Three contests that ended this week show that shareholders continue to flex their muscles in the boardroom.

At payments company WEX, roughly a third of shareholders backed Impactive Capital’s “vote-no” campaign against CEO Melissa Smith. While Smith will stay on as chief exec, the results signal meaningful dissent against her, despite activist Lauren Taylor Wolfe not running a full-blown proxy contest. Over in Milwaukee, Harley Davidson CEO Jochen Zietz eked out a razor-thin 51%-49% win; a loss would have forced Zeitz to submit his resignation, as Harley's bylaws require any director who doesn’t secure majority support to step down. 

The biggest campaign of the season culminated this week with Elliott securing two of four board seats at Phillips 66. Elliott couldn’t convert recent endorsements from ISS and Glass Lewis into a clean sweep, but nevertheless gained significant support from shareholders. Phillips 66 CEO and Chair Mark Lashier posted on LinkedIn to thank shareholders, including company retirees who overwhelmingly voted in management's favor.

“Vote no” and “withhold” campaigns are not simply symbolic – these votes show boards and CEOs are still susceptible to significant shareholder opposition even when activists fall short of complete victory. 

As companies look for ways to thwart activists, The Deal’s David Marcus reports on companies going old school amid an uptick in poison pills as a result of activism, like at Victoria’s Secret & Co. David reports on a new study by Ofer Eldar of Berkeley Law and others which argues that while these shareholder rights plans were originally created to deter hostile takeover bids, they are now more commonly deployed by companies to stop activists from increasing their stakes.

Lastly, we wanted to invite readers to the upcoming Second Annual Conference on AI, Ethics and the Future of Corporate Governance, co-hosted by Wilson Sonsini and Libra Legal Partners in Rome on June 19-20. Senior executives from leading AI companies and large enterprises deploying AI will convene in the Eternal City alongside policymakers, scholars, ethicists and legal experts to examine the ethical, governance and business challenges posed by AI. Highlights will include a keynote from Leo E. Strine Jr., former Chief Justice of the Delaware Supreme Court, and participation by the Holy See. Gladstone Place Partners is proud to be a sponsor.

Have a fun and safe holiday weekend,

GPP Team

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Qorvo’s board expanded to 10 following the election of Starboard’s portfolio manager and head of research Peter Feld in an informal settlement with the hedge fund. Read More

Financial Times: OpenAI to buy Jony Ive’s io Products for $6.5bn

The famed former Apple executive’s hardware startup will be integrated with OpenAI, and Ive and his firm LoveFrom will oversee design and creative across the AI giant’s products. The all-equity deal comes after OpenAI acquired a 23% stake in io last year. Read More

Barron’s: AT&T to Buy Lumen’s Fiber Business for $5.75 Billion

The all-cash deal sent shares of Lumen up more than 10% after falling nearly 30% in the last year. Read More

Reuters: Blackstone bets on soaring power demand with $11.5 billion TXNM Energy deal

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Semafor: Texas business law overhaul would shield Musk pay package and up Delaware stakes

After rewriting much of the state's corporate law this week, few investors will have the capacity to pester mega-cap companies like Tesla with shareholder lawsuits. Read More

Wachtell, Lipton, Rosen & Katz: Corporate Governance Update: A Playbook for Unplanned CEO Transitions

A new memo from Wachtell Partner David Katz discusses why companies can benefit from having prepared plans for sudden, emergency leadership changes, such as from health issues or unexpected departures, including how integrating PR and IR firms can provide boards with external perspectives and advice. Read More

The Wall Street Journal: Jamie Dimon’s Would-Be Successors Audition for the Top Job at JPMorgan

Alexander Saeedy reports from JP Morgan’s annual shareholder meeting, as investors and corporate governance gurus continue to keep a keen eye on succession planning for CEO Jamie Dimon. Read More

IPO

The New York Times: How the Trade War Shaped a Chinese Battery Giant’s Hong Kong Debut

In the world’s biggest listing this year, Chinese battery-maker CATL raised over $4 billion while the stock roared 16% on the Shenzhen exchange. Read More

FROM OUR DESK TO YOURS

If you are a certain age, “Lola” brings back memories of that classic Kinks song, and its unforgettable lyrics by this influential British rock band. “We drank champagne and danced all night, under electric candlelight,” it mused. Other hits even younger readers of this newsletter will know include the opening riffs of “You Really Got Me” and “Waterloo Sunset.”

Well, the song came to mind after a visit to Lola’s, a bit north of “old Soho” in the Flatiron-Nomad neighborhood run by Chef Suzy Cupps. Lola is the Tagalog term for grandma, so Chef Suzy, whose illustrious resume includes Untitled at the Whitney Museum and Gramercy Tavern, pays homage to her Filipino roots and her southern upbringing. The cuisine mixes Southern culture—think crispy fried chicken thighs—and Asian culture, with dishes like lettuce wrapped tilefish. We started with homemade naan right out of the oven alongside her beef tartare with black barley, then moved to short ribs, Bento box of veggies, pork dumplings and the infamous chicken thighs.

Her cooking is familial, not formal, super fresh and local with a fun vibe. The wine list is short but superb. We went with a 2021 Hirsch Vineyards West Ridge Pinot Noir from way up on the Sonoma coast. For a deep dive into the history of Hirsch, listen to Levi Dalton’s podcast “I’ll Drink to That,” interviewing founder David Hirsch.

Back to “Lola,” this line is aging well, “It’s a mixed up, muddled up, shook up world except for Lola.” Ditto for Lola’s on 28th Street.

PEOPLE MOVES

• Novo Nordisk announced that CEO Lars Fruergaard Jorgensen will step down. Novo Foundation Chair and former CEO Lars Rebien Sorensen will lead the search for Jorgensen’s successor. Read More
• MercadoLibre founder and CEO Marcos Galperin will transition to executive chairman 25 years after founding the Latin American e-commerce and fintech giant. Read More
• Tesla appointed Chipotle’s chief strategy officer Jack Hartung to the EV-maker’s board of directors. Read More
• Kimberly Johnson, The Wall Street Journal’s former Deputy Chief News Editor, has joined The New York Times’ business desk as a consumer and industries editor. Read More

•  June 1-3: NIRI 2025 Annual Conference, Boston
• July 9-12: Society for Corporate Governance 2025 National Conference, Colorado Springs

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