Global activism activity reached pre-pandemic levels in 2023 and this year is poised to set records, according to Diligent’s newly released report covering its 2024 Proxy Season Preview conference. Panelists said the universal proxy card (UPC) is doing double-duty: it’s a potential driver of contests going all the way to a vote and a gateway for nontraditional activists to influence Board composition. One example of that: an uptick in campaigns targeting individual directors who are responsible for ESG oversight and aren’t pulling their weight in the eyes of purpose-oriented activists. Executive pay will also face increased scrutiny in 2024, panelists predicted. Shareholders want clarity on the link between KPIs tied to executive pay and how they drive shareholder returns. The Diligent report suggests that some would-be activists may have sat on the sidelines during the first year of the UPC, but with one year “of the new regime under their belts,” shareholders may be more emboldened in ’24.

In the latest on Disney’s proxy contest with Nelson Peltz, Deadline reported that New York City Retirement Systems backed Disney’s Board with NYC’s Comptroller Brad Lander commenting, “Nelson Peltz’s troubling performance on other company boards raise(s) concerns about the value he would bring to the table...” Separately, Yale’s Jeffrey Sonnenfeld and Steven Tian co-published a piece in the Harvard Law School Forum on Corporate Governance detailing Disney’s outperformance under CEO Bob Iger compared to the performance of companies with Peltz/Trian on the board, ultimately calling Peltz an “illusionist.” Disney, for its part, sent its final brochure to shareholders this week, with Alice in Wonderland’s the White Rabbit urging shareholders to vote the – ahem – “White” card.

A programming note: Be sure to mark your calendars for the 10th Annual Spring Forum on M&A and the Boardroom on April 17th, where Freshfields and the Berkeley Center for Law & Business are bringing dealmakers together in San Francisco to discuss the latest on antitrust and M&A. 

Have a great weekend,

GPP Team

Harvard Law School Forum on Corporate Governance: The Rise of “Sell-Side Activism”: Why It’s Happening and How to Respond

Hunter Stenback and Maggie Dean of Edelman Smithfield point out that a growing number of sell-side reports are now channeling traditional activist letters, with a clear call to action for management teams and boards. Read More

The Wall Street Journal: Activist Politan Plans Second Proxy Battle at Masimo

Lauren Thomas reports on Masimo’s second face-off with Politan Capital’s Quentin Koffey, who is looking to double Politan’s position from two board seats to four and push for the company to separate its consumer business. Read More

Bloomberg: Tinder Owner Adds Two Board Directors After Talks With Elliott

Match Group, the owner of dating apps including Tinder and Hinge, has agreed to ‘swipe right’ and add two directors to its board following increased pressure from Elliott Management, writes Crytal Tse. Read More

M&A

CNBC.com: Home Depot Is Acquiring Specialty Distributor SRS for $18.25 Billion In Huge Bet On Growing Pro Sales

Home Depot aims to expand its offerings to professionals working on large projects through its proposed ~$18 billion acquisition of roofing supplier SRS Distribution, notes Melissa Repko. Read More

The Wall Street Journal: Johnson & Johnson Considers Deal for Shockwave Medical

Lauren Thomas and Laura Cooper reveal that Johnson & Johnson is in talks to acquire medical-device maker Shockwave Medical for $12 billion, the first major deal since the Kenvue spinoff. Read More

Financial Times: Formula One Owner Closes In On €4bn Deal for MotoGP

Matthew Garrahan and Samuel Agini report that Formula One owner Liberty Media is in exclusive talks to buy MotoGP for more than €4 billion after “seeing off a rival bid from TKO.” The potential deal would merge the growing popularity of F1 racing with MotoGP to create the preeminent global racing series. Read More

IPOs

Axios: Investors Show Hunger for U.S. IPOs

Mike Flaherty details how the simmering IPO market this year, including Reddit’s latest high-profile debut, displays how much investors missed initial offerings. Read More

Financial Times: Opinion: Reddit’s IPO is a Regrettable Mis-Step in Corporate Governance

Caroline Escott, Chair of the Investor Coalition for Equal Votes and senior investment manager at Railpen, points out that Reddit’s dual class share structure gives voting preferences to insiders and pre-IPO investors, potentially setting unequal voting rights for shareholders. Read More

ESG

Semafor: Going, Going, Gone Green

Liz Hoffman takes an analytical look at the shifting themes of Larry Fink’s annual letters to BlackRock shareholders, showing a transition from softer concepts like corporate purpose and climate change to his latest letter using familial anecdotes to highlight what he views as an oncoming retirement crisis. Read More

FROM OUR DESK TO YOURS

Despite the torrential rain that seems to mark so many weekends in NYC, GPP enjoyed a comedy show on the Lower East Side last Saturday. Live at the Barbershop is a weekly comedy show featuring a rotating line-up of great comedians in an intimate venue – a real barbershop. Space is tight, laughs are plentiful and perhaps best of all – it is BYOB.

GPPers are watching closely as the NCAA heads into the Men’s and Women’s Sweet 16 portion of the college basketball championships this weekend – with stars like Caitlin Clark, Angel Reese and Mark Sears taking center stage. Arizona point guard Caleb Love has a chance to make history as the first player to compete in two Final Fours with two teams, if the Wildcats can defeat Love’s former school, UNC, in the Elite 8. 

PEOPLE MOVES

• Boeing CEO David Calhoun is stepping down from the company at the end of 2024. Read More

• April 12-13: Conference on AI, Ethics, and the Future of Corporate Governance, Rome
• April 17: The 2024 Berkeley Forum: M&A and The Boardroom, San Francisco
• May 5-8: Milken Institute Global Conference, Los Angeles