ANOTHER UPDATE: UPCs We Started Tracking

We last shared our working list of BoD elections under universal proxy at the end of December. Much happened since then, both in voting outcomes and new contests. Activists have done relatively well, with a large number of ambitious new contests in the works.

Since that update, two proxy contests concluded, APD-Mantle Ridge and MATW-Barington. In the former, Paul Hilal and two colleagues won election, gaining three of the four seats it sought. In the latter, Barington failed to win any of the three seats it sought, despite both ISS and Glass Lewis supporting all three Barington candidates.

All told, seven proxy contests have gone to a vote since last fall. In three, activists won all or almost all of the seats they sought. In three others, activists won no seats. In one, AIM-Kellner, Ted Kellner won election to the AIM BoD, the only one out of his four nominees.

Even more interesting, we count a whopping 19 pending proxy contests. At the end of December 2024 we counted only seven pending ones, and one of those (PRTS-Nia) was abandoned. At roughly this point in 2024, we counted 13 pending proxy contests. Note, we include ones for which an activist has filed some form of proxy materials, not merely a news release or other disclosure.

Activists have grown ambitious, as we predicted. Of those 19, ten seek all available BoD seats, while only one seeks just a single seat. The remaining eight seek multiple seats.

This list does not include several contests that were announced and then settled in the past few months, such as KVUE-Starboard, LUV-Elliott, and CVS-Glenview. At all of these, activists nominated multiple candidates, similar to the pending contests here, and settled for most of the seats they sought.

It also doesn't include some significant ones that became public without a preliminary proxy filing, such as HON-Elliott, MIDD-Garden, HSIC-Ananym, PFE-Starboard, and MTCH-Anson. The former four settled or were abandoned, while the latter looks to have just begun.

As always, let us know any questions, comments, suggestions, or corrections.

UPDATE: UPCs We Started Tracking

We typically would not look at proxy contests under UPC so soon after an earlier post (below). Yet, four new situations began in the past month, and three saw voting outcomes in December.

Among the four new ones, experienced activists Barington, Marlton, and Stadium each announced proxy contests. Including those four, we count seven pending contests already for 2025. Five of these seek all available BoD seats, so all members of the 2025 class on a classified BoD. One (TURN-Marlton) looks for a majority of a five-person BoD. Prominent activist Paul Hilal at Mantle Ridge now seeks to elect four directors out of nine at APD. Mantle Ridge previously disclosed it would nominate candidates for all nine seats, so it scaled back its ambitions in the past month.

Three AGMs voted in December alone, typically a quiet month for BoD elections, with mixed success for activists. Activist Wynnefield gained all of the seats (two out of six) sought at TPCS, while Dream Chasers lost both seats it sought at CARV.

And, Ted Kellner finally won election to the BoD of AIM, the only one out of the four candidates he nominated. He ran and lost in 2023, while another activist group lost in 2022. Kellner famously sued AIM over its advance notice bylaw terms, helping activists to defeat some of the more onerous ones.

In December 2023, we counted nine proxy contests (two completed and seven pending). These twelve represent a meaningful increase.

Since September 2024, activists have won all seats they sought at two companies, lost all they sought at two, and achieved the partial result in Kellner-AIM. Off to a decent start, it appears.

Please let us know any questions, comments, suggestions, and corrections.

UPCs We Started Tracking

Once again, we cultivate our hobby of tracking how the universal proxy card (UPC) affects voting outcomes in proxy contests. We did this for 2024 and 2023, the first two years after UPC became a reality, so we return to that subject.

We identify six pending proxy contests, plus two already completed since July 2024. This means ones at US companies subject to SEC rules (including UPC, of course) with at least preliminary proxy materials filed with the SEC. We know of a number of others that activists have announced in the news media or in a Form 13D filing, or that news media have reported. We don't include them here, since we have the greatest interest in voting outcomes. We see a voting outcome only with proxy materials.

The six pending ones include three with AGM dates in December 2024. These include a repeat of the AIM-Kellner proxy contest from last time, and two new ones.

Three others have not scheduled an AGM date, including APD-Mantle Ridge. Mantle Ridge, led by experienced activist Paul Hilal (partner with Bill Ackman at Pershing Square) seeks to replace the entire nine-person BoD of APD, with disclosed costs of at least $3.5 million just for the proxy solicitor fees.

We also saw two proxy contests conclude already, with the activist prevailing in one of them. Politan Capital won both BoD seats it sought at MASI. Its nominees gained a majority after two straight BoD elections, with some interesting shenanigans. This one represents something of a continuation of an earlier contest, as it started in late 2023, and lasted into autumn 2024 after MASI postponed the AGM.

In the other, Biglari Capital failed to win any of the three BoD seats it sought at CBRL. Biglari has agitated for all sorts of stuff at CBRL over several years, so this proxy contest represented a sort of culmination of those efforts. Between the dismal share price performance and awful corporate governance at CBRL, and Sardar Biglari's poor reputation, we rather expect shareholders hoped both incumbent directors and Biglari would lose, but alas that's not how this works, of course.

As before, we welcome your questions, comments, updates, and corrections.