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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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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