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Monthly Roundup – August 2024
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US: A look back at the 2024 US proxy season
With the close of the 2024 proxy season, we clearly saw another very active year at US annual shareholder meetings. From high-profile proxy contests to discourse on compensation and the corporate form to the high volume of shareholder proposals, the trends observed have built on themes that started emerging in the 2023 season.
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US: Georgeson’s David Farkas authored an article published in Deal Lawyers titled “Watch Your Derivatives: The Role 13Fs Play in Detecting Shareholder Activism”
“SEC Form 13F public filings can help companies understand whether the threat of a proxy fight is imminent and, crucially, take steps to defend themselves. 13F filings, as they’re known, reveal the share position of institutional investors or funds and help companies understand whether a specific investor is beginning to accumulate a larger portion of shares inside their firms. This is a requirement for investors with more than $100 million in equity assets under management."
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Spain: El País published an article written by Georgeson’s Carlos Sáez Gallego titled “Why ‘micro-proprietary’ directors could be the ideal independent directors” (“Por qué los ‘minidominicales’ son los perfectos independientes”)
“It remains puzzling why directors, nominated by shareholders with less than 10% of a company’s capital, could not be considered independent.”
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UK: Board Agenda published an article written by Georgeson’s Kevin O’Neill titled “FTSE 100 sees investor approvals skyrocket”
“For the first time in more than a decade, all management-sponsored resolutions at FTSE 100 companies received approval during the 2024 annual general meeting (AGM) season, which spanned 1 July 2023 to 30 June 2024. Despite this remarkable support for management resolutions, more than half (55) of the FTSE 100 companies received at least one contested resolution, defined as receiving more than 10% shareholder opposition.”
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Europe: Georgeson is hosting a “2024 European AGM Season Review Webinar and Investor Panel” on 25 September
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Join our panel of experts to explore the findings of Georgeson's 2024 European AGM Season Review - due to be published next week. This webinar will provide insights into the latest trends in executive remuneration, director elections, related AGM voting trends, as well as emerging themes with a panel of leading investors. Don’t miss this opportunity to gain valuable insights as you prepare for your shareholder engagements ahead of the 2025 AGM season.
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Spain: Georgeson is hosting an event with Cuatrecasas titled “How to prepare for the 2025 Proxy Season” on 19 September
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We are pleased to invite you on September 19 at 6:00 p.m. to the presentation of a new edition of the annual study by Georgeson and Cuatrecasas, which analyses the behaviour of investors during the last proxy season and identifies the main challenges for the 2025 proxy season in order to help listed companies be prepared for their next ordinary meeting. The event will take place in Madrid, at the headquarters of Cuatrecasas. You can register for the event through the following link.
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US: Georgeson’s Bill Fiske and David Farkas will be speaking at a webinar titled “Preparing for the 2025 Proxy Season” on 12 September
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Please join H/Advisors Abernathy, Georgeson, Bank of America and Latham & Watkins for a 60-minute webcast previewing the 2025 proxy season. Speakers will discuss steps public companies and their advisors should take now to prepare for what is expected to be another busy season of shareholder engagement.
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- The Wall Street Journal reports Elliott Investment Critiques Southwest Leadership, Overdue Changes: “The activist investor laid out its plan to fix Southwest Airlines and said it plans to meet with the airline’s representatives in its proxy fight against the company.”
- Reuters reports Activist Ancora pushes Forward Air to consider sale, letter to board says: “Activist investor Ancora Holdings is urging Forward Air to launch a strategic review and consider a sale, and it warned that a board challenge might follow if investors' calls for action are ignored.”
- The Wall Street Journal reports Rio Tinto Won’t End Dual Listing After Investor Call to Leave London: “U.K.-based Palliser Capital had called for Rio Tinto to drop its primary London listing and unify its corporate structure in Australia”.
- The Wall Street Journal reports The Activist Pushing Companies to Ditch Their Diversity Policies: “Starbuck, 35, has launched campaigns to stoke outrage about what he calls companies’ “woke” diversity, equity and inclusion initiatives. Many of his 500,000 followers on X have joined in, including retweets from Elon Musk, building a chorus of criticism that, in part, caused Tractor Supply and Deere to abandon some of their efforts aimed at supporting workers from underrepresented backgrounds.”
- Forbes reports The Role CEO Gender Plays When Activist Investors Emerge: “A research study forthcoming at Contemporary Accounting Research suggests that gender stereotypes can explain why female CEOs are targeted by activists and why they tend to cooperate.”
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- Il Sole24Ore reports Stock exchange, verdicts from Vanguard and BlackRock on remuneration in listed companies (“Borsa, i verdetti di Vanguard e BlackRock sulle remunerazioni nelle società quotate”): “Italian FTSE Mib companies in the spotlight. Here are the companies that passed and failed the test on compensation according to two US giants of the asset management industry. First and second asset managers worldwide. BlackRock and Vanguard look down on all the other asset managers from the height of their mountains of money managed on behalf of millions of clients. Thumbs up or down from these two asset managers is highly significant. BlackRock manages $10.6 trillion; Vanguard $9.3.”
- Teleborsa reports Pininfarina, shareholders’ meeting approves one-tier model and elects BoD (“Pininfarina, assemblea approva modello monistico e nomina CdA”): “Today Pininfarina’s shareholders’ meeting was held and approved, in extraordinary session, the new text of the by-laws needed, in particular, to adopt the one-tier corporate governance model – characterized by the presence of a Board of Directors, in charge of the management function, and of a Management Control Committee, established within the Board itself, with supervisory functions – and the review of some provisions about convening and holding corporate bodies’ meetings.”
- Teleborsa reports Banco BPM sets interim decarbonization targets for 2030 (“Banco BPM fissa obiettivi intermedi di decarbonizzazione al 2030”): “Banco BPM set 2030 decarbonization targets for each of the 5 prioritised industries announced at the time of adhesion to the Net Zero Banking Alliance (NZBA), happened in March 2023. To this end, the 2050 “net zero” scenarios proposed by best market standard (International Energy Agency) were applied to the portfolios of the bank, based on the situation as of December 31, 2022.”
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- Expansión reports Law comes into force requiring companies to have a minimum of 40% women on boards (“Entra en vigor la ley que obliga a las empresas a un mínimo del 40% de mujeres en los consejos”): “The new regulation sets the deadlines for meeting this minimum percentage: June 30, 2026 for Ibex companies and one year later, 2027, for the rest of listed companies.”
- Expansión reports The European Central Bank calls for a "review" of the remaining executive chairmanships of banks (“El BCE pide "revisar" las presidencias ejecutivas que aún tienen los bancos”): “The European Central Bank (ECB) is taking new steps to eliminate executive chairmanships in banking, a governance model characteristic of Spain. In recent years, national banks have made progress in this direction under pressure from the supervisor, but the figure of the executive chairman still persists in some entities.”
- Cinco Días reports 41% of Spanish executives consider the adoption of sustainability measures a priority in their business strategy (“El 41% de los ejecutivos españoles ve prioritaria la adopción de medidas de sostenibilidad en su estrategia empresarial”): “According to a report by KPMG in collaboration with CEOE, 53% of the companies surveyed consider themselves ready to respond to this growing demand for transparency and responsibility from stakeholders. In addition, almost half of the companies have reviewed their ESG strategy in the last year, and 31% plan to do so in the next twelve months, showing a continued commitment to improving their sustainable practices.”
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North American developments
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- Bloomberg reports China to Start Setting Hard Targets for Cutting Emissions: “China is planning a shift in the way it aims to control greenhouse gases, favoring hard targets for total carbon emissions over its current method of measuring them against economic growth. China, the world’s biggest source of planet-warming pollution, has for years set targets that aim to reduce energy use or emissions per unit of gross domestic product, a system it refers to as intensity. That approach has allowed China to tout environmental successes even as its total emissions soared, so long as they didn’t grow faster than the overall economy.”
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- The Financial Times reports L’Occitane and the trouble with trying to leave Hong Kong: “Prada and Samsonite must be watching with interest the skincare group’s attempt to delist”.
- Asian Banking and Financing reports StanChart rolls out ESG-linked cash account in Hong Kong, SG: “Standard Chartered has launched a new ESG-linked cash account for corporate banking clients in Hong Kong and Singapore. Clients are rewarded for meeting material environmental, social, and governance-related targets, in the form of their credit balance interest rate or fee pricing. The ESG-linked Cash Account will be launched in Hong Kong and Singapore as pilot sites. Standard Chartered plans to roll-out to further markets in due course. The ESG-linked Cash Account is the latest amongst Standard Chartered’s recently rolled out sustainable transaction banking solutions, such as the Sustainable Account and the Sustainable Trade Finance Proposition, and the Sustainable FInancial Institution Trade Loan.”
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- The Australian reports ASX boards approaching gender milestone: “Australia’s top 200 companies are only 30 women short of reaching a historic target – of 40% of directors in the ASX200 being female – in the fight to appoint more female directors.”
- The Australian Security and Investments Commission announced ASIC’s first greenwashing case results in landmark $11.3 million penalty for Mercer: “In a landmark case for ASIC, the Federal Court has ordered Mercer Superannuation (Australia) Limited to pay a $11.3 million penalty after it admitted it made misleading statements about the sustainable nature and characteristics of some of its superannuation investment options.”
- The Australian Financial Review reports Welcome to the nature positive investing movement: “For companies involved in food and agriculture – growers and retailers – an emerging corporate governance movement, ‘natural capital’ or ‘nature positive’ investing, is forcing more transparency on to agricultural supply chains. It is already changing institutional investment processes, company reporting, and directors’ duties. How farms and buyers respond will determine who gets to access capital and sell into international markets.”
- The Australian Financial Review reports When it comes to chairing major boards, men still rule: “Over the past year, depending on when the data was cut, there have been either no women, or one woman, sitting at the helm of an ASX20 company. At the end of last year, there was one. In June, there were none. “At this point in time, it is not very encouraging…something is not quite right,” says Mark Rigotti, chief executive of the Australian Institute of Company Directors, discussing the dearth of women chairing the country’s biggest companies.”
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Head of ESG, UK and Europe
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