Georgeson
 
Monthly Roundup – August 2024
 
Activism
Environmental & Social
Europe
North America
Asia
Australia
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Georgeson publications
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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A Look at the 2024 Proxy Season
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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Deal Lawyers
 
Georgeson in the media
El País article
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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Board Agenda logo
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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Georgeson events
2024 European AGM Season Review Webinar and Investor Panel. 25 September 2024. Register.
Europe: Georgeson is hosting a “2024 European AGM Season Review Webinar and Investor Panel” on 25 September
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.
Register
Cuatrecasas event: Cómo preparar la Temporada de Juntas 2025
Spain: Georgeson is hosting an event with Cuatrecasas titled “How to prepare for the 2025 Proxy Season” on 19 September
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.
Register
Cuatrecasas event: Cómo preparar la Temporada de Juntas 2025
US: Georgeson’s Bill Fiske and David Farkas will be speaking at a webinar titled “Preparing for the 2025 Proxy Season” on 12 September
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.
Register
Shareholder Activism
  • 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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Environmental & Social
  • The Financial Times reports BlackRock’s support for ESG measures falls to new low: “Asset manager supported just 20 of 493 environmental and social proposals put forward by shareholders at annual meetings”.
  • The Wall Street Journal reports Companies Haven’t Abandoned Sustainability. They’re Just Talking About It Less.: “‘ESG’ and ‘sustainability’ still get plenty of mentions in financial reports even as companies pull back on discussing the topics publicly”.
  • The Wall Street Journal reports Harley-Davidson Changes DEI Policy Following Activist Pressure: “The motorcycle maker said Monday that it will no longer participate in a scoring system by the Human Rights Campaign, an advocacy group that gives companies scores based on LGBTQ+ inclusion in their workplace.”
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Global
  • Institutional Shareholder Services Launches Annual Global Benchmark Policy Survey: “ISS Governance, a leading global provider of independent and objective shareholder meeting research and vote recommendations and a unit of ISS STOXX, today launched its Annual Benchmark Policy Survey, a key component of ISS’ annual policy development process regarding potential ISS policy changes for 2025 and beyond. Institutional investors, public companies, corporate directors, and all other interested market constituents are invited to respond to the survey.”
  • The Financial Times reports Lex: Do not blame the proxy advisers for bust-ups over executive pay: “In the end, investors call the shots.”
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European developments
UK
  • The Financial Times reports UK to introduce bill to regulate ESG rating agencies: “Announcement by chancellor Rachel Reeves comes amid global drive to increase transparency of sector.”
  • The Financial Times reports FTSE 100 chief executives’ pay rebounds to 2017 levels: “Rise to average of almost £5mn last year comes as UK executives push for payouts to compete with global rivals”.
  • The Financial Times reports Sceptical investors will decide fate of FTSE overhaul: “It is not clear City reformers promoting ever more liberal rules have a coalition behind them.”
  • The Financial Times reports Ashtead defends potential $14mn pay deal for chief: “Proxy advisers say equipment rental company’s planned remuneration for Brendan Horgan is ‘excessive’”.
Germany
  • The Financial Times reports Two more former Wirecard executives charged in sprawling criminal investigation: “Ex-finance chief and former chief product officer accused of having failed to fulfil legal obligations to now-collapsed group”.
France
  • The Financial Times reports BNP Paribas in talks to buy Axa’s asset management arm for €5.1bn: “French bank seeks greater scale for its investment business.”
Switzerland
  • The Wall Street Journal reports Glencore Sticks With Coal, Cites Pendulum Shift on ESG: “London-listed miner’s CEO says ‘cash is king,’ not politics, as shareholders push to keep fossil fuel”.
Italy
  • 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.”
Spain
  • 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.”
Poland
  • The Financial Times reports Warsaw stock market aims for revival after ‘lost’ years: “Bourse’s new CEO says foreign investors had been put off, but he is encouraged by changes at state-controlled groups”.
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North American developments
United States
  • The Wall Street Journal reports Starbucks Ousts CEO, Names Chipotle Boss as Replacement: “Move comes as activist investor pushes for coffee chain’s shake-up”.
  • The Financial Times reports US regulators seek to limit asset managers’ sway over big banks: “Investment groups are alarmed by efforts to curb their influence on governance and strategy at American lenders”.
  • The Financial Times reports Vanguard warns investors over company stake limits: “Asset manager says US regulators could enforce ownership caps, raising costs for index-tracking funds”.
  • The Wall Street Journal reports Nasdaq Has Hundreds of Penny Stocks. Now It’s Trying to Purge Them: “Exchange comes under pressure for allowing risky companies to remain listed through reverse stock splits”.
  • Reuters reports Wall Street regulator approves tougher rules for accounting 'negligence': “SEC Chair Gary Gensler said the change would harmonize auditor liability standards used by the PCAOB with those used by the SEC and would mean auditors and the firms they work for are now held to the same standard.”
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Asian developments
Japan
  • The Economist reports What a takeover offer for 7-Eleven says about business in Japan: “Its merger with a Canadian firm would create a convenience-store goliath”.
  • The Financial Times reports 7-Eleven’s Japanese owner explores protected status to thwart foreign bid: “Internal talks on blocking takeover attempt by Canada’s Couche-Tard comes despite official moves to look at best value for investors”.
  • The Financial Times reports Japan stock exchange chief says reforms are cutting down ‘aimless’ listings: “Hiromi Yamaji’s campaign has helped lift benchmark stock index above its 1980s bubble-era peak.”
  • The Japan times reports that JPMorgan wants a 30% female exec ratio in Japan: “JPMorgan Asset Management (Japan) will request that Japanese companies raise the share of women on their boards to at least 30%, President Shoichi Okoshi has said.”
China
  • 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.”
India
  • The Financial Times reports Chair of Indian regulator invested in funds linked to Adani, alleges Hindenburg Research: “Madhabi Buch and her husband deny claims she is biased and say their finances are an ‘open book’”.
Hong Kong
  • 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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Australia
  • 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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Contact Us
Daniele Vitale
Head of ESG, UK and Europe

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