What’s New In Activism – Change At OKWave
Two directors lost their seats and five dissidents gained representation on the board of Japanese technology company OKWave, following a successful proxy campaign led by a coalition of shareholders.
Following the August 25 special meeting, the company revealed the board shake-up saw directors Michio Fukuda and Masanori Nozaki lose their seats.
Q2 2022 hedge fund letters, conferences and more
The slate of dissidents included Hajime Sugiura, Junpei Kudo, Atsuno Kuramochi, Mineyoshi Yamamoto, and Takayuki Miyamoto.
The investor group had consistently argued that the Japanese company was in dire need of a revamp to remedy years of underperformance.
In putting forward its slate, the activists criticized OKWave's board composition of "mainly founding members" as well as its lack of former employee nominees.
Activism chart of the week
So far this year (as of August 25, 2022), 12 Japan-based basic materials companies have been publicly subjected to activist demands. That is compared to five in the same period last year.
Source: Insightia | Activism
BHP Group Ltd (NYSE:BHP) shareholders submitted a proposal calling for the Australian mining firm to align its company policy with the goals of the Paris Agreement ahead of its annual meeting later this year.
The resolution, filed by the Australasian Center for Corporate Responsibility (ACCR), requested BHP "proactively advocate" for Australian policy settings that are in line with the Paris Agreement's goal of limiting global warming to 1.5-degrees.
A separate proposal also targeted BHP’s climate action, requesting that from the 2023 financial year onwards the company's financial statements include a climate sensitivity analysis.
A third proposal was submitted this year, calling for an amendment to BHP's constitution allowing shareholders to submit proposals directly at the company's general meetings. Shareholders currently can only submit proposals through clause 249N of the Australian Corporations Act.
Voting chart of the week
This year (as of August 25, 2022), U.S. regulator the Securities and Exchange Commission (SEC) has rejected 68.8% of no-action requests from companies seeking to exclude shareholder proposals from their meetings, (not including cases where the proponent withdrew). That is up from 49.5% over the whole of 2021.
Source: Insightia | Voting
What’s New In Activist Stocks - FF Top At Faraday Future
Faraday Future Intelligent Electric Inc (NASDAQ:FFIE)'s major shareholder FF Top demanded the U.S. electric car company proceed without delay to hold special and annual meetings, in its bid to replace a board member.
In an August 23 regulatory filing, FF Top stated a demand letter had been issued highlighting that "it has been more than 13 months since it has held or even called an annual meeting."
FF Top, which has a 35.9% holding, also requested "certain books and records for the purpose of one or more contemplated proxy solicitations."
The major shareholder also argued that, despite Faraday Future's current financial and operational challenges, the company is at "an inflection point in the process of turning a promising concept into the mass production of a revolutionary electric vehicle," and that changes must begin with the board.
Shorts chart of the week
So far this year (as of August 26, 2022), 12 consumer cyclical companies have been publicly subjected to an activist short campaign. That is up from 10 in the same period last year.
Source: Insightia | Activist Shorts
Quote Of The Week
This week's quote comes from Chancellor Kathaleen McCormick of Delaware's Court of Chancery as Elon Musk was granted access to only some of the Twitter data he requested. Read our coverage here.
“No one in their right mind has ever tried to undertake such an effort.” – Kathaleen McCormick
