Shareholder Resolutions: Creating Value or Causing Distractions? T. Rowe Price Says Hold Your Votes

Do shareholder resolutions create shareholder value? T. Rowe Price says no. The investment manager issued a report analyzing shareholder proposals from last year’s proxy season and concluded that over half (55%) are detrimental to investors, writing, in part: “It is a notable and unfortunate development, in our view, that [these] shareholder proposals…can be categorized as either untethered to, or negatively aligned with, economic outcomes for investors.” Jamie Dimon echoed a similar sentiment in JPMorgan’s annual shareholder letter, denouncing the “spiraling frivolousness” of annual shareholder meetings and criticizing the “undue influence” of third-party advisors like ISS and Glass Lewis on proxy matters.

 

Speaking of ISS and Glass Lewis, both proxy advisors weighed in this week ahead of Norfolk Southern’s Annual Shareholder Meeting on May 9. Monday, Glass Lewis recommended investors vote for six of Ancora’s nominees, including proposed CEO Jim Barber. The next day, ISS issued its report recommending eight of Norfolk Southern’s proposed 13-director slate, including current CEO Alan Shaw. Norfolk Southern responded by saying, “ISS's recommendation in favor of a majority of our director nominees underscores the strength and effectiveness of our board…”

 

Finally, activists continue to go global in search of new targets. Elliott Management built a large stake in Japanese trading house Sumitomo Corp. after recent investments in Mitsui Fudosan and previously targeting Toshiba, SoftBank and Dai Nippon Printing. Also, a new report from Diligent Market Intelligence reveals Germany is seeing a resurgence in activist campaigns and has moved into the number two target market for activists in Europe, behind the U.K.


Have a great weekend,

GPP Team

ACTIVISM

Harvard Law School Forum on Corporate Governance: The Proxy Advisory Industry: Influencing and Being Influenced

The study analyzes the role of proxy advisors, showing that although ISS and Glass Lewis wield massive influence in the investment landscape, they are also responsive to investor feedback and evolve according to their preferences. Read More

Bloomberg: Activist Sachem Head Set to Get Delivery Hero Board Seat After Building Stake

Shona Ghosh and Eyk Henning report that food delivery company, Delivery Hero, plans to nominate Sachem Head’s managing partner Scott Ferguson to its supervisory board after investor concern around debt levels and organic cash generation. Read More

Breakingviews: Japan’s Hottest New Activist Isn’t an Activist

Former deputy head of Carlye Japan, Hiroyuki Otsuka, raised over $1B in less than six months from domestic investors for his debut fund, Japan Activation Capital. Read More

CORPORATE GOVERNANCE

Business Insider: More CEOs Are Deciding the Stress, Pressure, and Loneliness Are Just Not Worth the Money

Theron Mohamed ties the latest trend of leadership changes (a record 622 CEO changes at U.S. companies last quarter) with the difficulty of being a leader in today’s world, referencing high-profile CEOs who have bemoaned the loneliness and pressure at the top. Read More

M&A

Bloomberg: Exxon to Conclude Takeover With Pioneer Founder Under a Cloud

The FTC cleared the path for Exxon’s $60 billion acquisition of Pioneer Natural Resources after Exxon agreed to bar Pioneer’s former CEO Scott Sheffield from joining its board due to concerns related to his prior discussions with OPEC, report Kevin Crowley and Leah Nylen. Read More

ESG

Hoover Institution: 2024 Institutional Investor Survey on Sustainability

The Hoover Institution reveals that most investors consider ESG concerns before investing, but governance factors far outweigh environmental and social concerns. Read More

CNBC: World’s Largest Sovereign Wealth Fund Says Green Backlash Is a Chance for It to ‘Phase In’ — Not Out

Nicolai Tangen, CEO of Norges Bank Investment Management, revealed the $1.6T sovereign wealth fund will continue to consider ESG factors in its investments, brushing off the impact of green political backlash. Read More

FROM OUR DESK TO YOURS


It’s been two weeks since we reported from Italy: This time, we take you to the birthplace of the Renaissance, pizza, and negronis!

 

GPPers strolled the streets of Florence with paninis and gelato in hand, toured the vineyards of Tuscany, and floated down the canals of Venice. Beautiful vistas around every turn, especially from the hilltops of Montepulciano and the top of il Campanile di San Marco. And of course, we said ‘Ciao’ to Michelangelo's David in the Accademia Gallery before returning home.

PEOPLE MOVES

  • Peloton CEO Barry McCarthy is stepping down. Karen Boone and Chris Bruzzo will serve as interim co-CEOs, and Jay Hoag was named as chairperson of the board. Read More
  • HSBC CEO Noel Quinn is set to retire, remaining in his post until the bank’s board appoints a successor. Read More
  • Dan Blank has been named co-chair of Goldman Sachs’ Global M&A group. Read More


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