UPCs We Continue Tracking

We last looked at this subject in mid-December 2023. Since then, one proxy contest ended, while several others began. We now list 13 pending contests, plus a couple of others that took place in 2023. See our earlier post (below) for our explanation of how we put this list together.

Some comments about what we see:

• The significant ones are of course Trian-Blackwells-DIS and SOC-SBUX. We now have AGM dates for each.
• Hammann-POL went to a vote in January, where individual investor Jerold Hammann lost the election badly. Hammann evidently filed no proxy materials, only an exempt solicitation notice. We wonder how he could do this under UPC.
• Focused Compounding continues its project at PRKA, with its terrific open letters. The company has both a special and annual shareholder meeting scheduled, so Focused Compounding has notified the company of intent to nominate candidates at both.
• Paragon continues its proxy contest at OPTT, as the company has adjourned the AGM twice already, failing to gain a quorum, possibly because of Paragon. The vote is currently scheduled for the end of February.

One situation dropped from the list: Kellner-AIM, featuring a significant Delaware Chancery Court decision invalidating both elements of the AIM advance notice bylaw terms and the Kellner advance notice. So, no contested election.

It's both a little early and an awfully small sample to conclude this, but - it seems activists have nominated more candidates, as a percentage of available BoD seats, than in past years. We predicted this could happen under UPC.

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

UPCs We're Already Tracking

You should recall we monitored UPCs closely last year, looking for interesting voting outcomes where UPC changed how shareholders actually elected directors.

We continue this effort here, with several announced proxy contests, and even a couple that took place since we last looked at this in August 2023.

We identify seven pending proxy contests. 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 seven include the first ESG-oriented proxy contest under UPC, where union representatives (SEIU, working through SOC) notified Starbucks of intent to nominate three candidates. It also includes the Trian-Disney contest, where Nelson Peltz indicated his intent to nominate a former DIS CFO and himself. The five others include two ongoing activist situations (Kellner-AIM and Driver-ASRV), and three newer ones. One (Kellner-AIM) should have a vote next week, while the other six will take place in 2024, as five of those don't have an announced AGM date yet.

We saw only two proxy contests with voting outcomes after August 1: Camac-FBRX and Sudbury-LFVN. In both, activists sought more than one seat, and shareholders supported only incumbents. Sudbury did come within a few thousand votes of electing one of their three nominees at LFVN, though.

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