2/10/2026

UK-Based Fund Calls for LG Chem’s Sale of 10% Stake in LG Energy Solution

BusinessKorea (02/10/26) Young-sil, Yoon

Palliser Capital submitted a shareholder proposal ahead of the LG Chem’s (KRX: 051910) annual general meeting in March. The proposal calls on LG Chem to reduce its stake in LG Energy Solution (KRX: 373220) to below 70% and use the proceeds to repurchase and cancel treasury shares. On Feb. 10, Palliser Capital said it submitted the shareholder to LG Chem the previous day. LG Chem currently holds a 79.38% stake in LG Energy Solution, and Palliser is demanding that the company sell or otherwise monetize an additional stake equivalent to about 10%. Palliser Capital launched its campaign last year, identifying itself as a top 10 long-term shareholder that had secured more than a 1% stake in LG Chem. However, it is reported to have reduced its stake to 0.67% as of the end of last year after selling some shares. For large listed companies, a shareholder proposal can be submitted if one holds a 0.5% or higher stake with voting rights for more than six months. In addition, Palliser Capital requested an amendment to the articles of incorporation so that shareholders can make advisory shareholder proposals through the general meeting of shareholders. It also called for the introduction of a lead independent director system to serve as a bridge between the board of directors and shareholders, and requested that the measure be formally stipulated in the articles of incorporation. Palliser further urged LG Chem to disclose its net asset value (NAV) discount rate and review its executive stock compensation structure by linking it to the NAV discount rate and return on equity. James Smith, chief investment officer of Palliser Capital, said, “The market value of LG Chem’s stake in LG Energy Solution exceeds LG Chem’s own market value by more than 3.3 times. In this illogical situation, it is difficult for shareholders to understand why LG Chem has not taken measures to correct the problem.” Smith added, “The board will recognize the clear benefits this shareholder proposal will bring to all stakeholders and LG Chem. Domestic and international institutional investors agree that decisive and substantive measures are urgently needed to resolve the structural issues that are causing a discount in LG Chem’s corporate value, and that such measures are also in line with the current policy direction of the South Korean government.” Meanwhile, LG Chem said, “We are currently reviewing the shareholder proposal internally.”

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2/10/2026

MarineMax Responds to the Donerail Group’s Public Letter to Shareholders

Business Wire (02/10/26)

MarineMax, Inc. (NYSE: HZO), the world’s largest recreational boat and yacht retailer, marina operator and superyacht services company, today issued the following statement in response to the recent public letter to shareholders from The Donerail Group, Inc.: MarineMax maintains an active and ongoing dialogue with many of its shareholders, including Donerail. In fact, just a few weeks ago, Donerail itself affirmed in a private letter to our Board of Directors that Donerail has “engaged extensively with the management team and the [Board]” and has “appreciated” that engagement. Our engagement with Donerail has included in-person meetings, including a site visit to our Clearwater, Florida operations, and a meeting with the Independent Chairperson of the Board. Following Donerail’s recently announced unsolicited indication of interest to acquire the Company, the Company promptly responded to Donerail with customary questions aimed at facilitating the Board’s evaluation of Donerail’s interest, funding sources and execution certainty. The Board is committed to evaluating any credible proposal that has the potential to enhance value and, with the assistance of independent financial and legal advisors, will continue to carefully review Donerail's Indication of Interest in good faith, consistent with its fiduciary duties. Donerail's claim that MarineMax has “not offered any productive engagement” is patently false, and we are disappointed that Donerail would ignore the Board and management team's track record of collaborative dialogue, which Donerail itself has privately acknowledged and commended. Further, we strongly disagree with many of the other assertions and analyses contained in Donerail’s letter. Like other companies in the outdoor recreation industry, MarineMax has been impacted by external macroeconomic factors including softer retail demand, higher interest rates, tariff uncertainty and geopolitical instability. Despite these headwinds, we have continued to deliver solid operating results, strengthen our balance sheet and invest in initiatives that enhance value for our shareholders. This disciplined execution has translated into total shareholder return outperformance relative to our closest peer, OneWater Marine, Inc., over the past one-, two-, three-, four- and five-year periods — a fact that Donerail has inexplicably (and conveniently) chosen to overlook. The Board is unanimous in its support for MarineMax’s CEO, Brett McGill. Since he was appointed CEO in 2018, Mr. McGill has successfully transformed MarineMax into the world’s largest recreational boat and yacht retailer, marina operator and superyacht services company. Under Mr. McGill’s leadership, MarineMax has more than doubled revenue and Adjusted EBITDA, maintained resilient gross margins above 30% for 21 consecutive quarters and expanded strategically into new markets and higher-margin services, marinas, and superyachts. These efforts have resulted in a more diversified, resilient and growth-oriented business. MarineMax also remains firmly committed to thoughtful and ongoing Board refreshment, ensuring the right balance of skills, experience, and diverse perspectives to guide the Company’s strategy and oversight. Since 2021, the Board has appointed five new independent directors including, most recently, Daniel Schiappa, a seasoned technology and cybersecurity executive, and Odilon Almeida, an experienced global payments software and solutions CEO. Furthermore, since 2024, seven directors have transitioned off the Board. The Board is focused on strengthening MarineMax’s portfolio of products and services, investing in higher-margin initiatives, improving operational efficiency, enhancing the Company’s financial profile and delivering exceptional customer experiences. The Board is confident that the reelection of Mr. McGill, and each of the Board’s nominees, at MarineMax’s 2026 Annual Meeting will support the successful execution of these initiatives and advance the best interests of all shareholders.

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2/9/2026

Donerail Group Wants to Oust MarineMax CEO

Tampa Bay Business Journal (02/09/26) Georgacopoulos, Christina

The Los Angeles investment firm behind a recent $1.1 billion takeover offer for MarineMax (NYSE: HZO) has launched a campaign to remove the Oldsmar boat and yacht retailer’s longtime CEO. In a letter on Monday, Donerail Group urged shareholders to vote against the reelection of CEO Brett McGill to the board of directors, claiming he is responsible for strategic missteps that have undermined the company’s performance. Donerail Managing Partner William Wyatt further claims a “culture of nepotism” has impaired independence and accountability within MarineMax’s boardroom and eroded shareholder trust. A failure to receive a majority of shareholder support for the board position during MarineMax’s annual meeting next month would essentially amount to a vote of no confidence, and, in that case, McGill should step down as CEO, Wyatt said in the letter. McGill has been MarineMax CEO since 2018, when he succeeded his father and the company’s founder, Bill McGill. Donerail has received commitments of support from a handful of MarineMax’s other largest shareholders, believed to amount to 25% or 30% of the votes needed, a person familiar with the matter told the Tampa Bay Business Journal. At least two other large shareholders have previously raised concerns about the company’s performance and urged the board to conduct a strategic review. Donerail is taking its efforts public after numerous attempts to privately engage with the board of directors, according to Wyatt. Donerail proposed the unsolicited buyout offer on Jan. 13 and made a second, more detailed proposal on Feb. 1, but MarineMax’s board of directors has not productively engaged with either offer, Wyatt claims. The proposals follow a monthslong effort to get an audience with MarineMax management. Last summer, Donerail made nine requests to meet and present the firm’s grievances, which were ignored, Wyatt said in the letter on Monday. Donerail later requested that the board hold a no-confidence vote on McGill’s position as CEO in November. Whether a vote was held is unknown, but several directors have since stepped down from the board since then, public disclosures show. The lack of accountability and transparency in MarineMax’s C-suite is a risk to the company’s long-term performance, Wyatt said in the letter. MarineMax shares have fallen 35% over the last five years, and quarterly earnings have been missed during eight of 13 quarters since late 2022, Wyatt said.

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2/9/2026

HoldCo Backs Off Two Proxy Fights After KeyCorp, Eastern Make Changes

Reuters (02/09/26) Herbst-Bayliss, Svea; French, David

HoldCo Asset Management said on Monday it will not pursue proxy fights at KeyCorp (KEY.N) or Eastern Bancshares (EBC.O) after the two regional banks agreed to the main changes the investor pressed them to make. "In light of the recent changes the Board and management made, HoldCo does not intend to pursue a proxy contest at the 2026 Annual Meeting," the hedge fund wrote about KeyCorp, a $26 billion market-cap lender, and Eastern, valued at $5.2 billion, in a presentation released on Monday. The hedge fund that invests mainly in banks launched campaigns at five regional banks last year and has, for now, concluded all of them. Its portfolio managers Vik Ghei and Misha Zaitzeff are scheduled to speak at the UBS Financial Services Conference on Monday. At KeyCorp, HoldCo asked the board to stop making bank acquisitions, use excess capital to buy back shares and remove its lead independent director and board members who signed off on the bank's acquisition of First Niagara a decade ago. In December, KeyCorp Chief Executive Chris Gorman said, "We have no interest in purchasing a depository." The bank also said it plans to buy back $300 million of stock in the first quarter and expects to repurchase similar amounts in subsequent quarters this year. It also named a new lead independent director and nominated two new director candidates for election this year. Following the changes, Ghei and Zaitzeff wrote in the presentation that Gorman, the CEO they had earlier sought to oust, is the "right leader for the institution going forward." At Eastern, HoldCo asked the storied Boston financial institution to say publicly that it will not make future bank acquisitions, set a common equity Tier 1 capital ratio of between 10% and 11% and say publicly that it will use excess capital to buy back shares. Robert Rivers, the bank's executive chairman, said in January, "We will not pursue any acquisitions as we are completely focused on organic growth and returning capital to our shareholders." Additionally Eastern said it would "aggressively return capital to shareholders" and manage toward a CET1 ratio of 12%. Ghei and Zaitzeff wrote that they were toasting the bank's leadership for making these changes. HoldCo made a splash in September when it signaled plans to launch a proxy fight at Comerica to put pressure on the bank to sell itself after underperforming for years. Earlier this month Fifth Third (FITB.O) completed its merger with Comerica to become the ninth-largest U.S. bank. In quick succession, HoldCo then pushed for changes at Eastern, First Interstate BancSystem (FIBK.O), Columbia Banking System (COLB.O), and KeyCorp, wading into a sector investors had long avoided. First Interstate and Columbia also agreed to the main changes HoldCo sought.

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2/9/2026

Workday Names Co-Founder Aneel Bhusri as CEO in AI-Driven Shift

Reuters (02/09/26) Kachwala, Zaheer

Workday (WDAY.O) said on Monday co-founder Aneel Bhusri will return as the company's CEO, replacing Carl Eschenbach, as the human resources software provider looks to leverage artificial intelligence and shore up demand. Shares of the company fell 5% in early trading after the announcement, which is effective immediately. Workday has been navigating an increasingly consolidated industry with larger rivals using their strong balance sheets to buy out smaller firms and grow market share while enterprises tighten certain tech budgets owing to economic uncertainty. "AI is a bigger transformation than SaaS (software as a service) — and it will define the next generation of market leaders. I'm energized to return as CEO," Bhusri said in a statement. The company in September announced a deal to buy AI firm Sana for about $1.1 billion as it pushes to stay competitive. Around the same time, investor Elliott Management unveiled a stake of more than $2 billion in Workday and lauded its leadership, citing the HR firm's strong progress in recent years. Up to last close, the company's shares had fallen over 24% this year after slumping nearly 17% in 2025, signaling waning investor confidence in the firm's growth strategy. Last week, the firm said it would cut around 2% of its workforce and expected fiscal fourth-quarter and full-year financial results to be in line with the forecast provided in November with the exception of operating margin.

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2/9/2026

Impactive Capital Nominates Four Candidates to Fintech WEX's Board

Reuters (02/09/26) Srivastava, Prakhar

Impactive Capital has nominated four candidates for election to the board of WEX (WEX.N) at its upcoming annual shareholders' meeting, the investor said on Monday, ramping up pressure on the fintech company. Impactive said its nominations would bring fresh perspectives and relevant expertise, restoring investor confidence and improving shareholder returns. The investor's nominees are Kurt Adams, Ellen Alemany, Ken Cornick, and Lauren Taylor Wolfe, whose combined experience spans areas including payments, financial services and governance. Reuters reported in late 2025 that Impactive had selected a handful of director candidates with experience in banking and payments to serve on WEX's board. "We cannot afford another year of value destruction under a board that appears determined to avoid accountability and is unwilling to act with urgency," Impactive said, adding that the "widening gap versus its closest peer, Corpay (CPAY.N) is increasingly alarming." WEX's spokesperson told Reuters, the company "has taken decisive actions to strengthen its performance and closed 2025 with record revenue," adding that "while we are not satisfied with the stock price, we note that our stock has outperformed WEX's industry peer group year-to-date and over the one and five-year trailing periods." Impactive holds a 5% stake in WEX, according to a regulatory filing. The investor added that it had urged WEX's board to hold management accountable and focus on disciplined pricing, cost efficiency and simplifying the business to improve returns and unlock shareholder value. Instead, the company has pursued mergers and acquisitions with questionable strategic fits, Impactive said. "Members of WEX's board and management team have engaged with Impactive's principals dozens of times and have thoughtfully considered Impactive's input on strategy, capital allocation, and board composition," the WEX spokesperson said.

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2/9/2026

Japan Says Companies Can Rebuff Unsolicited Bids amid Takeover Risk Concerns

Reuters (02/09/26) Yamazaki, Makiko; Shimizu, Ritsuko

Japanese companies are not obliged to accept unsolicited takeover bids even when offered large premiums, an industry ministry official told Reuters, amid growing concern about the targeting of leading firms by activist investors and foreign acquirers. Corporate Japan has seen a wave of unsolicited takeover offers since the country's powerful industry ministry introduced a code of conduct for mergers and acquisitions three years ago to crack down on excessive defensive tactics and encourage healthy industry consolidation. However, there is also growing unease in the government of Prime Minister Sanae Takaichi, a hardline conservative who won a landslide election victory on Sunday, that Japan could lose access to critical technology through such takeovers. The Ministry of Economy, Trade and Industry (METI) will emphasize the right of companies to rebuff bids in an update to the merger code planned for May. "The board has the right to say no, if it believes that incumbent management can better enhance corporate value, or if it judges that a buyer could later engage in asset stripping or extract technology," said Hiroyuki Sameshima, director at METI's corporate system division. The change risks disappointing investors who want more emphasis on shareholder returns and argue companies can cite a vaguely defined concept of corporate value to avoid engagement with potential acquirers. Sameshima said shareholders can ultimately decide whose plans are more credible, based on disclosure by both the board and the bidder. "I want to be clear that the purpose of this update is not to encourage companies to implement takeover defense measures," he said, adding that the changes are unlikely to slow the rise in unsolicited bids. Merger and acquisition activity involving Japanese firms hit a record 35.7 trillion yen ($228 billion) last year, according to Recof Data. Eight unsolicited bids were launched with half of those successful. Taiwan's Yageo (2327.TW) made a successful unsolicited bid for Shibaura Electronics last year in a landmark deal, while Canada's Alimentation Couche-Tard (ATD.TO) dropped its bid for Seven & i (3382.T), citing a lack of engagement. While M&A guidelines "have made the management more conscious of share prices, there have been takeover cases where the acquirer's managerial capability is questionable," said Kazunori Suzuki of Waseda Business School. More disclosure around the buyer's assumptions such as expected sales growth and cost cuts will help to form judgements about the feasibility of takeovers, he said, but added that it would be impossible to prevent shareholders focused solely on exiting at a high price from tendering.

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2/9/2026

Swiss Watch Giant Gets Bullish as an Activist Pushes for Change

Bloomberg (02/09/26) Catelli, Allegra; Hipwell, Deirdre

Steven Wood’s one-man mission to overhaul the governance and culture of Swatch Group AG (OTCMKTS: SWGAY) just became a lot harder. The Swiss watchmaker and its plain-talking, cigar-smoking Chief Executive Officer, Nick Hayek, may have spent most of the past two years disappointing shareholders with tumbling sales and shrinking profits, but last month they surprised with an upbeat outlook and bullish predictions of a recovery this year. The market reaction was dramatic. The company’s shares — the most shorted in Europe — had their best day ever, and are up 15% this year. It was a timely riposte from Hayek, the son of Swatch’s founder, as Wood’s push to get on the board enters its second year. The CEO says he’s not troubled by the campaign, but recent statements suggest the company isn’t taking any chances. Days after the updated forecasts, it nominated its own new board member, which it said would strengthen governance. The implied message from Hayek to shareholders: Trust him and don’t side with the outsider. The Hayek name is synonymous with the Biel-based company and the family is the dominant force, with 44% of voting rights and three board seats. The CEO has a testy relationship with investors and enjoys baiting them, once with a gimmick to publish the annual report in a format so small it required a magnifying glass to read it. Wood, the founder of U.S.-based Greenwood Investors, argues that change is needed, particularly to loosen the family’s grip. He says he has support, and it may not be a one-man mission for much longer. Geneva-based Ace & Company plans to back Wood at this year’s AGM, as does BWM AG, according to people familiar with the matter. The activist campaign comes as Swatch deals with a challenging market. Swiss watch exports haven’t been this weak in more than 40 years, and 2025 sales at the company were the lowest since 2010, excluding the Covid-induced slump. Swatch’s reach into the industry is extensive, stretching from luxury names like Omega and Harry Winston, to Longines and its namesake low-cost brand. It also owns numerous component manufacturers. In addition to external pressures — a strong Swiss franc, sluggish demand in China and raw material prices — some say the company has underperforming brands and are critical of its huge inventory stockpile. Despite the recent gains, the shares are down about 43% from their post-pandemic peak. “We wonder whether Swatch Group will remain the ultimate value trap as long as management refuses to acknowledge that the watch market has undergone a crippling downsizing — particularly in the entry-level segment — and to adjust production capacity accordingly,” said Jean-Philippe Bertschy, an analyst at Vontobel. Last year, proxy advisor Institutional Shareholder Services recommended shareholders vote against the reelection of directors, citing a lack of board independence. Advisor Ethos Foundation, which says Swatch is “not in line with best practices,” backed Wood when he tried to get on the board in 2025. Swatch was formed in the 1980s in a merger guided by Nick’s father, Nicolas Hayek. It takes pride in its Swiss heritage, and to many it almost single handedly saved the watch industry during the quartz crisis, when competition from battery-powered Japanese timepieces destroyed businesses and jobs in Switzerland. A dual-class share structure means the Hayek’s registered shares have outsized voting power relative to their stake. This form of governance has come under pressure in Switzerland, and some firms have abandoned it. Hayek, 71, has been CEO since 2003 and a director since 2010. His sister, Nayla, is chair of the board, and has had a seat for 30 years. Of the remaining five board members, one is Nayla’s son, and three others have been there for at least 15 years. Wood, who has a 0.5% holding, was blocked from joining the board last year. He’s argued that the decision breached Swiss corporate law, which Swatch rejects. The investor also says there’s a “culture of caution,” with few inside the company willing to say anything at odds with the family. “The Hayeks are very important for the history and the future of Swatch,” he said. “But I strongly believe that Swatch would benefit from a refreshment of the board with members that are able to express an opinion openly.” Swatch’s profit margin fell to just 2.1% in 2025. The company has a policy of maintaining jobs and production to be ready for an upturn, as well as about 7.3 billion francs ($9.4 billion) in inventory. It’s a costly exercise that has its critics. “Swatch Group has a massive production overcapacity that can be solved only by selling some production units or closing them down,” said Oliver Müller, founder of industry advisor LuxeConsult. “As brutal as it may sound, you can try to swim against the tide, but at some point you will drown by exhaustion.” CEO Hayek rejects the inventory criticism, saying it’s “long lasting, fantastic products or movements, it’s not an issue.” The company has had recent successes, including the Tissot PRX and the Omega-Swatch “MoonSwatch” that became a global phenomenon. But these are isolated cases and industry watchers say the group needs to do more to capitalize on the high-end segment, the strongest part of the market. Omega is the big earner: LuxeConsult and Morgan Stanley (NYSE: MS) estimate that it accounted for about 75% of the group’s operating profit in 2024, a share that’s probably since grown. One option for Swatch would be to streamline its portfolio, which is happening elsewhere. Richemont (OTCMKTS: CFRUY) sold Baume & Mercier last month, and there’s been speculation that LVMH (OTCMKTS: LVMUY) will offload Zenith. Wood is set to propose himself as the bearer shareholders representative on Swatch’s board and introduce a package of reforms, including new board members and an independent chair for the compensation committee. The activist faces many hurdles. He’s currently trying to confirm his 0.5% holding to the company after his latest submission was rejected by the Hayeks over documentation. Wood has since slightly increased his stake to get around the issue. He’s also sent an explainer package to help investors tackle the complicated process Swatch has in place for bearer shareholders to be able to vote. Investors need a letter from a custodian bank confirming their holding and blocking the stock from being traded. They then send this letter to the company — by post — to receive documentation on how to register. “The fact that shares cannot be freely traded restricts many investors from exercising their voting rights,” said Andrea Bischoff, managing director at Sodali & Co., a consulting firm specializing in governance. Wood is hoping his fact sheet will get more shareholders set up to vote in May, backing his proposals. “The idea is just to break the concentration of power of two people and open it up,” he said. “I made my proposals so standard that I hope that the family could support some of them because if they're against all of them, then they're publicly declaring that they are against basic governance and Swiss standards.”

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