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免费计划软件featuring standstill agreement and nomination deadline windows, provisions and timelines
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免费计划软件a new searchable database featuring the comprehensive voting records of all top institutional investors. this includes every proposal that was up for a vote and how the investor voted.
elliott’s stake in softbank
免费计划软件cnbc's david faber takes a closer look at the activism in 2017 and what to expect in 2018. with ken squire, 13d monitor founder.
canada's sunopta (stkl) has closed a us$30 million preferred equity financing arrangement. oaktree capital management and engaged capital have invested $30 million in sunopta in the form of exchangeable preferred shares and have committed to include an additional $30 million at the company's option. immediately after closing, and disregarding the effect of the exchange and voting caps on an as-exchanged basis, oaktree capital would own approximately 24.6% of the then-outstanding common shares. engaged capital would own approximately 15.6% of the then-outstanding common shares. as part of the transaction, sunopta has committed to nominating a designee of engaged to serve on the company's board, subject to certain conditions. oaktree continues to have the right to nominate two director candidates to the company's board. sunopta plans to use the proceeds from the equity investment primarily to invest in the company's plant-based foods and beverages business.
cevian capital has cut its stake in ericsson (eric) to 7.4% of share capital, down from 8.4% previously, noting the telecom equipment maker's share of cevian's portfolio had become too big. cevian reduced its stake by approximately 34 million b-shares and now holds 246.9 million b-shares and 339,228 a-shares, according to a filing with the securities and exchange commission. "with our divestments we have now adjusted the portfolio weight to a suitable level," said cevian capital managing partner christer gardell. he added that the firm continues to believe in ericsson's potential. "the proceeds will be invested in other companies," gardell said.
免费计划软件 usa technologies inc. (usat), a cashless payments and software services company, has announced that douglas bergeron, managing partner of hudson executive capital, has been named chairman of the board of directors, effective immediately. additionally, the company is seeking a new chief executive officer, who it expects to name by the end of may 2020. bergeron said, "the immediate actions taken by usat's newly constituted board demonstrate the commitment of these directors to putting the company on the right path to restoring strong corporate governance and building long-term, sustainable shareholder value. we look forward to rolling up our sleeves and working together to fundamentally transform usat into an industry leader."
standard general l.p., the largest equity holder of tegna inc. (tgna) on april 27 urged its fellow shareholders to vote for meaningful change, fresh perspectives, and diversity on tegna's board of directors at the april 30 annual general meeting. standard general has a stake of almost 12% of tegna's shares. in a letter to shareholders, standard general said, "there are significant issues at tegna that, time and again, the board has failed to address: sustained underperformance, strategic missteps, and deficient corporate governance and management oversight. meaningful change is needed to revitalize the board, and can be achieved with the election of our four diverse, independent, and exceptionally well-qualified nominees, who have the right background and experience to bring fresh perspectives and effective management oversight to tegna and ensure the company performs for shareholders." standard general wants new directors with broadcast industry experience, and pointed out that iss supports change on the tegna board. iss previously noted, "the key change that appears necessary is confirming the board's openness to negotiating with potential bidders. as such, votes are warranted on the white card for dissident nominee colleen brown, who seems well suited to provide such oversight and contribute her experience with local broadcasting." standard general is seeking to replace howard elias, scott mccune, bruce nolop, and neal shapiro, because, "they are not the right directors for the current era of volatility and market uncertainty. none of them have the crucial operating experience in local affiliate broadcasting needed to effectively oversee management, and they all have allowed for a massive destruction of shareholder value." standard general's nominees—colleen brown, ellen mcclain haime, soo kim, and deborah mcdermott—have a history of delivering profitable returns in similarly situated local affiliate broadcasting companies. their independence, diversity, and deep experience is needed now more than ever to help achieve profitable returns for shareholders."
免费计划软件 carl icahn has again criticized occidental petroleum's (oxy) agreement with warren buffett after the oil refiner paid its dividend to berkshire hathaway (brk) using shares this month. icahn told bloomberg television host erik schatzker in an interview that "it was one of the most ridiculous deals that i've ever seen." occidental ceo vicki hollub obtained $10 billion from berkshire hathaway last year to help fund a $37 billion takeover of anadarko petroleum (apc), in return for $10 billion in preferred stock paying an 8% dividend, and about $1.2 billion in warrants to buy occidental shares at a discount in the future. "the buffett deal was like taking candy from a baby and amazingly she even thanked him publicly for it," icahn stated. icahn pressured occidental to agree in march to appoint three new independent directors to its board, establish an oversight committee, and fortify its governance. he also made a vote of confidence in occidental. "those days are over, we are now on the board, we're working together," icahn told schatzker. yet he acknowledged that occidental and other oil refiners have "so many hurdles coming up in the short term." the coronavirus pandemic continues to slam demand for oil, and producers have been slow to responsively reduce output, causing crude prices to plummet precipitously.
last week shareholder advisory firm glass lewis & co. recommended that tegna inc. (tgna) investors support management's slate of directors over the four candidates nominated by standard general lp. in a letter released saturday, standard general, which owns a 12% stake in tegna, takes issue with several findings in the glass lewis report. its primary accusations are that the advisory firm relied on unsubstantiated or non-public information to inform its decision to support the election of all 12 of management's nominees for the board. it also argued that the advisory firm seemingly adopted two new policies that suggest shareholders do not make good board members when it stated that it was "increasingly reluctant" to recommend direct representatives of dissident shareholders. standard general argued the second new policy is that long-serving directors at underperforming companies should be protected from change. the letter is believed to be the first time glass lewis has used its recently implemented changes to how it handles feedback from parties in contested situations. the new program, which allows for either side in a proxy fight to submit their concerns about the advisory firm's report within seven days, is meant to give the subjects of its reports the final say on shareholder matters. the tegna fight is set be resolved in a virtual meeting slated for april 30.
carl icahn and his oil refinery business, cvr energy inc., recently took advantage of very cheap oil prices. icahn controls cvr with a 70% stock ownership stake in the company. he said cvr purchased 1 million to 2 million barrels of oil when prices went negative in a technical quirk of futures trading that forced sellers to pay to have contracts taken off their hands. the business opportunity came as oil markets are oversupplied and storage space is dwindling due to the coronavirus pandemic. these factors made investors desperate to sell oil contracts quickly.
at at&t inc.'s (t) annual meeting on april 24, ceo randall stephenson said he will retire at the end of june, to be succeeded by longtime deputy john stankey. stephenson said he will remain chairman of the company until january, when the company is expected to elect an independent chairman. his exit comes after at&t reached a truce with elliott management, which had pushed for a strategic review of assets and questioned stankey's elevation to heir apparent. elliott manager jesse cohn said the hedge fund supports the move, noting in a statement that "we have been engaged with the company throughout the search process. we look forward to working with john as he begins his term as ceo."
iss has followed glass lewis in recommending that barclays (bcs) shareholders vote to re-elect ceo jes staley. this marks another blow to edward bramson's sherborne investments, which holds a 5.45% stake in the company and has criticized staley over his relationship with convicted sex offender jeffrey epstein. iss said it would recommend staley for re-election at the company's upcoming annual meeting, noting that it believed staley had been "sufficiently transparent with the company as regards the nature and extent of his relationship with epstein." meanwhile, glass lewis recommended staley's re-election and said sherborne's proposal "would entail considerably greater risk and uncertainty." last week, sherborne said it would withhold its vote against staley in recognition of the difficulties posed by the pandemic but stressed its continued belief that he is "unsuitable to continue." further, sherborne called on the board to announce an orderly succession timetable for staley, adding that regulatory probes and staley's role in the attempted unveiling of a whistleblower had damaged barclays' standing.
tegna inc. (tgna) remains locked in a proxy battle with standard general lp, its largest shareholder with a 12% stake. standard general is seeking four board seats. this could be the first significant proxy fight settled at a virtual meeting due to the coronavirus. other companies under pressure from investors also could be forced to settle matters virtually, including usa technologies inc. (usat), commvault systems inc. (cvlt), merit medical systems inc. (mmsi), hc2 holdings inc. (hchc), mednax inc. (md), and gcp applied technologies inc. (gcp). a major issue for both sides is that broadridge financial solutions inc. (br), which prepares, ships, and counts most of the proxies for u.s. companies, lacks a platform to allow for voting at a virtual meeting in a contested situation. according to a broadridge representative, "we have been asked to provide a solution for 'contests' that provides online meeting attendance. every shareholder who is entitled to vote will be able to vote and broadridge's reporting of the votes we process is subject to extensive audit and third-party review." concerns also are being raised about whether investors will be able to adequately participate in the tegna meeting with the technology in place, people familiar with the matter said. "no one ever anticipated we'd ever have to do this," said bob marese, president at mackenzie partners inc., a new york-based proxy solicitor. "faulting broadridge for not anticipating this would be like faulting new york state for not having enough ventilators." at tegna, the sources say advisers are reaching out to investors to ensure they are voting by phone or over the internet well in advance of the meeting. meanwhile, how things will proceed if the vote is too close to call also remains unclear.
box (box), as part of its agreement with starboard value, has added bethany mayer as an independent director to its board. starboard has a 7.7% stake in box. mayer is an executive partner at siris capital group and serves on other boards. in march, box and starboard agreed to add three new independent directors to the board prior to june's annual meeting. former gopro (gpro) cfo jack lazar claimed the first seat.
voce capital management wants shareholders of ondeck capital inc. (ondk), of which it owns 1.3 million shares, to vote against the re-election of three of the company's directors. voce says ondeck has made it clear that it will make no meaningful changes to its strategy, expense structure, or corporate governance despite losing more than 90% of stockholder value since its initial public offering. according to voce, the three board directors most responsible for these failures would be protected until 2023 under the company's proposed de-stagger plan. as such, voce recommends that shareholders vote against these directors.
免费计划软件 net 1 ueps technologies (ueps) has revealed that value capital partners has a 13.4% stake in the company. vcp has engaged in discussions with the company and may request additional discussions, which could cover management, capital structure, and strategic alternatives. vcp has voiced interest in naming candidates to serve on the board.
免费计划软件 egan-jones proxy services has recommended that tegna shareholders vote for all 12 of tegna's director nominees at tegna's 2020 annual meeting of shareholders and to reject all of standard general's nominees. "after evaluating the tenets of tegna and standard general, we determined that voting for the management's slate is advisable, substantively and procedurally fair to, and in the best interests of [the] company and its shareholders...in our view, tegna is in the right track of effectively executing strategies as a pure-play company, which translated to an improved financial and operational performance, and positive shareholder returns versus its peers," egan-jones wrote. "as opposed to what we believe to be standard general's false and misleading claims, we strongly believe that tegna has adequately carried out its m&a transactions by acquiring assets that rendered accretive outcome and value creation. we believe that tegna's board has the right mix of skills, qualifications, and expertise to lead the company to continued growth and trajectory of success. moreover, we commend the company's refreshed board with diverse members, which we believe will deliver substantial contribution to the company wherein innovation and advancement are paramount to its progress. also, given the remarkable performance of the company, we do not recommend standard general's slate, as doing so could disrupt the momentum tegna currently has. unlike the management's slate, we believe that standard general's nominees lack industry experience and a proven track record. in addition, we are concerned with the possible conflicts of interest at other companies where standard general nominees serve. as such, electing the dissident shareholders' slate could pose serious harm to the well-being of the company especially in this time of global pandemic." glass lewis & co. has recommended voting for all tegna director nominees and institutional shareholder services inc. has recommended to withhold on soohyung kim and two other standard general nominees.
fortune contributor dottie schindlinger notes that women still comprise just 20% of public company directors in the united states. this gender gap will continue "if we rely solely on policies like california's new diversity quota law to close it," she writes. schindlinger offers three alternatives. one, congress could change the securities and exchange act of 1934 to expand what the securities and exchange commission (sec) is able to enforce regarding board diversity. this would give the sec the jurisdiction to ensure public companies disclose data about the diversity of their directors and board nominees, but also explain their approach to ensuring board diversity. two, companies could "frontload" the candidate review process and consider only diverse candidates first. "if none of the diverse candidates reviewed by the nominating and governance committee have met the requirements, only then would companies open the search up to candidates that are demographically similar to current board members," she states. finally, the senate could certify the equal rights amendment, which has been ratified by the 38 states required for it to become a formal constitutional amendment.
in a recent interview on bloomberg television, carl icahn indicated that he is not buying stocks currently but is hoarding cash and shorting commercial real estate amid the coronavirus pandemic. he stressed that this is a time to be "extremely careful." according to icahn, the future is too unpredictable for the s&p 500 to be trading at 17 times 2021 earnings estimates. "you cannot really justify that multiple," he said. "short-term, you may have some big downdrafts." icahn noted that he has been talking to "some of the smartest guys" in the medical arena and is concerned about recurrences of the infection. he believes the economy will reopen in "spurts," adding that "it's not like turning on a spigot." many of icahn's larger stock holdings are in industrials such as oil refiner cvr energy inc. (cvi) and auto-parts maker tenneco inc. (ten), which have been hit hard by the pandemic. "we keep it pretty well hedged, but even the hedges couldn't stop us from losing some money," icahn said. on april 20, while the entire world appeared to be selling oil and crude futures dropped to minus-$40 per barrel, icahn said he instructed cvr to make space in its storage tanks and put in orders for 1 million to 2 million barrels. he viewed that as a once-in-a-lifetime opportunity amid the market gyrations.
in november 2019, the securities and exchange commission (sec) announced its intention to "modernize" the rules that govern the process for shareholder proposals to be included in a proxy statement. this introduces a series of unknowns for proponents of maintaining the current shareholder resolution process. shareholder resolutions have become an increasingly popular and effective method to focus on a company’s environmental, social, and governance (esg) performance. according to the sustainable investments institute, 4,372 resolutions were filed between 2010 and 2019, and 43% of the resolutions that went to a vote in 2019 garnered at least 30% support or more. the proposed sec rule changes would raise proposal resubmission thresholds from 3%, 6%, and 10% for those voted on once, twice, or three or more times respectively to 5%, 15%, and 25%. proposals that have been voted on three or more times in the last five years would be excluded. pooling of shares to meet minimal filing thresholds would also be eliminated, and the bar would be raised on the proposal submission eligibility requirements to favor large and long-term investors. proponents of maintaining shareholder access, including the interfaith center on corporate responsibility and investor network ceres, say these shareholder resolutions are an important tool for small investors to influence business practices. back-testing by the sustainable investments institute contends that under the new rules, 30% of the 614 proposals that went to vote between 2010 and 2019 would not have been eligible for resubmission. the proposed changes could even erode shareholder value, as many mutual funds and asset managers are considering how esg issues bear directly on financial performance.
免费计划软件 environmental, social, and governance (esg) factors are increasingly seen as material to the financial wellbeing of a corporation. boston consulting group reports that 46% of investors believe social issues will strongly impact share prices by 2022, in part due to growing concern about portfolio resilience to systemic risks and responsiveness to emerging opportunities from climate change. esg information is considered material because omitting or misstating it can influence decisions that stakeholders make. this means that the shift from prioritizing "risk management" to "value creation" with esg drivers requires acknowledging there are additional issues which are material to a company's operations, finance, and r&d policies. board directors are obligated to oversee the management of esg risks as an extension of their fiduciary duty to the corporation. effective governance explicitly accounts for esg by challenging management to present analysis of the process with and without additional esg hurdles for internal financial capital allocation.
iss special counsel pat mcgurn talks about his perspective on lessons learned during economic crises over the past thirty years and what that means for governance during and after the coronavirus pandemic. mcgurn believes that in contrast to earlier crises, most boards seem to be dealing with the pandemic in a very thoughtful manner. the pandemic likely strains overboarded directors. when the crisis subsides, mcgurn says he hopes some of these directors may evaluate their workloads and reduce them. because some boards have already established ad hoc panels to deal with the pandemic, he expects to see the prevalence of standalone risk panels expand going forward. although some commentators have pointed to "record numbers" of recent poison pill adoptions, mcgurn says boards have shown a significant amount of restraint.
"boards should reconsider the scope of their primary and emergency executive and board succession practices to reflect circumstances arising from the pandemic," writes national law review contributor michael peregrine. recent statements of governance principles, such as those from the business roundtable, place high importance on board planning for chief executive officer and senior management development and succession in both ordinary circumstances and emergency scenarios. there is no established "best practice" on whether such planning should be conducted at the board or committee level. however, there is general consensus as to the key goals of such planning. according to peregrine, these range from "identification of desired candidate qualities and characteristics" to "considering professional growth of internal candidates" to "conversing with the ceo on his/her assessment of candidates for the ceo and other senior management positions."