UPDATE: UPCs We're Tracking

Earlier (below) we listed a number of proxy contests under UPC. Here we update this listing:

• add one that we missed (Stilwell-PFBX)
• add three earlier ones that we mentioned but didn't make it onto the table (Land & Buildings-AIV, Mangless-ZVRA, Hestia-PBI
• saw the outcome of three in the past week or so (Seidman-BLFY, WM Argyle-BWEN, and Icahn-ILMN)
• learned of the ASM date at Sarissa-ALKS
• add the outcome for the seven contests on the table, shown as number of activist BoD seats won compared to the number sought.

Thus, we now have a total of seventeen proxy contests that will have proceeded under UPC by the end of July 2023. Ten of these still have ASMs, so a few may settle. Among the seven with a voting outcome, activists won at least one seat at four companies.

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

UPCs We're Tracking

We've monitored many developments in the new universal proxy card (UPC) rule, including initial reactions, SEC interpretations, and the first few director elections contested under UPC. Rather than recap all of that here, you can find links to that range of resources at the UPC website.

We've seen three such elections with a voting outcome:

• Land & Buildings-AIV
• Mangless-ZVRA
• Hestia Capital-PBI.

Activists prevailed in all three.

We wondered what else to expect in the next few months. Here, we list thirteen other proxy contests we've seen so far in 2023 that may get to a shareholder vote between now and July 2023.

These situations feature a live BoD election. In other words, the activist and company filed definitive or preliminary proxy statements, with a couple of exceptions. Most of these situations involve US-domiciled companies. A couple are not, yet are traded on a US exchange, and thus subject to the UPC rule.

In 2023, we've seen many other situations where an activist announced an intention to nominate candidates, identified nominees in a news release, or otherwise made noise about a proxy contest. We don't yet include these, and plan to update this list as these situations develop.

Some comments:

• At BLFY, the activist nominated candidates for an ASM that took place last week. We have not seen any public information about the outcome.
• We talked about Driver-FFWM earlier, as FFWM initially declined to include some Driver candidates, but since agreed.
• At RMBL, the company announced the date for the ASM, while the activists and the company have not yet filed proxy statements. It looks serious enough to include it here.
• For NROM and ALKS, the company has not yet scheduled the ASM. We expect it to take place in July 2023 based on past meetings, so we also include it here.

We'd gladly include others we may have missed, so please get in touch with omissions or corrections.