It’s November, and voting is on everyone’s mind — and for activists, it’s not just at the polls. A new Glass Lewis report highlighting voting trends from the 2024 proxy season revealed a major uptick in majority-supported shareholder proposals, up 57% compared to last year. Anti-ESG proposals also continued to increase but with vanishing levels of support: they “represented over 80% of the proposals that received under 3% support in the first half of this year,” according to Glass Lewis. On the other hand, the report also points out a significant decline in the number of failed director and say-on-pay proposals, likely reflecting improved governance practices across companies.

Along with election-watchers, activists’ eyes are also on Pennsylvania, as Allentown-based Air Products and Chemicals faces down the united front of D.E. Shaw and Mantle Ridge, as the former now plans to support its fellow activist’s campaign against the industrial gas manufacturer. Originally proposing its own board challenge, D.E. Shaw instead opted to throw its support behind Mantle Ridge’s nine-person slate of nominees, which also seeks to replace the company’s CEO and chairman. The union marks the most notable activist “wolfpack” engagement of the year, with Reuters’ Svea-Herbst Bayliss comparing it to the situation at Salesforce two years ago where four activists were simultaneously vying for changes. The coordinated effort by Mantle Ridge and D.E. Shaw is a stark contrast to an earlier multi-activist scenario this year, when Nelson Peltz’s Trian and Blackwells launched competing proxy contests against The Walt Disney Company, effectively cannibalizing the dissident vote and undermining their own campaigns.

Meanwhile in Kansas, it’s not wolves but nuns who are at the door. NPR recently wrote about a religious order at a small-town monastery who have become surprising activist investors, filing more than 350 shareholder resolutions in the past 20 years. A great reminder that shareholder influence can come in many forms — whether it’s wolves, nuns or hedge funds.

Have a great weekend,

GPP team 

Financial Times: Key Icahn Holding Sputters in Latest Blow to His Corporate Empire

Antoine Gara reports that CVR Energy, an American oil refinery operator and one of Icahn Enterprises’ largest investments, has suspended its dividend following operational problems, leading to another blow for the stock of Carl Icahn’s holding company. Read More

Bloomberg: Elliott Hunts Bigger Prey, Testing Limits in Barrage of Activism

Crystal Tse and Katherine Burton provide a glimpse into Elliott’s busiest year in the firm’s 47-year history, including recent engagements with Starbucks, SoftBank, Texas Instruments and Southwest Airlines, and note that boards are increasingly choosing to settle rather than wage proxy battles with the activist. Read More

The Wall Street Journal: Pfizer’s Strong Quarter Bolsters CEO’s Comeback Efforts

In its earnings report this week, Pfizer boosted its revenue outlook and speaking to The Wall Street Journal, CEO Albert Bourla reaffirmed his focus on driving value through new drugs, cost-cutting and constructively engaging with shareholders. Read More

Financial Times: Vivendi Activist Urges Shareholders to Oppose Break-up Plan

French media group Vivendi’s plan to split up and list Canal+, Havas, and Louis Hachette Group on foreign exchanges is facing strong opposition from activist investor CIAM, who argues the move undermines minority shareholder rights, report Harriet Agnew and Adrienne Klasa. Read More

ANTITRUST

Reuters: US Court Blocks Tapestry's $8.5 Billion Acquisition of Rival Capri

The FTC struck down the proposed merger between Tapestry, owner of Coach and Kate Spade, and Capri, the holding company behind Michael Kors, among others. Tapestry plans to appeal the ruling, claiming the merger is “pro-competitive and pro-consumer.” Read More

CORPORATE GOVERNANCE

Harvard Law: Failed Say on Pay: How Do Companies Course Correct after a ‘No’ Vote?

Writing for the Harvard Law School Forum on Corporate Governance, David Larcker, Stanford Graduate School of Business Professor, notes that while the Dodd-Frank Act aimed to curb excessive CEO compensation through advisory votes, today 91% of “say on pay” votes succeed. Read More

M&A

Financial Times: Siemens to Buy Simulation Software Group Altair for $10.6bn

Maria Heeter reports that the German conglomerate will acquire the American simulation software company Altair in an all-cash deal and that Siemens is considering a potential sale of its shares or other divestitures to help finance the transaction. Read More

The Wall Street Journal: Barbarians at the Gate: Private Equity Storms Japan

American PE firms KKR and Bain Capital are wrestling for control of Japanese software company Fuji Soft, writes Jacky Wong, a clash that exemplifies private equity’s increased presence and engagements in Japan. Read More

Reuters: Blackstone to Buy US Pipeline Stakes from EQT For $3.5 Billion

Blackstone plans to take over a range of interstate gas pipelines from Pittsburgh-based EQT Corp.  through the buyout firm’s credit and insurance arm. The deal will help the natural gas producer cut down a pile of debt accumulated through its acquisition of pipeline operator Equitrans Midstream earlier this year. Read More

FROM OUR DESK TO YOURS

In the past two weeks, students from both Columbia University’s SPS Strategic Communications and George Washington University’s Women in Business programs visited the GPP office to learn about financial communications. Over lunch, GPPers provided an introduction to strategic financial comms, gave a flavor of our work through case studies and held Q&A discussion panel to share career advice. It was a pleasure to host such engaged and intelligent students!

In the spirit of Halloween, GPPers visited Jimmy Fallon’s Tonightmares, a haunted house at Rockefeller Center. We were led through 10 terrifying rooms, each representing one of Fallon’s personal nightmares. Some of us (not naming names) are still dreaming about the chilling corn maze.

Finally, keep your eyes peeled on Sunday for GPP Partner Felipe Ucrós, who is running in NYC Marathon for the second year in a row. We look forward to seeing what record he breaks. 

PEOPLE MOVES

• Estée Lauder announced the appointment of Stéphane de La Faverie as the company’s new President and Chief Executive Officer, succeeding Fabrizio Freda, who will retire effective January 1, 2025. Read More
• Morgan Stanley CEO Ted Pick will succeed James Gorman as chairman of the company’s board. Read More
• Sports and media-focused investment firm RedBird Capital Partners hired the NFL’s lead lawyer Janet Nova as a partner and general counsel. Read More

• November 12: Latham & Watkins: 2025 Proxy Season: Strategically Preparing for the Upcoming Season, Webcast
• November 12-13: 2024 Berkeley Fall Forum on Corporate Governance, San Francisco
• November 13: CNBC Delivering Alpha, New York
• November 14: Skytop Strategies Engagement & Communication, New York
• November 14-15: University of Texas’ new Director-Executive Summit, Austin
• December 4: The New York Times DealBook Summit, New York

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