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DECEMBER 2025
RESIGNATIONS, REGULATIONS & RESULTS: A YEAR-END GOVERNANCE BRIEF
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Uyeda suggested that when funds or asset managers automatically vote shares solely according to proxy advisory recommendations (particularly votes that influence control) the aggregate voting power could effectively constitute group behavior under Section 13(d) if it exceeds 5% beneficial ownership. He emphasized that such a group would not require a formal agreement; acting uniformly based on the same recommendations could be sufficient.
Currently, there is no indication that other SEC Commissioners share his position, and no pending enforcement actions or proposed rules reflect this interpretation. Uyeda’s comments, however, signal areas where future scrutiny or regulatory exploration may occur.
Under Section 13(d), investors who “act together” and collectively hold more than 5% of a company’s shares must file Schedule 13D, a detailed disclosure form historically associated with activists or investors seeking influence. Many institutional investors instead rely on Schedule 13G, which is designed for passive ownership.
Most major institutions have publicly stated that while they use proxy advisory firms for research and data, voting decisions are made internally through stewardship teams or voting committees, a point likely to become more important if regulators begin probing voting uniformity.
Meanwhile, proxy advisors themselves are evolving. Glass Lewis announced that it will eliminate its single “benchmark” policy by 2027 in favor of fully customized, client-specific voting frameworks, a major shift in the proxy ecosystem.
ISS, while not making a comparable announcement, is also moving toward increased customization for institutional clients, according to industry commentary.
Uyeda has also called for reconsidering the SEC’s long-standing quarterly reporting framework, arguing that Form 10-Q reports add cost without delivering materially new investor information. He proposed shifting toward event-based reporting through enhanced 8-Ks and emphasized the need for regulatory clarity and simplification.
| | While these viewpoints represent the perspective of one Commissioner, they highlight potential pressure points for the 2026–2027 proxy seasons, particularly around automation, beneficial ownership reporting, and the future scope of disclosure requirements. | | | |
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Here’s something we not only rarely encounter in this industry, but have never seen before: a tie vote in an activist proxy contest.
During this year’s contested board election at Charles & Colvard, Ltd. (CTHR), two candidates received exactly the same number of votes at the annual meeting. Incumbents Neal Goldman and Don O’Connell each received 529,671 votes, tying for a seat on the board of directors. he company disclosed this unprecedented outcome in its Form 8-K filed November 25, 2025.
InvestorCom saw this unique outcome first-hand, as we represented Riverstyx Capital as proxy solicitor in this contested election. Riverstyx publicly announced its nomination of four independent candidates ahead of the meeting. All four Riverstyx challengers went on to win election to the five-member board, each with roughly twice as many votes as the incumbents. That left two remaining incumbents — Goldman and O’Connell — competing for the final seat, and in an extraordinary twist, they ended up in a complete tie for the fifth seat.
According to the company's latest regulatory filing, the tie vote “created a vacancy on the Board, which the Board will fill at a future date,” marking an unusual procedural outcome even in highly competitive activist situations.
We’re genuinely curious, has anyone else ever seen an activist contest end in a tie?
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ACTIVIST SOLICITATION CAMPAIGNS TO WATCH:
The table below highlights notable active or recently filed solicitation efforts. These campaigns provide insight into how investors are adapting their strategies ahead of the 2026 proxy season.
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SEASON'S GREETINGS
As we close out the year, the InvestorCom team would like to extend our warmest wishes to our clients, partners, and colleagues. Thank you for your continued trust and partnership. From all of us at InvestorCom, happy holidays!
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STAY AHEAD IN A CHANGING PROXY LANDSCAPE | As the proxy landscape grows more nuanced, issuers are encouraged to stay ahead of evolving trends in shareholder engagement. Investorcom provides tailored proxy solicitation, proactive stock surveillance, and strategic governance advisory services designed to keep you informed, engage effectively with shareholders, and anticipate key voting trends. We help clients navigate this changing proxy environment. Contact us to learn how we can support your next vote! | |
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InvestorCom At The 5th Annual Palm Beach Corp Gov Forum | |
InvestorCom once again took part in the 5th annual Palm Beach CorpGov Forum which has become a cornerstone event for business and governance leaders, offering timely discussions on the issues shaping today’s markets.
Last year’s expansion to a two-day format proved to be a major success, creating space for deeper conversations and meaningful networking. The attending ICom team was delighted to reconnect with peers and form new industry relationships. At the Forum we encountered another robust agenda and the opportunity to hear from leading voices across the investment and governance community including InvestorCom President and CEO John Glenn Grau.
Thank you once again for hosting this influential event John Jannarone, and Jarrett Banks, MBA
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The Art of The AGM: Strategy, Shareholders, And Seamless Execution | In a recent conversation hosted by Christopher P. Skroupa, Founder & CEO of Skytop Media Group, InvestorCom President & CEO John Glenn Grau discussed the dual forces shaping a successful Annual General Meeting (AGM): | | |
Nashville Summit on Shareholder Engagement And Governance | There was a strong turnout at the Second Annual Public Company Shareholder Engagement Summit in Nashville, hosted by Barnes & Thornburg LLP in partnership with NACD (National Association of Corporate Directors) Nashville and Vanderbilt University Law School. The conversation was both dynamic and thought-provoking, touching on shareholder engagement, corporate governance, and emerging issues like AI and data security. | | |
Askeladden Capital And AstroNova Forge Cooperation Agreement | |
We are proud to congratulate InvestorCom client Askeladden Capital on reaching a Cooperation Agreement with AstroNova, Inc. (Nasdaq: ALOT); a development that reflects broader trends shaping corporate governance today.
In recent years, cooperation agreements have emerged as a key mechanism for balancing shareholder perspectives with corporate strategy. Unlike more adversarial engagements, these agreements demonstrate how constructive dialogue can lead to outcomes that align investor priorities with long-term company performance. They often touch on board composition, governance best practices, and strategic direction; all critical to sustaining shareholder value in an increasingly dynamic market.
The agreement between AstroNova and Askeladden Capital illustrates this shift toward collaborative engagement, underscoring how investors and companies are finding common ground to advance shared objectives. This approach not only helps avoid the distractions of prolonged disputes, but also positions both parties to focus on opportunities for growth, operational resilience, and governance enhancements.
For InvestorCom, it’s especially rewarding to see our clients drive outcomes that contribute to this evolving landscape. Agreements like this one signal to the market that active investors and public companies can work together constructively, shaping governance practices in ways that strengthen both trust and performance.
To read more about the announcement, please see the coverage below:
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Hudson Global And Star Equity Holdings Announce Closing of Merger | |
Congratulations to our clients Hudson Global and Star Equity Holdings on the successful closing of their merger. This transaction marks a significant milestone for both organizations as they combine resources, expertise, and market reach to create new opportunities for growth and shareholder value.
Mergers and acquisitions continue to play a defining role in today’s corporate landscape, particularly as companies seek scale, operational efficiencies, and competitive positioning in rapidly evolving industries. Strategic combinations such as this one highlight how organizations are navigating market shifts by strengthening their platforms and enhancing their ability to deliver long-term value.
For InvestorCom, it is especially rewarding to see our clients at the forefront of these transformative moves. By uniting Hudson Global’s capabilities with Star Equity’s strategic vision, the newly combined company is well-positioned to capture emerging opportunities and drive sustained performance for investors.
Read The Full Announcement Below:
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InvestorCom Wraps Up The 2025 Summer Intern Program With CNBC Visit at The NYSE | |
We are grateful to CNBC and Jenny Van Leeuwen Harrington for hosting InvestorCom as we conclude our 2025 Summer Intern Program. Our interns had the opportunity to engage directly with leading financial media professionals, gaining insights into market trends, corporate governance, and the intersection of media and investing.
Experiences like this underscore InvestorCom’s commitment to fostering talent while sharing our expertise in stock surveillance, proxy advisory, and corporate governance. We’re proud of our interns’ dedication not only in the meaningful contributions they’ve made to InvestorCom, but also in the growth and skills they’ve developed personally. Their work this summer has been integral to our operations, and we look forward to seeing how they continue to build on these experiences.
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ICOM PRESIDENT AND CEO MODERATES A PANEL AT SKYTOP | Skytop Strategies brings together leaders, innovators, and advocates for smarter shareholder engagement and we’re just getting started. From corporate raiders to ESG-focused campaigns, shareholder activism has come a long way since the 1980s. At Skytop, we unpacked the evolution of greenmail, and what the rise of activism means for today’s issuers. See you at the next Skytop conference! | | |
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