67.5 million. Media reports surfaced on Aug. 12 that the manufacturers were in advanced discussions. Those reports compelled Chamandy to contact Bratspies "emphasizing Gildan’s desire to finalize and announce the transaction promptly," as well as "expressing support for the Hanesbrands board’s request regarding Bratspies’ continued employment with Hanesbrands" for a limited time after the closing of the deal. The manufacturers signed the proposed purchase agreement on Aug. 12 and announced the deal on Aug. 13. The deal is valued at $2.2 billion in Gildan stock at $6 a share, and another $2.2 billion in acquiring HanesBrands corporate debt and some underfunded pension liabilities. HanesBrands' board pitches the potential sale as a combined company being "better positioned to adapt to the changing market, such as consumer sentiment and retailer dynamics, including as a result of global trade policies and intensified retail dynamics affecting Hanesbrands’ industry, all of which were factors expected to impact Hanesbrands’ business and future financial performance." Gildan chief executive Glenn Chamandy said the proposed acquisition “is a historic moment in Gildan’s journey as we look to join forces with HanesBrands.”

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9/23/2025

Opinion: Activists Ride to Rescue Minority Shareholders Hit by Japan's Buyout Surge

Nikkei Asia (09/23/25) Halse, Jamie

Jamie Halse, the founder and managing director of Senjin Capital, Australia's first Japan-focused activist fund manager, notes in this commentary that a surge in M&A activity is driving Japan's stock indices to new highs. Within this trend, management buyouts (MBOs) and other insider-led deals have drawn particular scrutiny, sparking controversy among investors and regulators. MBOs are increasing to record levels for three key reasons, according to Halse. First, the nation's corporate governance reform and increasingly engaged shareholders are making life less comfortable for managers of underperforming listed companies. Second, the stigma associated with a management team or major shareholder choosing to delist its company is dissipating. Third, the economics of such transactions for the insiders are phenomenal. "There is an inherent conflict with shareholder interests where a management team agrees a buyout deal in which it stands to participate in the post-deal economics," says Halse. "The financial incentive is to push the deal through while offering as small a premium as possible. Theoretically, shareholders should refuse to tender their shares into an unsatisfactory deal. Theory breaks down, however, when investors are faced with a precipitous drop in the trading price once the deal premium disappears." Halse points out that this conflict of interest exists in every market, but in ones like the U.S., the U.K., and Australia, the courts have ruled that directors owe a duty to shareholders to pursue the best deal price. If a credible higher offer emerges, directors are effectively obliged to allow the offeror to do the due diligence required to obtain bank financing. Comprehensive discovery in court proceedings means aggrieved shareholders can cite any evidence of malfeasance. No such duty to shareholders or comprehensive discovery process exists in Japan. Courts defer heavily to directors' business judgment. Due diligence access is unlikely to be granted, so higher offers generally do not emerge. There have been some exceptions. In 2021, activist Yoshiaki Murakami completed a successful hostile bid for Japan Asia Group, paying double what the management's partner Carlyle Group had offered. Similarly, Yamauchi No.10, the family office of Nintendo's founding family, prevented a favorably priced agreed deal between Toyo Construction (1890) and Infroneer Holdings (5076), by announcing that it had made a higher offer that was being ignored by Toyo's management. Both of these cases, however, involved principal capital rather than activist funds. Last week, however, activist fund Effissimo Capital Management, launched a hostile tender offer for all the outstanding shares of car care products maker Soft99 (4464), derailing a proposed MBO by bidding at a 60% premium to the MBO price, which itself was a 55% premium to the pre-bid stock price. "Our back-of-the-envelope analysis suggests that as a result of the deal, related entities to Soft99's president could theoretically have received cash distributions amounting to almost double the value of their 31.4% stake in the company, valued at the MBO bid price, while gaining control of 100% of the company." states Halse. This is based on the company's large cash balance and holdings of real estate and other investments, and assumes typical LBO debt usage. Effissimo and other activist funds have previously bought large positions or commenced partial tender offers after a deal was announced, in an attempt to push for an increased price or later sue for appraisal rights where the process was particularly egregious. However, this is the first instance of an activist fund manager launching a hostile bid for all of the target's outstanding shares when an MBO was in process. Managers are generally precluded from taking such actions for a number of reasons. Their investor base is generally seeking public equity exposure, and do not want to or cannot hold non-public equity positions. If this hurdle can be overcome, a manager pursuing such actions would still face many tough questions from investors around "style drift," and loss of focus on the core strategy. Additionally, most activist fund managers are not set up from an investment team or operations standpoint to go down this path. Finally, a hostile tender must be cash-funded — whether using the fund's cash, or borrowing offshore against fund assets — at least until the deal is complete and control is assured. Japanese banks will not provide financing for hostile deals due to reputation risk and lack of due diligence access. Most activists do not have sufficient capacity to fund such deals. Effissimo, reported to be managing $13.6 billion in 2023 (per Capital AUM.com), is not bound by the latter constraint, at least in the case of smaller-size deals. How it is dealing with the other issues is information the notoriously secretive manager will likely keep to itself. For larger deals, the issue remains. The high-profile recent proposed 4.7-trillion-yen (about $32 billion) privatization of Toyota Industries (TICO) is a case in point. Minimal transparency was provided as to how the takeover price of 16,400 yen per share was reached. This left investors irate, as when TICO's extensive holdings of Toyota Group company shares are considered, the deal appears to place little value on the world-leading automobile compressor and forklift businesses. The government and the Tokyo Stock Exchange have tried to improve outcomes for non-insider shareholders in conflicted deals. The Ministry of Economy, Trade and Industry's 2019 Fair M&A Guidelines and 2023 Takeover Guidelines have improved matters and proved influential on board processes and court decisions. The TSE, since July, requires detailed disclosure of how the special committee of directors determined the fairness of the relevant deal. "The TSE does not have a large stick to enforce these requirements, but to not comply would send a message that judicial ears may not be able to ignore, and the knowledge that disclosure will be required may force better behavior by company boards," concludes Halse. "It will take time to observe the impact of these changes, but in the meantime, it is the activists riding to the rescue for minority shareholders."

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9/23/2025

ESG Resolutions Drop 40% in 2025 Proxy Season, Morningstar Reports

Pensions & Investments (09/23/25) Marchant, Christopher

Changes in the Securities and Exchange Commission's (SEC) shareholder resolution guidance have led to a 40% decrease in environmental and social resolutions for the 2025 proxy year, according to a report published by Morningstar. Morningstar’s “2025 ESG Shareholder Voting Review" showed that there were only 30 significant environmental and social resolutions in the 2025 proxy year ending June 30, (defined as those with at least 30% support from independent shareholders). That was in sharp contrast to the more than one hundred resolutions in each of the prior five years for U.S. listed companies. The SEC introduced guidance in February permitting companies to exclude a wider range of shareholder resolutions from proxy ballots. Subsequently, the number of proposals voted on by shareholders in the U.S. has fallen by 22% year on year, to 502 in the 2025 proxy year (ended June 30) from 647 in 2024. Vanguard Group funds did not support any environmental or social-related proposals at U.S. portfolio companies during the 2025 proxy year. Six major U.S. asset managers (BlackRock, State Street, Vanguard, J.P. Morgan, Invesco, and Dimensional) showed an average support of 18% for significant ESG resolutions - a modest rise from 17% in 2024 but far below the 46% peak in 2021. Across geographies, support for standard ESG resolutions (not including those by “anti-ESG” filers) has remained steady for three years at around 26–27%. “Following this year’s proxy voting season, it’s clear the market is losing critical signals on sustainability factors many investors view as vital for long-term investment decisions,” said Lindsey Stewart, director of institutional investor content at Morningstar, in the report. The proportion of environmental and social resolutions receiving less than 5% support also rose, to 27% from 8% over five years, according to the Morningstar report.

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9/23/2025

Shift of Tactics in German Takeovers Thwarts Hedge Fund ‘Back End Trade’

Financial Times (09/23/25) Levingston, Ivan; Müller, Florian

Companies and private equity groups pursuing takeovers of German businesses are shifting tactics to circumvent a popular trade pioneered by the likes of Elliott Management. Hedge funds led by Elliott started making use of German corporate laws’ protections for minority investors more than a decade ago by taking stakes in listed companies that were set to be acquired with the aim of then seeking higher prices for their shares. The so-called back-end trade complicated planned takeovers because the hedge fund investors would use legal proceedings to seek higher values for their shareholdings. However, bankers and other advisers say that in the past couple of years the trade has evolved, with acquirers adopting tactics that have either delayed such situations or necessitated investors taking larger stakes. “The German back-end trade is constantly evolving with fewer investors being able to play it,” said Thomas Schweppe, a former Goldman Sachs banker who now runs Frankfurt-based advisory firm 7Square. Another senior European banker added that the trade was “a real hurdle to M&A." A broader slowdown in takeovers and shifting macroeconomic conditions has also made it less attractive, according to people familiar with the trade. One of the most prominent examples of the trade was in 2013, when UK telecoms operator Vodafone (VOD) announced a €7.7bn acquisition of Kabel Deutschland. After the initial agreement, investors including Elliott amassed a 14% stake in Kabel Deutschland and argued that Vodafone’s offer undervalued the company. While Vodafone eventually took control of Kabel Deutschland by securing about 77% of shares, the group failed to cross the 90% threshold that would have allowed it to squeeze out investors who did not back the offer. Elliott and other holdouts seized on German protections for minority investors that do not accept the offer, and then spent years pursuing litigation over whether the acquisition was fairly priced. Eventually, the sides settled, with Vodafone paying remaining investors up to €2.1bn to buy them out. Similar situations have since played out at other takeover targets in Germany, including Deutsche Wohnen (DWNI), Stada, Vantage Towers, and Hella (HLE). These dynamics have made German takeovers less attractive, according to market participants. A 2022 survey of 32 listed companies by Deutsches Aktieninstitut and law firm White & Case found that public takeovers in Germany increasingly faced structural and tactical obstacles, including hedge fund maneuvering, with more than half of respondents citing them as material impediments to deals. “Acquiring companies have gone ‘this is just ridiculous’, and thrown the towel,” said Mark Kelly, chief executive of London-headquartered MKP Advisors. “The biggest issue is you don’t get much big German M&A anymore,” except in cases where buyers are willing to pay an outsized premium. Would-be acquirers are making tactical shifts in order to ease their path to a deal. The evolving tactics are evident from a deal this July, when Chinese ecommerce group JD.com (9618) made a €2.2bn bid for German electronics retailer Ceconomy (CEC) with a structure designed to pre-empt activist hedge funds. JD secured irrevocable commitments from key shareholders representing more than 31% of voting rights, along with options for a further 25% — giving the buyer effective control from the outset. The group then announced that its takeover offer for the remaining shares would not be subject to a minimum acceptance threshold, and refrained from setting a timeline for a potential delisting. “Of course, those were key points directed at the hedge funds,” said a person familiar with the transaction.

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9/21/2025

Opinion: Congratulations, Lachlan Murdoch. You Won a Fading Empire and a Pile of Debt.

New York Times (09/21/25) Marr, Merissa

Lachlan Murdoch is finally sitting comfortably on the familial throne as successor to Rupert Murdoch as head of News Corp (NWSA). But, according to this opinion piece, as the dust settles, there is an unmistakable sense of unease about what lies ahead. On the surface, everyone seemed a winner from the hard-fought recent deal that settled the Murdoch family business. Rupert Murdoch installed his like-minded, eldest son, Lachlan, as heir, thus preserving what he has called the “protector of the conservative voice in the English-speaking world.” The more liberal-minded siblings James, Elisabeth and Prudence each walked away with a $1.1 billion windfall from an empire whose politics they often found distasteful. Lachlan Murdoch, as head of the new family holding, also had to agree to something his father always fought to avoid: watering down the family’s control of Fox and News Corp. In 2019, Rupert Murdoch sold off the family’s 21st Century Fox entertainment assets to Disney (DIS). The remaining kingdom — Fox Corporation, which owns the namesake news channel, and News Corp, owner of The Wall Street Journal and HarperCollins — isn’t as powerful as the company Murdoch famously put his stamp on and is fast becoming overshadowed by empire-building rivals. Lachlan now finds himself nursing a $1 billion debt pile. That debt is backed by the stock owned by the new family trust. And while those businesses, for now, make a lot of money, the new structure means any significant fall in the stock price could create problems. Perhaps more remarkable is the compromise Lachlan made on his ownership stakes. The complex web of transactions that constitute the deal means the new Murdoch trust has less control over the companies because of the stock sales needed to pay the three siblings. The new family holding, which also counts Rupert Murdoch’s two youngest children, Grace and Chloe, as beneficiaries, has 36% of Fox’s voting shares and 33% of News Corp’s, versus 43% and 41% previously. If the value of the family’s holdings were bolstered by the Murdochs’ effective control of the company, this deal chipped away some of that. Keeping shareholders happy will be a more pressing priority now that the result of a proxy fight is less assured, especially if the Murdoch companies come under further activist engagement. The investor Starboard Value pushed last year to end News Corp’s dual-class structure, a common mechanism for founders to control a company with a far-from-controlling economic stake. In 2022, Irenic Capital Management lobbied against Rupert Murdoch’s plans to combine Fox and News Corp, a plan he subsequently ditched.

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9/19/2025

BlackRock, Vanguard Scale Back Company Talks as New Guidance Bites

Reuters (09/19/25) Kerber, Ross

The world's two biggest asset managers sharply scaled back the number of meetings held with company bosses this year, disclosures show, as new guidance made it harder to discuss topics like climate change and diversity. The shifts by BlackRock (BLK) and Vanguard came in the wake of new guidance in February from the SEC, led by a pick of U.S. President Donald Trump, Mark Uyeda, and could leave executives with less investor input on strategy or facing surprise critical votes at shareholder meetings. The directives were among a series of recent Republican efforts to diminish corporate actions on everything from company climate disclosures to the role of proxy advisors. Tallies in new disclosures show declines of 28% and 44% for BlackRock and Vanguard, respectively, compared to their meetings in year-ago periods. Several consultants said the declines show how the guidance has quieted talks between shareholders and managers ahead of corporate elections on matters beyond politically contentious issues like climate change, such as directorships or executive pay. "The new guidance, whether intentional or not, created a chilling effect on the largest investors," said Peter da Silva Vint, a former BlackRock executive now with corporate adviser Jasper Street Partners. Often fund managers come to meetings in "listen-only mode," da Silva Vint said, which makes it harder for company leaders to tell how fund managers might vote. While climate and social questions have taken up less bandwidth at corporate annual meetings lately, items on corporate governance continue to win support. Both Vanguard and BlackRock ended support for nearly all climate and social resolutions in previous years, a pattern that continued in 2025. The new SEC guidance tells managers to file more complex, expensive forms to report major holdings if they exert "pressure on management" such as tying director votes to whether a company has a staggered board or undertakes certain environmental policies. The reporting requirement could also be triggered if the fund firm "states or implies" it will not support directors unless a company makes changes in line with a fund's voting policy. The shift mainly affected BlackRock and Vanguard, whose combined $22 trillion means both firms often own more than 5% of stock issuers, the filing threshold. The two firms paused and then resumed contact while taking stock of the new guidance. Now the fund firms' reports show a changed pattern. BlackRock's stewardship team met with companies worldwide 2,584 times during the 12 months ended June 30, a drop of 28% from the year-earlier period. Most of the proxy-related engagements would have happened after the Feb. 11 SEC guidance, said Paul Schulman, senior managing director for proxy solicitor Sodali. He called the guidance "100% the cause" of the meeting declines. Schulman said even when meetings occur, stewardship teams say less about how they plan to cast their proxy votes. Top investment firms "have always been hesitant to disclose to the company how they’re going to vote. Now they're hesitant to signal their thinking on the issues," Schulman said. BlackRock has not given a quarterly count of its meetings. In its recent report, it said at the meetings its stewardship team "listened to company directors and executives to understand how they are overseeing material business risks and opportunities," and that it may convey concerns through its AGM votes. Last year's report paints BlackRock's stewardship team as being more outspoken. Where it had concerns, the fund manager said at the time, "we typically raise these through dialogue with board members and management teams first." Asked for comment, a BlackRock representative noted its past statement that "does not use engagement as a way to control publicly traded companies." For Vanguard, an Aug. 21 report showed the Pennsylvania firm met with 356 companies worldwide from April through June this year, down 44% from the 640 in the same period in 2024. Vanguard's report didn't address the decline, and a representative declined to comment. A Vanguard representative said the company "does not, and never has, used engagements with companies to signal our voting intentions." Paul Washington, chief executive of the Society for Corporate Governance, which represents corporate secretaries and others, said the new guidance limits the value of shareholder talks. "This season companies found it harder to know what their major investors were thinking," he said. In a survey, more than a quarter of public company society members said they found a "more challenging engagement environment" this year with companies having trouble maintaining relationships with investors or exploring their views.

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9/19/2025

SEC Will Move to Overhaul Investor Disclosures, Atkins Says

Bloomberg (09/19/25) Beyoud, Lydia

The Securities and Exchange Commission (SEC) will move forward with plans to overhaul investor disclosure rules for publicly-traded companies, agency Chairman Paul Atkins said Friday. The announcement comes the same week that President Donald Trump issued a social media post suggesting the SEC should move to semi-annual, rather than quarterly reporting. “It’s a good time to look at the whole panoply of ways that people get information, how it’s disseminated and what’s fit for purpose,” Atkins said during an interview on CNBC. He noted that many investors get more information from earnings calls rather than the quarterly reports. Atkins echoed Trump’s criticism that quarterly reports have driven corporate executives and management to focus too much on short-term returns. But the long-time Washington consultant and power player has been a perennial critic of the “overload” of disclosures both for investors and the companies that have to provide them. Atkins has already made clear that he plans to reduce disclosures on executive compensation. Other disclosures, such as those related to conflict minerals, could also be targeted for fewer releases or even elimination. During the CNBC interview, Atkins said the “huge cost” of complying with regulatory requirements is one of the leading reasons companies remain private. There have been tensions between investors seeking information and publicly traded companies seeking to shed what some see as unnecessary or overly burdensome reporting requirements ever since. Many companies already produce quarterly data for internal oversight, so reducing public-facing reports may only modestly reduce” compliance costs, according to Andrew Jones, principal researcher at the Conference Board, a think tank whose members include hundreds of public and privately traded companies. “Limiting disclosures also introduces risks related to reduced transparency and heightened market uncertainty,” Jones said in an emailed statement.

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9/18/2025

For One Man, the War Against Cracker Barrel Never Really Ended

Fortune (09/18/25) Lazarus, Lily Mae

Cracker Barrel (CBRL) unveiled a sleek new logo this summer. Stripped of its folksy Uncle Herschel mascot — a denim-clad old man perched on a chair beside a barrel — the marque was replaced with a pared-down silhouette of a stylized barrel and the restaurant’s name in a simplified, modern typeface. It was the product of a $700 million push intended to refresh the Southern-themed chain for a new generation.  Instead, the redesign detonated a culture war. It drew outrage from longtime diners. It also attracted the fury of fellow dining chain Steak ‘n Shake. In a series of posts on X, Steak ‘n Shake’s official account issued calls for Cracker Barrel CEO Julie Felss Masino to be fired. It mocked the rebrand, and posted images of red MAGA-style hats that read “Fire Cracker Barrel CEO” and “Biglari was right about everything.” “Biglari” is a reference to activist investor (and Steak ‘n Shake owner) Sardar Biglari, who owns a $54.5 million stake in Cracker Barrel. He made a 120-page presentation to Cracker Barrel shareholders in 2024. His manifesto decried the Southern dining chain’s costly rebranding as “obvious folly.” He pushed for board seats—he wanted to be chairman—and lampooned management’s “corporate myopia.” (Despite Biglari’s warnings, the board sided with Masino’s decision to modernize the brand.) Within days of Cracker Barrel’s decision to ditch Uncle Herschel, the company’s market cap had shed $143 million, 15% of its value, forcing it to reinstate its old branding and pause plans to remodel Cracker Barrel locations. But for Biglari, one of the chain’s largest investors, the rollback merely stoked the flames of his 14-year insurgency against the company. In fact, Bigalri has launched at least seven proxy battles at the company, most of which were unsuccessful. Cracker Barrel has previously dismissed Biglari’s motives as self-interested, accusing him of being an “activist shareholder” with a disruptive agenda, a reputation Biglari himself has cultivated throughout his storied career. “He’s not a guy who’s afraid of picking a fight,” Zeke Ashton, managing partner of Centaur Capital Partners, which owns shares in Biglari Holdings, once told DealBook. The Iranian investor’s public relations modus operandi consists of strongly worded letters to shareholders, SEC filings, provocative online campaigns, and, most recently, memes. The most successful deployment of these methods was his takeover of Steak ‘n Shake, in 2008. At the time, the chain was near insolvency, losing approximately $100,000 per day with only $1.6 million in cash against $27 million in debt. Biglari, who had purchased a 7% stake in the chain in 2007, became the company’s third-largest shareholder, owning more shares than all of Steak ‘n Shake’s then executive officers and directors combined. Then he bought “Enhance Steak ‘n Shake” billboards around the chain’s Indianapolis headquarters and railed against the chain’s years of financial decline to advocate for two board seats. During the 2008 financial crisis, Biglari seized on shareholder anger and economic uncertainty. He won a proxy contest with more than 70% of shareholder votes for two board seats, ousting then chairman Alan Gilman and former CEO James Williamson Jr. By August of that year, following a brief period of board infighting, Biglari was made CEO. Biglari’s vision for Steak ‘n Shake was to revitalize the ailing brand by implementing tighter cost controls, improved service, and a more entrepreneurial mindset. He sought to improve customer experience in the company’s 500 restaurants in 19 states by adding background music and removing harsh fluorescent lighting that he felt made guests feel uncomfortable. Under Biglari’s leadership, Steak ‘n Shake’s economic performance rebounded, with the stock price rising from around $5 when he became CEO to nearly $15 the following year. In 2010, that number reached approximately $50, and Steak ‘n Shake Company officially changed its name to Biglari Holding. In just three years, the chain went from losing around $30.8 million (as of 2009) to a gain of $41.2 million in operating earnings by 2011. Strong financial performance continued for Steak ‘n Shake into 2016 as the brand became Biglari’s cash cow, generating more than $250 million in total operational earnings and funding Biglari Holdings’ expansion into other business ventures. Biglari’s Steak ‘n Shake victory led to the birth of Biglari Holdings. He pitched the rebranded Steak ‘n Shake Company to investors as the next Berkshire Hathaway. While Biglari Holdings’ roots are in classic American dining brands, its investments are now diversified. In 2014, as Steak ‘n Shake was thriving, Biglari bought the men’s magazine Maxim for an estimated $12 million. His plan for the publication was to “build the business on multiple dimensions, thereby energizing our readership and viewership.” Maxim, under Biglari, has reported steady losses of approximately $37 million over the past decade. He acknowledged in Biglari Holdings’ 2024 annual report that 2025 would be a “pivotal” year for the magazine as every subsidiary must be a “long-term supplier of cash.” Biglari expanded aggressively from there. He acquired First Guard Insurance Company, a commercial trucking underwriter, in 2014. In 2020, he added Southern Pioneer Property & Casualty Insurance Co. Then he went into oil and natural gas, acquiring Southern Oil of Louisiana Inc. for $51.5 million in 2019 and 90% control of San Antonio-based Abraxas Petroleum for $80 million in 2022. But underperforming restaurant brands remain a special source of fascination for Biglari. By July 2025 he had a 9.98% stake in the Jack in the Box burger chain. The investments made Biglari a wealthy man. But that wealth was generated by self-serving conflicts of interest, his critics say, and — ironically — it has hobbled his ability to move against Cracker Barrel. For more than a decade, Biglari Holdings and Biglari himself have been plagued by accusations of mismanagement due to ballooning executive pay, stock volatility, and a licensing deal that potentially advantages Biglari personally. His future net worth is secured by a 2013 licensing deal in which Biglari licensed the “Biglari” name to Steak ‘n Shake and Biglari Holdings for 20 years. If removed from his roles for anything other than malfeasance, or if the company were sold, he would be entitled to 2.5% of sales for five years — a payout potentially topping $100 million. This deal got Biglari listed in the “Corporate Governance Hall of Shame” by the investor publication 13D Monitor, according to a copy seen by Fortune. “Coming up in the first few years when he was gaining recognition, he very much sang from that hymnal of we’re all going to make money together. And then once he was in a position to put his thumb on the scale, he did,” Gillies said. These factors have sparked multiple proxy fights and repeated calls for reform from activist firms like Groveland Capital. They have also derailed Biglari’s attempt to gain control of Cracker Barrel. “The type of activism he conducts doesn’t really enrich corporate governance. It ingratiates himself more with shareholders and was easier to get away with years ago,” said Ken Squire, founder and president of 13D Monitor. “Now that activists have become much more responsible and much more mainstream, the ones who haven’t evolved are finding it harder to get anything done.”

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9/15/2025

2025 Proxy Season Review: From Escalation to Recalibration

Harvard Law School Forum on Corporate Governance (09/15/25) Tonello, Matteo

The 2025 proxy season reflected a notable recalibration in shareholder activism, marked by lower overall proposal volume but an uptick in targeted, high-impact interventions. Shareholder proposals across environmental, social, and human capital categories declined significantly, with environmental filings down 26%, social proposals falling 23%, and human capital management submissions, including diversity, equity, and inclusion (DEI) and pay equity initiatives, dropping 35%. Investor selectivity and fatigue played major roles in this decline, as many proposals were viewed as overly prescriptive, duplicative, or insufficiently tied to material company-specific risks. Despite lower volume, the success rate for proposals increased slightly, suggesting that proponents concentrated on issues with clearer relevance and alignment with investor priorities. Governance proposals remained the most consistently supported, focusing on structural accountability such as shareholder rights, board declassification, and separating CEO and chair roles, reflecting sustained investor emphasis on oversight and long-term board performance. Activists increasingly deployed proxy contests as a strategic tool, leveraging the universal proxy rule to nominate one or two directors without pursuing full board takeovers. These contests reached a record 29 in the Russell 3000, up from 26 in 2024, highlighting a shift from volume-driven activism to selective, high-impact campaigns. Anti-ESG proposals persisted, maintaining visibility in media coverage, but support remained minimal, averaging 2.4%, reinforcing that broader investor backing for initiatives opposing ESG or DEI objectives remains limited. Overall, the season demonstrated that activism now relies on a combination of engagement, precise proposal framing, and selective use of proxy contests, emphasizing transparency, materiality, and alignment with investor expectations. Companies are advised to leverage the offseason for proactive engagement, improving disclosure, and preparing governance structures to navigate evolving activist strategies in 2026. The season’s trends suggest that successful activism is increasingly about targeting meaningful change, aligning with investor priorities, and employing governance tools strategically, rather than pursuing broad, symbolic campaigns.

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9/13/2025

Will Shareholder Voting Make a Comeback?

Financial Times (09/13/25) Mead, Holly

Shareholder voting, once central to ownership, has waned as DIY platforms and nominee accounts disrupted direct communication between companies and investors. A survey found only 22% of UK shareholders vote regularly, with many unaware of their rights. Passive investing and intermediaries have left most retail investors disengaged, though events like activist group Saba’s attempted takeover of seven trusts showed how turnout can surge when issues are contentious. The UK government’s Digitisation Taskforce is pushing reforms, including abolishing paper certificates by 2027, creating digital shareholder registers, and enshrining rights for investors to receive company information and vote. Some platforms, such as Interactive Investor, already default customers into voting, improving participation. Technology offers solutions through online voting, automated reminders, and hybrid AGMs, making participation easier and more accessible. While retail ownership has dropped from 50% of the UK stock market in 1963 to 10.8% in 2022, their collective voice remains powerful when mobilized. Campaigns, social media, and digital tools could reinvigorate engagement, ensuring investors shape corporate governance and environmental, social, and financial decisions. Experts argue that restoring voting culture is essential for a healthier investment ecosystem and that every vote, however small, can influence outcomes.

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9/12/2025

Can Elliott Investment Management Plan Turn Around PepsiCo?

The Grocer (09/12/25) Bernard, Dominic

Pepsico’s (PEP) board has been handed a polite ultimatum: fix your performance, or face consequences. The note came from Elliott Investment Management, a hedge fund renowned for high-profile interventions in underperforming companies. “These guys are number one. It’s a pretty serious situation when these guys take a position in your stock,” says one New York analyst. Having built up a reported $4 billion stake in Pepsi in early September, Elliott last week published a letter to PepsiCo management outlining its transformation plan for the ailing drinks and snacks giant. “The company’s strategic and financial challenges have recently led to poor operational results, sharp stock-price underperformance, and a meaningfully discounted valuation,” Elliott partners Marc Steinberg and Jesse Cohn write. Elliott estimates PepsiCo’s shares are trading at a 4.1x discount against its peers in consumer staples, vs an historic average premium of 1.4x. The unhappy market performance follows more than a year of disappointing results for PepsiCo, whose revenue totaled $92 billion in 2024. For six consecutive quarters, sales at PFNA, Pepsi’s North American snacking business — worth $27.4 billion in 2024 — have fallen. In the same period, the North American drinks business PBNA ($27.8 billion sales in 2024) has managed a maximum 1% organic quarterly growth. The drop is in contrast to Pepsi’s flying performance in 2022, in which net sales rocketed 12.9%, albeit largely from price increases. “While unfortunate, this disappointing trajectory has created a historic opportunity,” say Steinberg and Cohn. They see a “rare chance” to revitalize PepsiCo and deliver “more than 50% upside” to shareholders. Their plan involves Pepsi refranchising its “operationally intensive” bottling plants — about 75% of its North American bottling network is owned and run in-house — cutting costs at PFNA, streamlining SKU and brand portfolios, and then investing heavily in core growth areas, all while improving communication with neglected investors. Elliott’s intervention has put PepsiCo’s board under the spotlight. Investors will now watch carefully for the response. It’s “good analysis, so you have to take [Elliott] seriously,” says one City source. “But PepsiCo is a tanker, not a speedboat, and it’s very hard to change a tanker’s direction.” Refranchising could prove the most contentious suggestion. Unlike Coca-Cola (KO), Pepsi never refranchised its bottlers after both companies took them in-house around 2010. This has left Pepsi with a substantial bottling business that is low margin, asset-intensive and entirely different to the marketing-driven concentrate business. “In hindsight,” refranchising has proved the “superior business model” says RBC Capital Markets analyst Nik Modi, reflected in Coca-Cola’s strong performance. “Its bottling system plays to the strength of all parties’ circle of competence.” But refranchising would be messy, especially for investors. Selling off a significant chunk of PBNA’s assets would likely dilute Pepsi’s shares by mid-high single digits for months, with full benefits not delivered for two or three years. On the other hand, Modi warns: “Most corrective actions will likely cause EPS dilution in the near term.” Less controversial are Elliott’s plans to “streamline” the PFNA portfolio, “divesting non-core and underperforming assets.” Organic growth at PepsiCo juggernaut Frito-Lay North America collapsed to –0.5% in 2024, after averaging 3%-5% for a decade, and hitting 17% in 2022. Volumes fell in every quarter of 2024. And despite the universal challenge of GLP-1s, management must take some blame. In 2024, Frito-Lay was accused of price gouging, and staple brands Lay’s and Tostitos have suffered nearly flat growth. Elliott suggests management “right-size PFNA’s cost base for the current demand environment.” Quaker, which suffered four consecutive quarters of double-digit contraction in 2023-2024, is seen as a key target for divestment by analysts, who back Elliott’s intervention. For Elliott’s $4 billion gamble to pay off, either PepsiCo must agree to act or Elliott must convince investors. Either seems possible. A positive investor reaction to the “expected” intervention had already been priced in with Pepsi’s run of 8% growth in August, according to Modi. PepsiCo has said it “values constructive input on delivering long-term shareholder value.” TD Cowen analyst Robert Moskow says: “Counterintuitively, we believe management will appreciate Elliott’s intention to collaborate rather than antagonize.”

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9/12/2025

Analysis: If Pepsi Wants to Win, It Has to Play Coke’s Game

Wall Street Journal (09/12/25) Wainer, David

Most people grab a Coke or Pepsi based on taste, habit, or whatever is placed more prominently in the cooler. Few stop to ask who trucks or packages the cans. But in the cola wars, trucks have often mattered as much as fizz. That is why an activist is now pressing PepsiCo (PEP) to do what Coca-Cola (KO) did years ago: unload the distraction of bottling and distributing its beverages. Fifteen years ago, both Coca-Cola and PepsiCo bought back their bottlers to tighten control. Then they split paths. Coca-Cola spun the business back out while PepsiCo kept it in house. That divergence proved crucial. Coca-Cola, freed from trucks and warehouses, doubled down on brand building and pruning underperforming products. PepsiCo — already more complex because of its giant snacks business — was left managing fleets of trucks and armies of sales reps. The payoff has been clear. Coca-Cola’s discipline shows up in steady share gains from stadium coolers to corner stores. PepsiCo, weighed down by a sprawl of products and bottling baggage, has slipped. And while Coke’s asset-light model has lifted profit margins, margins at PepsiCo’s North American beverage division are down from where they were in the past. It is all about incentives. Independent operators have one mission: to move product. They aren't bogged down by corporate layers, and they are highly motivated. What's more, by taking on the capital-intensive business of distribution, they free up resources for the brand owner. They also act as a check on headquarters when corporate ideas just aren't practical at the ground level. Investors could long ignore slippage in PepsiCo's beverage business thanks to Frito-Lay, the salty-snacks profit machine behind Doritos and Cheetos. But that cushion is thinning. Rising food prices and shifting health trends have hit nearly every U.S. food maker — and Frito-Lay is no exception, with its volumes in North America down several quarters in a row. The earnings disappointments have sent PepsiCo shares down nearly 20% over the past two years, while Coca-Cola is up around 15%. Enter Elliott Investment Management, with a $4 billion stake and a blunt message: PepsiCo's sprawl is no longer a strength but a liability. The company's market cap of around $200 billion represents about two-thirds of Coca-Cola's, even though its $92 billion in annual revenue is around double that of its rival. It trades at roughly 17 times forward earnings, well below Coca-Cola's 22 multiple. That gap is a classic example of what Wall Street refers to as the conglomerate discount. For decades, consumer giants promised synergies from megamergers and scale. Instead, they mostly delivered bloat. Investors have lost patience, pushing for breakups of some of America's most-storied consumer-staples businesses. Kellogg (K) split snacks from cereal in 2023, Kraft Heinz (KHC) is carving out meals from condiments, and Keurig Dr Pepper (KDP) is working on separating coffee from soda. Wall Street wants more focus at PepsiCo, too. The company has long argued that its integration of food and drinks delivers efficiencies. Think one HR department instead of two, for example. In practice, that pitch has often sounded more like a slogan than a strategy. “I'm not sure there's ever been much evidence that the synergy they argue for is very powerful,” says David Yoffie, a professor at Harvard and author of cola wars case studies. A full split of snacks and drinks isn't likely at the moment. PepsiCo fought that fight a decade ago when Nelson Peltz's Trian Fund pushed for it, and management dug in. And breakups are no sure bet. Of eight consumer-staples spinoffs in the past decade, five have delivered positive returns while three have had negative returns, according to Edge Group data. Kraft Heinz, which unveiled its breakup plan just last week, has slipped around 5% since then. This helps explain why Elliott's push is narrower. It isn't calling to blow up PepsiCo but to prune it. On the food side, the idea is to shed sluggish brands such as Quaker while right-sizing costs and investing in growth. Many of those steps overlap with what management is already weighing. On bottling, the idea is neither new nor hard to grasp, but management is likely to balk. It has long argued that the integrated system allows better customer service, faster product launches and promotional flexibility, explains RBC analyst Nik Modi, whose call for refranchising presaged Elliott's campaign. Roughly a quarter of PepsiCo's U.S. beverage distribution is handled by independent businesses. Spinning off the remaining operations would certainly be messy. Earnings would take a hit for years. Even Coca-Cola absorbed margin pain and hefty restructuring costs before finally shedding bottling. The pain paid off, though. Coke North America's operating margin was 28.5% in 2024, compared with just 11.2% at Pepsi Beverages North America, according to Modi. Coke's sharper focus also allows it to spend more where it matters: marketing. Coke devoted about 6% of sales to advertising, adjusted to include bottler revenue, versus about 4.4% at Pepsi in 2023, according to Piper Sandler's Michael Lavery. That shows up in the brand. Coke's 2017 relaunch of what is now Coca-Cola Zero Sugar and splashy campaigns have kept the brand front of mind. Pepsi-Cola's namesake blue can, meanwhile, recently slipped to fourth place in U.S. soda sales, behind Dr Pepper and Coca-Cola's Sprite, according to Beverage Digest data. As it loses market share, Pepsi this year dusted off its classic, decades-old “Pepsi Challenge,” this time pitting Pepsi Zero Sugar against Coca-Cola Zero Sugar. It is also promoting the idea that its cola tastes better with food. But this won't fix the company's real problem of focus. “In 25 years of covering the industry, I've rarely seen a brand owner succeed as a distributor,” Modi says. The message is simple: Pepsi doesn't need to reinvent the model — it just needs to follow Coke.

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9/12/2025

A New Wave of Bank Mergers Is Just Getting Started

Barron's (09/12/25) Ungarino, Rebecca

President Donald Trump’s looser financial regulation has helped send bank mergers to a four-year high — and more are on their way. Risks and opportunities abound. Look no further than Comerica (CMA), the 34th-largest U.S. lender. It began life as the Detroit Savings Fund Institute, an early provider of savings accounts for customers who enjoyed a perk that was novel in the 1840s: earning interest on deposits. Over time, the firm combined with competitors, rebranded, and moved its headquarters to Dallas. These days, Comerica — the product of decades of mergers and centuries of reinvention — finds itself at a critical juncture in what could be the latest wave in a long history of American bank consolidation. In July, the bank reported per share earnings for the second quarter that topped Wall Street’s expectations. Despite the beat, analysts on the call criticized CEO Curtis Farmer, citing a lagging stock price and disappointing growth—“Curt, I’m sorry to interrupt; your loans have been flat for a decade,” Baird analyst David George said on the call — and questioned whether the firm has earned the right to stay independent. An activist hedge fund is now urging Comerica to seize on an opportune regulatory climate, follow rivals doing deals this year, and sell itself. A mergers-and-acquisitions solution to Comerica’s problems might have been a less realistic option just a year or two ago. The Trump administration, however, scrapped stringent merger guidelines this summer and pushed for faster bank-deal reviews. Where investors would have had little conviction that Comerica might feasibly boost its value by finding a buyer, now it might be the best option, in investors’ eyes. Comerica doesn’t necessarily see it that way. A spokeswoman for the bank said its priority is protecting and growing shareholder value, and that it has a “robust, differentiated franchise, operating in desirable, high-growth markets with a solid capital position, competitive funding profile, and structural revenue tailwinds.” HoldCo Asset Management, an activist investor confronting Comerica about its performance, argues that Comerica CEO Farmer should resign, citing what HoldCo viewed as inadequate responses to questions on an earnings call.

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9/11/2025

Board Members Beware When Activists’ Proxy and Pay Fights Converge

Bloomberg (09/11/25) Tse, Crystal

A proxy fight and a big CEO pay package are not a good mix, particularly for board members, new research shows. When a company gets less than 70% support on a so-called say-on-pay vote, a non-binding shareholder show of hands from investors on whether a CEO deserves their pay packages, activists are three times more likely to succeed in replacing board members, according to the report by the Strategic Governance Advisors, which advises companies that anticipate conflict with their shareholders. Board members on compensation committees are particularly like to feel the heat. Their chances of being targeted by activists when a say-on-pay vote gains less than 70% support are about 5% higher, the report showed. “A low say-on-pay vote doesn’t just happen,” said Brad Vitou, a partner at SGA. “It’s a response to actions a board took — or actions it didn’t take — like proactive off-season engagement, to take down the temperature in the room.” Thanks to the rise of activist investing, serving as a corporate director, which used to mostly involve a handful of meetings a year, has been transformed into a more dedicated job. Directors now need to better justify and communicate decisions involving management appointments, compensation and other corporate matters to defend the company’s performance, and therefore their own seats on the board. That doesn’t mean that big and sometimes controversial pay packages have vanished. Elon Musk’s $1 trillion deal with Tesla (TSLA) showed it’s less about what is said than how it is said. The additional shares Musk could receive would push his holdings in the electric-vehicle maker to at least 25%, according to the terms detailed in Tesla’s proxy filing Friday. Musk has publicly stated he wants a stake of that size. Tesla increased its CEO compensation disclosure in this year’s proxy statement to 69 pages versus 27 pages last year. It also set up a special committee to decide on Musk’s compensation.

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9/10/2025

Activists Say ‘Yes’ to ‘Vote No’ Campaigns in 2025

JD Supra (09/10/25) Davis, Louis; Gonzalez-Sussman, Elizabeth

The 2025 proxy season has seen a marked rise in “vote-no” or withhold campaigns against directors. These campaigns, which can be launched any time, without warning, can result in high withhold votes against directors, even when the activist only issues a single press release, creating significant pressure on boards to voluntarily effect board, management or strategic change in response. Companies that regularly assess director skill sets, engage early and often with key investors, communicate their strategy and explain why each director has been selected to serve, will be better positioned to confront these potential activist attacks. Withhold campaigns are not new. However, according to Diligent Market Intelligence, 33 distinct activist withhold campaigns took place in the 12 months ended June 30, 2025, up from 23 in the same period of 2023–24 and 24 campaigns over the same span in 2022–23. In a “vote-no,” or withhold, campaign, an activist encourages other shareholders to vote against the election of one or more directors at a shareholders’ annual meeting. The strategy is particularly effective at companies that combine (a) a requirement that each director in an uncontested vote win a majority of votes cast with (b) a director resignation policy. In those cases, any incumbent director who falls short of a majority must promptly tender a conditional resignation, leaving the remaining board members to decide whether to accept the resignation (typically upon recommendation of the board’s nominating and governance committee). While the primary objective for a vote-no campaign is to force the resignation of one or more directors from the board for failure to achieve a majority of the votes cast, a secondary goal is often to demonstrate strong shareholder dissatisfaction with the company’s performance if enough votes are withheld. Recent notable withhold campaigns illustrate how even a “loss” can be a win in catalyzing change at a company to thwart a full proxy fight in the following year. According to Deal Point Data, through the first half of 2025, the eight proxy contests that went to a shareholder vote in the U.S. cost activists a combined $45.9 million, while the target companies spent $69.1 million defending against such efforts. A withhold campaign can significantly reduce these expenditures by eliminating the need for an activist to identify, vet and promote alternate director nominees, while still exerting pressure on target boards if the activist is able to achieve high withhold votes against incumbent directors. Timing is another factor. Activists who miss advance-notice deadlines, or who identify a new issue after the nomination window closes, can still coalesce investor dissatisfaction around a vote-no narrative. Tactically, activists have three principal approaches to withhold campaigns at their disposal. The most minimalist and cost-effective campaign is to issue a single communication announcing the activist's intention to vote against specified directors and explaining why. Because the SEC's proxy rules do not consider the issuance of a public statement that merely communicates a shareholder's voting intent and the reasons for it as a “solicitation,” this approach entails virtually no regulatory hurdles and can be undertaken at minimal cost. Historically, this type of minimalist withhold campaign has not had great success. However, the recent withhold campaign launched by Impactive Capital at WEX Inc. (WEX) shows that more established activists who are able to get their message amplified by the media can have an outsized effect on election results with minimal effort. Impactive, a 7% shareholder of WEX, issued a single press release just three weeks before the company's 2025 annual meeting, announcing its plan to vote against three long-tenured directors because it claimed that its “value enhancing ideas” (e.g., to split up the company's three business segments) and request for a board seat had been dismissed. Notwithstanding the absence of a formal solicitation, all three of the directors targeted saw their support from shareholders decline by more than 30 percentage points, including WEX's CEO and chair, who received just 64.3% of “for” votes cast. While none of these directors resigned as a result of the election, Impactive argued in a subsequent press release that the significant withhold votes demonstrated a “crisis of confidence” in the board. Impactive also disclosed that it intends “to nominate at least four directors for election at next year's annual meeting, barring a significant reversal of WEX's underperformance or approach to engagement in the coming months,” creating significant pressure on the company for the upcoming year to improved its performance or rationalize its strategy with the larger shareholder base. The most aggressive path, and generally the most effective type of withhold campaign, is a full solicitation. Through this method, the activist disseminates its own proxy statement and card, replicating many elements of a contested election but urging “withhold” or “against” votes rather than urging shareholders to vote “for” alternative nominees. For example, H Partners Management, a beneficial owner of approximately 9.3% of Harley-Davidson, Inc. (HOG), solicited proxies from shareholders on H Partners' blue proxy card to “withhold” their votes against three directors with 17-, 18- and 29-year tenures. In advance of the 2025 annual meeting, Egan Jones and Glass Lewis reportedly sided with H Partners, while ISS recommended that shareholders vote in favor of all of Harley-Davidson's nine nominees standing for re-election. All incumbent directors ultimately received a majority of votes cast. However, H Partners declared a “partial victory,” noting that, as a result of its campaign, Harley-Davidson had reportedly committed to several other shareholders that three directors would resign by next year's annual meeting, the board would appoint a new, external CEO and the outgoing CEO would not serve in an executive chair role. H Partners incurred approximately $1.5 million in solicitation costs through its campaign at Harley-Davidson and, while ultimately unsuccessful at the ballot box in the abstract, within three months of the annual meeting, Harley-Davidson announced the appointments of a new, external CEO and chair of the board.

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9/8/2025

PepsiCo CEO’s Tall Order: Win Over Investor Calling for Strategy Reset

Wall Street Journal (09/08/25) Cooper, Laura

PepsiCo (PEP) Chief Executive Ramon Laguarta has spent much of his three decades at the company buying brands and building businesses, amassing a portfolio stretching from soda and chips to iced tea and tortillas. Laguarta, 62 years old, now faces an activist investor with its own vision for the storied soda maker: slim down. Elliott Investment Management has amassed a stake in PepsiCo worth roughly $4 billion, and the firm has ideas. It has encouraged PepsiCo to scrutinize its beverage and food brands and drop slow sellers. Elliott also wants the company to revamp its bottling network and take other steps to improve its share price. The investment firm has a record of spurring executive change. PepsiCo has said it is confident in its strategy. Investors, bottlers and analysts are pushing Laguarta, who has helmed PepsiCo since 2018, to lay out his own vision and a clear financial plan for the company’s brands. The company said it regularly engages with shareholders to hear their views. “We are reviewing Elliott’s presentation in the context of driving long-term shareholder value,” PepsiCo said. Born in Barcelona, Laguarta earned a master’s degree in international management from Thunderbird School of Global Management in Phoenix before completing an MBA at ESADE Business School in Spain. He speaks English, Spanish, French, German, Greek, and Catalan. Laguarta worked to expand international business at Spanish candy maker Chupa Chups before joining PepsiCo in 1996. Shortly after he arrived, the company spun off its restaurant businesses, including Pizza Hut, and later bought Quaker Oats for some $13 billion, adding sports drink Gatorade. He spent much of his early years at PepsiCo working across Europe and Africa, integrating the company’s dairy business in Russia and expanding its juice business. As CEO, he has added and subtracted from PepsiCo’s portfolio. The company in 2021 struck a deal to divest a majority stake in orange-juice brand Tropicana and Naked Juice, a transaction aimed at strengthening PepsiCo’s balance sheet. Over the past year, the company agreed to acquire prebiotic-soda brand Poppi as well as Siete Foods, which sells products such as canned beans and grain-free cookies. Laguarta was at the helm in 2023 when the company hit a $270-billion market valuation, when droves of pandemic-bound consumers were buying Doritos and Pepsi. The company’s market value has since dropped some 25%. This year, PepsiCo’s share price is down around 2%. Shares in the company’s main rival, Coca-Cola, are up around 10%. Pepsi-Cola’s classic blue-can soda recently fell to fourth place in U.S. soda sales volumes, according to Beverage Digest. The ranking put Pepsi — once a formidable competitor to Coca-Cola (KO) — behind both Dr Pepper and Sprite. Some of Pepsi-Cola’s struggles are shared by its other beverage brands. Elliott has called for PepsiCo to focus on its core brands and develop new versions of them, while cutting drinks that don’t sell. The company’s beverage business in recent months has shown signs of improvement. More consumers have gravitated toward Pepsi Zero Sugar, PepsiCo has said, and the company has invested in its “Food Deserves Pepsi” marketing campaign. The company said it has doubled the size of its Gatorade business over the last decade. It also said some newer products are hits, such as the enhanced water brand Propel, which surpassed $1 billion in retail sales during the past year. PepsiCo’s food business, a strength for years, has flagged recently, with the unit’s sales growth weakening in every quarter since 2022. Consumers who have tightened their purse strings, along with increasingly health-conscious buyers, have squeezed the business that includes Lay’s, Doritos and Cheetos. Elliott has suggested that the company cut its costs to fit the weakening consumer environment and divest underperforming assets. Laguarta has said that the company has given priority to reaching price-sensitive consumers, and that it has experimented with smaller pack sizes and lower-priced options. A PepsiCo spokesman said the company has studied its food-business cost structure and has already taken steps to reduce expenses, including the closing of two food plants in recent months. PepsiCo owns many of the bottlers that formulate and bottle its beverages across the country. Elliott has argued the company should unload those operations to new owners. Coca-Cola undertook a similar refranchising effort, a yearslong and challenging process that ended in 2017. PepsiCo has long resisted a similar move, citing potential disruptions. Deutsche Bank analyst Steve Powers wrote recently that PepsiCo’s North American beverage portfolio is “overly complex and lacks consistent focus,” but added that refranchising might not be a straightaway solution. He said better performance and profit in the business might need to come first.

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9/8/2025

‘Endless Effort’: Japan Draws Global Investors but Reform Job Not Done

Australian Financial Review (09/08/25) Sier, Jessica

Japan’s campaign to modernize its sharemarket has lifted valuations and drawn in global capital, but the reforms are incomplete, leaving foreign investors grappling with uneven corporate progress and governance gaps, Tokyo’s stock exchange boss says. Japan Exchange Group (JPXGY) CEO Hiromi Yamaji said only about 20% of prime listed companies were meeting global standards, while more than half were struggling to change old business models or improve capital efficiency. “We are not satisfied with the current situation,” said Yamaji. “Corporate governance reform is an endless effort. Once you reach a certain level you must aim higher, otherwise it very easily degrades. When there are lots of corporate scandals caused by governance failure, then it creates distrust in the marketplace.” Yamaji, who has held the job since 2013, has overseen the rollout of corporate reforms that have been critical in helping the country’s markets reclaim the ground lost after their crash in the early 1990s. During more than 20 years of economic deflation in Japan, companies saw little incentive to invest, wages stagnated, and corporate boards were effectively overseen by creditor banks. The stock exchange and successive governments, especially under former prime minister Shinzo Abe, pushed corporate governance codes from 2015 to encourage higher returns on equity and better board independence. “Some companies are very good and shareholders are happy, but there are many companies that are very slow and do not have the skills to change [their] business model or transform,” Yamaji said. “But we can see the peer pressure starting to make a difference. Bad companies are looking around and seeing their peers performing better and this is changing their mindset. We believe that peer pressure and competition will be very effective in Japan.” Japan’s exchange introduced a radical name-and-shame regime in 2023 to drive better governance and higher valuations, which have been partly responsible for improved performances. Companies labelled as “good cases” by the bourse have seen share prices rise 66% over the past two years, compared with a 44% gain for the broader market, data from the Tokyo exchange shows. In the smaller-cap standard market, reform leaders doubled their share price gains versus peers. The MSCI Japan Value Index, which tracks undervalued firms benefiting from reforms, has surged 128% over five years, far outpacing the 54% rise in the growth index. The rise has captured the imagination of global investors, who have poured in money on the promise that undervalued Japanese companies could finally unlock returns. The reforms have emboldened investors like Elliott Management and Oasis Management to put together proposals. More than 2000 firms held shareholder meetings in June, of which 52 received activist investor proposals, surpassing last year’s record of 46, data from Mitsubishi UFJ Trust and Banking showed. Yamaji said historically most proposals by activist and engagement fund proposals were rejected out of hand, particularly those delivered by foreign investors. But Japan-based investors were now also adding pressure in a major cultural shift. “Japanese domestic investors are now voting against company proposals,” Yamaji said. “This is a very big wakeup call for Japanese managements and that is a very big stick if they don’t meet the expectations of domestic investors.” One of the clearest signs of change has been the emergence of genuine takeover battles in Japan, particularly by global players. Foreign firms had made 157 proposals to buy or acquire majority stakes in Japanese companies this year as of the end of August, according to Bloomberg data. This pace is set to exceed last year’s record of 193. IT firm Fujisoft grabbed headlines when shareholder pressure and reform momentum sparked a $US4 billion contest between global private equity giants Bain and KKR, which KKR ultimately won in February. “That kind of juicy takeover battle is almost unheard of in Japan,” said Jamie Halse, founder of Japan-focused Senjin Capital, underscoring how activism is beginning to open up companies long shielded from outside influence. Other companies have seen their boards directly reshaped. Elevator manufacturer Fujitec (FJTCY) was forced to replace its directors after engagement from Oasis Management. “Being endorsed as a board member is no longer easy,” Yamaji said. “That’s the strongest change agent of the market. Many directors are used to unanimous endorsement, but that is no longer the case.” In the Topix 500, average unanimous endorsement has fallen to 90% so far this year, down from 95% in 2024. But governance concerns persist. The number of management buyouts has climbed to 20 this year, on track to surpass the 2011 record, with some tender offers valued at less than book value. The Tokyo exchange, owned by the Japan Exchange Group, introduced new disclosure rules in July requiring companies to disclose the valuation work underpinning their offer prices. This is a safeguard long standard in markets like Australia but unprecedented in Japan, where firms often carry vast land holdings and other assets on their books at historic cost, rather than new market prices. “Some companies are still only making surface-level changes but others are really getting religion,” Halse said. Yamaji acknowledges the TSE has been slow to protect smaller shareholders. “To maintain the fairness and transparency of the market we have needed to enhance the protection of minority shareholders,” he said. “We will keep reviewing this situation periodically and if we need to do anything in the future, we will.“

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9/8/2025

Once Engaged by Activist Investors, Matt Proud Is Now One Himself

Toronto Globe and Mail (09/08/25) Silcoff, Sean

A year ago, Matt Proud was under siege from activist investors trying to effect changes at Dye & Durham Ltd. (DND), including his ouster as chief executive. Since then, Proud has become an activist shareholder to be reckoned with in his own right. After leaving D&D last December, the 44-year-old entrepreneur has engaged three Toronto Stock Exchange-listed companies through his private holding company Plantro Ltd.: Information Services Corp. (ISC), Calian Group Ltd. – and D&D. Each has paid off so far. And Proud isn’t finished. “There are big value arbitrages to be had in the Canadian market,” he said in an interview. “A lot of companies are trading at discounts to where they should be. Until that is solved, it creates opportunities for companies to unlock value through things such as strategic reviews and sale processes.” He said he will likely engage another Canadian company “in the near to medium term.” Plantro claimed victory Monday as ISC said it was launching a strategic review that could lead to the company’s sale. ISC provides registry and information management services for public data and records. The move is backed by a Saskatchewan Crown corporation that owns 29.3% of ISC shares and has several board seats. Its stock hit an all-time high Monday on the news. Plantro last spring launched a mini-tender to buy 15% of ISC’s Class A shares for $27.25 each (later increased to $30). ISC called its bid “abusive and coercive” at the time. The two had a history: ISC once owned 30% of D&D when it was private. It sold the stake back to the company in 2017 after D&D bought ISC competitor OnCorp Direct Inc. Proud had pushed to shake up ISC’s board and make a strategic investment before launching his bid, believing the company was undervalued. ISC has healthy cash flows and long-term contracts with provincial governments. Plantro only picked up 3.13% of the stock with its bid, but later increased that to 5% – giving it enhanced shareholder powers. Last week, it went on the offensive, requesting a special meeting to replace the ISC board’s seven non-government directors with four hand-picked nominees, including two former D&D executives, and cut the board’s size to seven members, from 10. ISC did not acknowledge Plantro in its release, but Proud’s firm withdrew its request and he said it “was 100% the driving force behind this. They still have to run the process but the government is supportive. I believe the company will run a robust process. I’m really happy.” Plantro also turned the tables on Proud’s former company this year. Proud quit D&D as CEO last fall under pressure weeks before a board slate nominated by activist hedge fund Engine Capital swept into power. But after D&D stock sagged, Plantro offered to buy the company early this year. It then increased pressure on the board to sell the company and requested a special meeting to elect three directors to replace a trio who joined last December. In July, D&D and Plantro reached a standstill deal that saw the board launch a strategic review that could lead to a sale. Chairing the review committee was Plantro nominee David Danziger, who joined the board as part of the deal. The stock jumped to its highest level in months on the news. Proud said he is “optimistic about the ultimate outcome” at D&D. Proud’s third campaign is a departure. In late 2024, he started looking at Canadian defense vendors, believing they would benefit from an increase in government military spending. He zeroed in on Calian (CGY), an Ottawa information-technology services company that derives much of its revenues from defense contracts. Plantro bought a 5% stake and Proud visited CEO Kevin Ford last month to press Calian to sell its underperforming IT and cybersolutions business – or the whole company – and focus on defense. Plantro also wrote the board to press its views, saying Calian had a “once-in-a-generation growth opportunity” to capitalize on higher defense spending. News of Plantro’s entreaty caused the stock to jump. Calian defended its strategy, including maintaining a diversified platform of offerings. It also launched a bid to buy back up to 10% of its stock. Last week, Ford said the division in Plantro’s crosshairs was “critical” to its business. Proud said his campaigns build on his experience as a “hands-on” investor with a knack for backing undervalued technology and services companies. He’s looking for cash-flow generating businesses with solid “moats,” which ISC has with long-term exclusive contracts with governments, as does Calian with its long-standing defense contracts. “These things are hard to replicate.”

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9/5/2025

Analysis: Pepsi Has Lost Its Bubbles. Elliott Wants to Make It Pop Again.

Barron's (09/05/25) Liu, Evie

PepsiCo (PEP) has lost its fizz, and activist investor Elliott Investment Management sees an opening to push for a turnaround. Investors should wait before jumping on the bandwagon, according to Barron's columnist Evie Liu. Elliott, a hedge fund with about $76 billion in assets, on Sept. 2 said it had taken a $4 billion stake in PepsiCo, pressing for changes at the struggling snack-and-beverage giant. The stake accounts for about 2% of PepsiCo’s market capitalization and makes Elliott one of the company’s largest investors. PepsiCo’s split focus on snacks and beverages used to be its strength, but both segments have been struggling. Beverages continue to lose market share to competitors: Pepsi, the company’s namesake product, is no longer America’s No. 2 soda, having been surpassed by Dr Pepper in 2023 and Coca-Cola's (KO) Sprite in 2024. Its packaged-food business — with brands like Doritos and Lay's, once a growth engine — has been hit by weak consumer spending, shifting health preferences, and a backlash against ultraprocessed foods. The stock is now deeply discounted, trading at 18 times expected earnings for the next 12 months, cheaper than Coca-Cola's 23 times and the S&P Consumer Staples index's 20 times. Elliott wants a leaner PepsiCo, and believes its plans could boost the stock's valuation back in line with peers, the market, and its own history. The valuation recovery, along with better earnings, could lift shares by more than 50% from today's depressed levels, says the activist investor. To start with, PepsiCo's spending should match today's weaker volume environment, says Elliott. That means cutting manufacturing and distribution overhead by outsourcing low-margin, asset-heavy bottling operations. This way, PepsiCo could focus on building brands, developing formulas, and driving sales. The move could also free up more cash for debt reduction, reinvestment, or shareholder returns. Elliott also wants PepsiCo to sell underperforming, noncore brands like pasta, syrups, and cereals, and regain market share in its core brands such as Pepsi, Mountain Dew, and Gatorade. Expansion into growing categories should be “selective,” says Elliott. PepsiCo's North America beverage unit has 70% more unique products than Coca-Cola, but generates 15% less in retail sales, according to the investor. PepsiCo says it maintains “an active and productive dialogue” with shareholders and will review Elliott's proposals. In the past, activist involvement at PepsiCo failed to lead to outsize stock gains. In 2012, Nelson Peltz's activist firm Trian Partners disclosed a $1.2 billion stake in PepsiCo and pressed the firm to either separate its snacks and beverage businesses or merge with Mondelez International. PepsiCo's board rejected the breakup and instead instituted a $5 billion cost-savings plan. Trian exited its stake in May 2016. PepsiCo stock increased 27% over this period, but still underperformed industry benchmarks and the S&P 500. Elliott isn't recommending a breakup this time, and Wall Street is generally receptive to its plans. “We view this as a positive because it heightens pressure on management to move faster on initiatives,” TD Cowen analyst Robert Moskow wrote. Moskow said Elliott's plan is “highly consistent” with his own view that “food companies with focused portfolios and category leadership have a better chance of long-term success than diversified companies trying to leverage operating and marketing capabilities across a wide range of categories.” He raised his price target for the stock to $155 from $140; the shares recently traded around $147, with a dividend yield of 3.9%. Steve Powers, an analyst at Deutsche Bank, has doubts about establishing stand-alone bottlers — which he says could “materially dilute” current shareholders. He noted that PepsiCo has been integrating its food and beverage businesses to seek savings. This runs counter to Elliott's suggestion to outsource manufacturing and delivery. “We are not convinced refranchising itself is a straightaway solution,” he says. Investors are on the sidelines for now. PepsiCo stock jumped following Elliott's announcement but lost much of the gains over the next two days. Shares have tumbled 25% from their 2023 peak and are down 2.2% so far this year. Wall Street might need to see more details from Elliott's prescriptions — as well as PepsiCo's clear commitment — before its stock valuation takes off.

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9/4/2025

Opinion: Pepsi Fizz Better Added with a Stir than a Shake

Reuters (09/04/25) Cyran, Robert

Struggling food producers attract pushy investors like bees to orange soda, suggests Reuters columnist Robert Cyran. PepsiCo (PEP) now has hedge fund Elliott Management buzzing around after the beverage and snack goliath’s performance and valuation went flat. "There are ways to restore some fizz," says Cyran. "But too many additives will spoil the financial formula." Pepsi’s expansion of its North American snacks business recently stalled while sales volumes of drinks, which include its namesake pop and Gatorade, have been shrinking for years. After peaking in May 2023, the share price tumbled some 25%. Archrival Coca-Cola (KO), by contrast, is growing faster, with higher profitability, and better stock performance over the past five years. Nearly a third of Pepsi’s roughly $90 billion in annual revenue comes from Doritos, Cheetos, and other North American nibbles, and a similar proportion from carbonated and other potables sold across the continent. For years, the stale suggestion from frustrated investors has been to separate salty from sweet. A split, however, would undermine the power of marketing and distributing popular brands together, especially internationally. Instead, Elliott is serving up tastier ideas for Pepsi boss Ramon Laguarta to sample. For example, misfit products such as Quaker Oats and Rice-A-Roni are best jettisoned. Moreover, costs can be slashed in snacks, where the adjusted operating profit margin has slumped 5 percentage points since 2019. Company-wide capital expenditure also swelled to $5 billion annually, despite slowing growth, providing more room to cut. Pepsi could stand to refocus on its best drinks, too, with a bigger collection of them generating less revenue than Coca-Cola. Redesigning the bottling business would be a less fruitful tonic, however. It’s true that manufacturing is more capital intensive and having semi-independent distributors might offer a helpful check on acquisitions; Pepsi recently wrote down $1.8 billion from buying Rockstar energy drinks. Even so, the capital advantages can be illusory, according to Cyran. Soda makers want to keep partners viable, meaning there may be implicit guarantees in the debt. Separate bottlers also take away some strategic maneuvering room. Pepsi already has spun them out before and then bought them back, as have peers, further suggesting an element of faddish financial engineering. "The best case for backing the $200 billion company is that it’s cheap," Cyran concludes. "It trades at 18 times estimated earnings over the next 12 months, according to LSEG, a roughly 20% discount to its own 10-year average and Coca-Cola’s multiple. It will only take a stir, not a shake, to add plenty of sparkle to Pepsi."

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9/3/2025

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

PRNewswire (09/03/25)

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

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