5/7/2024

As Disney Activist Fight Shows, Increased Engagement from Institutional Shareholders Is a Permanent Shift

IR Magazine (05/07/24) Roquette, Jean Benoit

Trian Partners' engagement with Disney (DIS) and its CEO Bob Iger highlights a trend with meaningful implications for listed companies that is transforming their relations with institutional shareholders. The latter, while not activist by nature, have significantly increased their engagement with companies in recent years in order to ensure the quality of their governance and to be in a position, if necessary, to request change. We are far from the time when general meetings were mere rubber-stamping chambers. This new reality originates in the 2007/2008 financial crisis and the relentless rise of passive investment. First, Royal Bank of Scotland’s bankruptcy in 2008 and its deep vulnerabilities in terms of governance were an epiphany to institutional fund managers across the world: they realized their fiduciary duty was not limited to the sole responsibility of making their clients’ money grow but also required supervision of their investee companies to ensure proper governance practices. Many institutional investors’ current behavior can be explained by this new requirement to prove to their clients that they are properly conducting their mandate. Second, the rise of passive investment led active investment managers to drastically increase their engagement with corporates as a way to justify their elevated fees (versus passive funds). This trend of heightened engagement, which is supporting a necessary modernization of governance practices at many listed companies, is happening at a time when financial, operational, social, geopolitical, sanitary and environmental crises are shooting up everywhere. The combination of these crises and institutional activism is a powerful wave impacting the financial reputation of corporates. Leaders are now repeatedly challenged, boards of directors are suddenly engaged with and under pressure, and general meetings have transformed into reputational battlefields. The first pillar of financial reputation remains the company’s financial performance and its ability to execute and deliver. This is the fundamental principle of investor relations and is behind the creation of a trustful relationship with financial markets. But there is now a second pillar based on long-term, constructive and structured engagement with shareholders’ voting teams, and not solely right before AGMs when some resolutions are at risk of not being voted. It is a demanding task that requires heavy work and commitment from many teams: IR, finance, legal, compensation, ESG, and the lead independent director. But the return on investment is real: the process tells shareholders that the company is respectful of their rights and open to their recommendations. They will remember this during hard times. As a consequence, IR teams’ responsibilities have profoundly evolved over the past years to integrate shareholder engagement, a task previously led by the legal team. Put simply, the challenge for the head of IR is not only to search for new investors and build trust but, once they have become shareholders, to look after them up to the vote at the AGM,

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5/6/2024

Focus: Denny's Faces Proxy Vote Over Pig Gestation Crate Pledge

Reuters (05/06/24) Cunningham, Waylon

An upcoming shareholder vote at Denny’s Corp (DENN) could pressure the company to set targets for reducing its use of pork from suppliers that keep pregnant pigs in tight confinement, called gestation crates. The Humane Society of the United States, a shareholder in Denny’s, filed the proposal ahead of the diner chain’s May 15 annual investor meeting. The proposal has been backed by Institutional Shareholder Services, an influential proxy advisory firm which often guides how shareholders vote on hot-button issues. The ISS said this is the first time Denny's had received a proposal regarding disclosing the percentage of group-housed pork in its supply chain, and phasing out gestation crates. The ISS said it conducted an analysis that found that Denny’s lags five rivals by failing to clearly lay out steps it is taking to reduce its reliance on pork suppliers that use gestation crates. According to ISS, Denny’s has used exceptions in its language to “significantly weaken” transparency around its commitment to phase out gestation crates from its supply chain. Known for its inexpensive breakfast menu, Denny’s in 2012 pledged to eliminate from its pork supply chain the use of gestation crates, which the Humane Society describes as solitary cages that “confine pigs so restrictively, they can’t even turn around.” But over the next decade, Denny’s reported no “meaningful progress” and made no targets for achieving its goal, putting it at odds with other chains, according to the Humane Society’s shareholder proposal. “We think it’s time shareholders step in.” In contrast, competitor Cheesecake Factory (CAKE) disclosed that 73% of its pork was gestation crate-free at the end of 2023, and that it plans to eliminate crates from its supply chain by 2025. Denny’s board recommended in an April 4 proxy filing that shareholders vote against the proposal, saying that its requirements would be redundant, unnecessary and inefficient. “Unfortunately the pork supply industry has not evolved as expected," it said. Walmart (WMT) shareholders also will be asked to vote on a similar proposal at its upcoming annual meeting. Walmart recommended that its shareholders vote against the proposal, which it said was unnecessary. "The market does not currently support a speedy transition away from the use of gestation crates," the retailer said in its April 25 proxy filing. McDonald’s (MCD) two years ago faced pressure from investor Carl Icahn to fully eliminate gestation crates from its pork supply chain. He lost his battle to win board seats and shine a light on animal welfare.

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5/3/2024

Elliott’s Coolheaded Copilot

Institutional Investor (05/03/24) Segal, Julie

Jonathan Pollock, who runs the $65 billion hedge fund Elliott Management side by side with founder Paul Singer, joined Elliott in 1989, when it had approximately 20 employees and $250 million in assets. Now it has almost 600 employees. Pollock has been the go-to guy — the levelheaded executive needed to reset relationships — whenever the firm’s deals have hit trouble. “Most of the time, it’s because we have some sort of problem, it got emotional,” Pollock said in a rare interview. “I tend not to be that emotional. I've only been deeply involved in a position if it's come off the rails.” It works best when there are fewer fires, he said. Pollock, 60, one of the most powerful people on Wall Street, is not well known outside the firm and beyond Elliott's investors. Elliott, like most hedge funds, has long wanted more institutional investors. And institutional investors have long wanted fewer fires, fewer headlines about the inevitable mistakes, and fewer public showdowns. That meant Pollock needed to transform Elliott from a loose collection of hypercompetitive investors who disdained bureaucracy — and often didn't communicate with each other — into a firm with processes in place to get to better and more consistent answers and to more effectively tap into the expertise of its people across teams and get them to weigh in on all investment decisions. For decades, Elliott didn't even have its own general counsel, though the firm has relied on legal strategies and scores of lawyers to pore over legal documents looking for loopholes that might unlock profits rivals missed. So Pollock decided to get the firm a lawyer, hiring Richard Zabel as the firm's first general counsel that year. Pollock also brought in a chief operating officer, Zion Shohet, who headed the global regulatory reform and implementation group at Citigroup (C) after the financial crisis. Like Zabel, Shohet wanted to know the firm was serious about institutionalizing. “You always wonder in the back of your head, especially when you're joining a new spot, do they mean what they say, right? Are they going to back me when we're going to have hard decisions to make?” Pollock assured him he would. “At every turn, that commitment has been there,” says Shohet. One source describes Pollock as being able to anticipate the problems and hurdles of any investment: “He's a second- and third-order thinker.” Others note that he can methodically “wade through” an almost endless stream of information about a potential or existing position and see through to the few critical questions that need to be answered or remember obscure parts of similar situations from years before that might provide insight. He draws on a “database of mistakes or successes that he's made in investing,” says one source. In 2020, Pollock pushed for one of Elliot's biggest changes, establishing a firmwide investment committee for the first time and reorganizing around business lines rather than geographies. Because many hedge funds have sprung from the minds and tenacity of one or two people, that structure often remains even after decades of growth, thinning the bench and frustrating talented people who crave bigger roles.

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5/2/2024

Just Keep Communicating: Lessons from Disney's Battle with Activist Investors

PRWeek (05/02/24) Handley, Reed

Effective communication is paramount in today's hyperconnected world, where information spreads rapidly and investor sentiment can sway markets. In Disney's (DIS) confrontation with activist investors, CEO Bob Iger's strategic communication approach proved instrumental in demonstrating a keen awareness of the company's failings and a commitment to meaningful change, ultimately resulting in victory for Disney’s leadership and board of directors. At the heart of this success lies a fundamental principle: acknowledging issues, rather than filtering them, inspires innovation, fosters growth and underscores the critical role of communication in leadership. Last fall, facing mounting pressure from Trian Partners, Iger embarked on a proactive mission to address investor concerns head-on. For every alleged instance of mismanagement, Iger and Disney had an answer: the formation of a succession committee to identify and prepare Iger’s next replacement; a series of bold initiatives aimed at revitalizing every facet of the business, from streaming services to movies to sports; partnership and ownership opportunities with fellow media and gaming giants; endorsements from financial titans, filmmakers and descendants of Walt Disney himself. In corporate leadership, the right communications strategy amplifies the action and intent behind the scenes, ultimately shaping public perception and behavior. Iger’s vision and efforts were bolstered by a robust grassroots communications strategy that recognized the diverse stakeholders invested in the company's success. Targeted social media ads featuring whimsical music and cartoon characters encouraged everyday retail investors to support Disney’s slate of directors, while executives and board members actively engaged major institutional shareholders, highlighting the company’s strides towards streaming profitability and studio revitalization. By openly addressing investor concerns and articulating a clear plan of action, Iger effectively controlled the narrative, mitigating doubts and instilling confidence in shareholders. Disney’s triumph proves that acknowledging challenges and engaging stakeholders openly is not defeatist but rather a strategic imperative for driving growth and value creation. It also underscores the importance of collaboration between leadership teams, legal experts and communications professionals in managing crises effectively. By aligning communication efforts with organizational goals, companies can navigate even the most challenging situations with confidence and resilience.

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5/2/2024

Opinion: Elliott and Warren Buffett Are Now Both Bullish on Japan

Wall Street Journal (05/02/24) Wong, Jacky

Activist and value investors are converging on Japan, according to this "Heard on the Street" column. The smart money may be onto something: With U.S. shares suddenly under pressure from high rates again, hitching a ride on a long-term, structural trend like Japan's corporate-governance reforms may make good sense. U.S. hedge fund Elliott has built a stake in Sumitomo (SSMY), one of the Japanese trading companies Warren Buffett has invested in. Elliott isn't the only one. Berkshire Hathaway (BRK.B), Buffett's investment flagship, owns an 8.3% stake in the company, after raising its stake last year. He has made a killing since he first invested in five Japanese trading companies in 2020. Sumitomo's share price, for example, has more than tripled during the period. These trading companies are conglomerates with businesses spanning from agriculture to retail. They particularly benefited from the commodity boom of the past few years as many own mining operations across the globe. Sumitomo has nickel mines in Madagascar and an aluminum-smelting business in Malaysia, for instance. Investors like Elliott likely also see something more than just cheap valuations: tailwinds from Japan's corporate-governance reforms. Many of these stodgy Japanese companies have long been trading at cheap valuations but had little motivation to trim their bloated balance sheets. Yet Japan's drive to improve corporate governance in the past decade is starting to change things: Companies have slimmed down their stock investments and returned more cash to shareholders. The latest measure from Tokyo's stock exchange: asking companies, especially those with low valuations, to outline plans to improve their corporate value, effectively naming and shaming those that couldn't or wouldn't come up with such plans. Elliott has been on a roll in Japan. But its approach so far has been less confrontational than it's known for in the United States. Japanese management seems more receptive to ideas to enhance shareholder value — as it is also being nudged in the same direction by the government and domestic investors. Japan's push to improve corporate governance is bearing fruit. That will benefit many different types of investors — not just long-term value hunters like Buffett. Increased attention from Elliott and its peers can only help.

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5/2/2024

Why Does BHP Want Anglo American?

The Economist (05/02/24)

Talk of takeover has long swirled around 107-year-old Anglo American (NGLOY), once among the biggest mining companies in the world. On April 25, speculation turned to specifics when BHP Group Ltd (BHP), the $140 billion firm that is today top of the pile by market value, offered to buy its diminished rival (minus Anglo’s South African business) for $39 billion. It then emerged that Elliott Management had amassed $1 billion-worth of Anglo shares, giving it a 2.5% stake. In the following days it raised this slightly, perhaps counting on other suitors to come in and bid up the price. One of Anglo's main products is copper, which is in high demand, particularly as tonnes of it will be needed for the electrification of transport and power in the green-energy transition; the red metal's price has risen by 15% this year. Another is high-grade iron ore, which is in demand for its use in forging green steel. Best of all, from BHP's vantage point, Anglo looks like a bargain. Investors who put $1 into Anglo in 2000 now have $2.50. A dollar invested in BHP has returned $5.70 by comparison. Boss after boss has vowed to turn Anglo round, often stressing its broad portfolio, which extends to exotic commodities like manganese and precious ones like platinum and diamonds. “Simplification for simplification's sake doesn't do anything for us in terms of delivering returns,” Mark Cutifani, a former chief executive, declared in 2021. Duncan Wanblad, who succeeded Cutifani in April 2022, has not changed course. Investors are unimpressed. The day before BHP's offer, the company's share price was down by 47% on Wanblad's watch. Although some of Anglo's businesses, such as precious metals and diamonds, buoy cashflows when times are good, they can be a drain on capital. The platinum operations consumed a quarter of Anglo's capital expenditure in 2023, up from a fifth five years ago. Anglo was also late to the iron-ore boom caused by insatiable demand from Chinese steel mills. To catch up, in 2008, it bought a greenfield iron-ore project in Brazil for $14 billion — the most ever paid for such an asset — only to write down its value in 2013 and again in 2015. To contain overall expenses, in December Anglo announced plans to cut production of copper and iron ore until the end of 2025. It did so even as demand for the metals was rising and rivals were expanding projects. Emboldened by all the attention, Anglo has rejected BHP's initial bid. Markets expect a more generous offer: Anglo's market capitalization has jumped to nearly $45 billion, from $35 billion on April 23.

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5/1/2024

'Everybody Lost': How the War for Control of Republic First Became Such a Debacle

Philadelphia Business Journal (05/01/24) Blumenthal, Jeff

When Republic First Bancorp (FRBK) failed last week, the investors that played prominent roles in its turbulent saga were left with tens of millions of dollars in losses. Greg Braca, the former TD Bank U.S. CEO, said his investment group lost as much as $35 million — not including hefty legal expenses from its long battle with Republic First leadership — when regulators seized the Philadelphia bank on Friday. Braca teamed with South Jersey power broker George Norcross and Parker McKay CEO Philip Norcross to acquire just under 10% of Republic First’s shares in February 2022 when the stock was trading at about $5 per share. The Norcross-Braca group was left holding the bag when the Federal Deposit Insurance Corp. seized Republic First’s assets and flipped them to Fulton Financial Corp. (FULT) after the stock price had bottomed out at 1 cent. Abbott Cooper of Driver Management Co. became the bank's first activist investor when his firm bought shares in Republic First at about $3 a share in the fall of 2021 because Cooper believed that then-Chairman and CEO Vernon Hill was implementing a fast-growth strategy that was not maximizing returns for shareholders. After reaching a settlement with Republic First in late 2022 that gave Driver a seat on the bank's board, the firm sold its stock for about $1 per share last spring. Cooper said his firm and its investors suffered a seven-figure loss. Cooper said he decided to sell the stock because the Federal Reserve was raising interest rates and he felt he had accomplished what he had set out to do — remove Hill and add an ally, Peter Bartholow, to the board. “We couldn’t do anything else,” Cooper said. “There was no near-term catalyst [for improvement in the bank’s performance] and it was just going to be a grind. I am fiduciary to my investors, and it was not good to keep money in there.” Asked if he felt the investment was worth the trouble, Cooper plainly said no. Despite his strategic goals being met, it wound up being a loss for the firm and its investors. “People look at activist investors and don’t appreciate we don’t get paid for putting people on boards or getting rid of CEOs,” Cooper said. “They get paid when the investment makes money.” Driver’s investment was only around 1% of Republic’s stock. Cooper said that, while it could not move the needle on its own with a stake that size, the firm could serve as a catalyst for broader stockholder sentiments. Cooper said the wildcard was litigation involving different combinations of the two activist investors and two factions of the board of directors led by Hill and Republic co-founders Harry Madonna and Harris Wildstein. Once Hill was forced out in August 2022, the Madonna faction and the Norcross-Braca group quickly went from loose allies to being adversaries. Cooper said the Norcross-Braca group essentially wanted to take over Republic First, install Braca as CEO, and not pay a premium to shareholders, which was something he had not factored in when Hill was ousted. “Most people are economically rational. That’s why we settled our proxy fight for less than what we wanted,” Cooper said. “Settling for anything less than what he wanted was foreign to [George] Norcross." “Everybody lost," Braca said of Republic's failure. "And it didn't need to be this way.”

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4/29/2024

Elliott's 2024 Hit List Reaches $100 Billion With Anglo, Sumitomo

Bloomberg (04/29/24) Sahloul, Fareed

Elliott Investment Management has launched campaigns at companies with a combined market value of approximately $100 billion in 2024, according to Bloomberg-compiled data. That’s primarily because of two new stakes: at the UK-listed miner Anglo American (NGLOY) and Japanese trading house Sumitomo (SSUMY). These add to a handful of other high-profile fights started by Elliott this year, at companies including e-commerce provider Etsy (ETSY), online dating group Match (MTCH) and Japanese property giant Mitsui Fudosan (MTSFY). As one of the globe’s most dogged activists with more than $65 billion under management, Elliott is a familiar presence in the boardrooms of blue-chip companies from New York to Tokyo. In recent times, it’s successfully engaged Phillips 66 (PSX), Goodyear Tire & Rubber (GT), BioMarin (BMRN), Constellation Brands (STZ) and Salesforce (CRM). Elliott has also been planning for its next series of bets — gathering billions of dollars in landmark capital raisings and announcing a rare expansion of its top ranks with the appointments of Nabeel Bhanji, Jason Genrich and Marc Steinberg as partners. Bhanji, in particular, has been helping develop Elliott’s presence in Japan, where activist engagements are becoming more common as the government and institutions such as the Tokyo Stock Exchange encourage companies to better manage balance sheets and improve returns. Mitsui Fudosan issued a plan this month to sell assets and boost buybacks, two months after news emerged of Elliott’s stake in the firm. Elliott has already engaged with Sumitomo and shared its perspective on ways to create shareholder value. However, in the short term it’s probably Elliott’s approximately $1 billion stake in Anglo American that’ll garner the most attention, with the miner the subject of ongoing takeover interest from Australia’s BHP (BHP).

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