• Recent SEC updates, including insider trading policy considerations post-Panuwat and climate change rules
• Review of executive compensation developments, including potential proxy implications of evolving non-compete rules and Tornetta v. Musk
• Evolving trends from 2024 proxy season and shareholder engagement, proposals and voting results
• Shareholder activism trends and use of universal proxy rules

• The Economist reports Boaz v BlackRock: Whoever wins, closed-end funds lose: “Boaz Weinstein, Saba’s founder, wants BlackRock’s funds to offer to buy back shares from investors, pointing to a history of poor returns. He argues that if investors could exit at the full value of their assets, some $1.4bn in value would be unlocked.”
• The Financial Times reports Activist wins three board seats at US railroad Norfolk Southern but fails to oust CEO: “Alan Shaw keeps his job after investor Ancora led campaign focused on cost cuts at US group”
• The Financial Times reports Activist investor calls for Rio Tinto to abandon primary London listing: “Palliser Capital says miner should unify corporate structure in Australia to boost share price”.
• Reuters reports Activist fund asks four Japan firms to mandate board-shareholder dialogue: “A Singapore-based activist fund is asking four Japanese companies through shareholder resolutions to make their board members regularly available for one-on-one meetings with large investors.”
• The Wall Street Journal reports Gildan Names Glenn Chamandy as President and CEO, Michael Kneeland to Serve as Chair: “The appointments follow the resignation of Vince Tyra, president and CEO, and the entire board of directors”.

• Bloomberg reports How One of the Most Revered Climate Groups Descended Into Chaos: “The Science Based Targets initiative is at the center of a fierce debate over carbon offsets that will have major implications for corporate climate action.”
• The Financial Times reports Reasons to be cheerful about corporate climate targets: “Investors might think they impede returns but FT research shows they do not mean underperformance”.
• The Financial Times reports Shell investors back oil major’s move to weaken climate targets: “Shareholders reject resolution by activist group Follow This urging tighter goals”.
• The Wall Street Journal reports The Retreat From ESG Proxy Voting: “Major investment funds are losing their zeal to push politics in shareholder votes.”
• The Financial Times reports Coca-Cola and Pepsi face investors’ bubbling health concerns: “At their annual meetings today, Coca-Cola and Pepsi will hold votes on shareholder resolutions on health risks — part of a sustained push from some asset managers with implications far beyond the fizzy drinks sector. The beverage companies face demands from two of the largest US hospital chains to evaluate their use of artificial sweeteners such as aspartame. Coca-Cola has also been asked by the non-profit group As You Sow to assess whether some US states’ restrictions on abortion and medical care for trans people could affect employees and, by extension, the company. Also up for discussion this proxy season is whether workers in casinos should be protected from exposure to second-hand smoke. US hospital chain Trinity Health has filed resolutions at US casino operators Boyd Gaming and Bally’s to consider extending pandemic-era restrictions on smoking in gambling halls.”
• The Wall Street Journal reports Shareholders Pressure Barclays to Pull Back on Financing for Fracking: “The bank recently updated its climate policy, but activist investors weren’t entirely satisfied”.

• The Financial Times reports It’s time to let shareholders choose the CEO: “Companies should ditch the age-old parliamentary system in favour of direct votes”.
• The Financial Times reports BHP’s £39bn pursuit of Anglo American collapses: “Australian miner walks away after lengthy pursuit of its London-listed rival”.

• ESG Today reports EU Approves 2 Year Delay to Sustainability Reporting Standards for Specific Sectors and non-EU Companies: “EU member states in the European Council announced that they have approved a directive delaying the adoption of standards for companies to provide sector-specific sustainability disclosures and for sustainability reporting from companies outside of the EU under the Corporate Sustainability Reporting Directive (CSRD). The announcement by the EU Council marks the final decision-making step in the adoption of the postponement of the sector-specific and third country undertaking European Sustainability Reporting Standards (ESRS), following the approval of the directive earlier this month by the European Parliament. The ESRS sets out the rules and requirements for companies to report on sustainability-related impacts, opportunities and risks under the EU’s CSRD, which began applying from the beginning of 2024. The delay was initially proposed by the EU Commission in October as part of its 2024 Commission Work Programme, which included reducing reporting burdens for companies as one of its priorities, and highlighted the postponement of the deadline for the adoption of sector-specific European Sustainability Reporting Standards (ESRS) as one of the key actions listed.” Read the European Council’s full press release. 

• The Telegraph reports Ocado under pressure to abandon London for New York: “Potential move threatens to land yet another blow on capital’s embattled stock market.”
• The Financial Times reports Royal Mail owner fails to publish results: “Auditor KPMG requests more time to ‘complete the usual standard procedures’”.
• Responsible Investor reports UK Investment Association draws fire over statement on defence and ESG: “Investor industry group criticised for promoting defence as sustainable investment in joint statement with UK government.” Read the HMT and IA a Joint Statement on Defence Investment.
• The Telegraph reports Tesco boss’s pay doubles to £10m: “Ken Murphy’s pay packet boost comes as supermarket’s profit surge to £2.3bn”.
• The Financial Times reports US executive pay jumps 9 per cent, widening transatlantic gap: “A soaring stock market is adding to the fortunes of American bosses compared with counterparts in the UK”.

• Reuters reports TotalEnergies investors back CEO at AGM, weaker support for climate strategy: “Shareholders in French oil and gas major TotalEnergies, opens new tab largely backed the company's strategy and its CEO on Friday, but support has weakened since last year as some investors called out its insufficient response to climate change.”
• The Financial Times reports TotalEnergies ‘seriously’ looking at moving listing from Paris to New York: “Chief executive Patrick Pouyanné says US investors back the group’s prospects and strategy.”
• The Financial Times reports Lagardère: Anatomy of a French heir’s fall: “Arnaud Lagardère’s exit comes as Bernard Arnault and Vincent Bolloré prepare their own successions.”
• Campaign Live reports Publicis to shake up board: Arthur Sadoun takes sole charge, Maurice Lévy moves to emeritus role: “Two boards become one as supervisory and management boards merge.”

• The Financial Times reports Germany still has much to do to fix corporate governance shortcomings: “There are too many flaws that can be exploited by managements with bad intentions”.
• The Wall Street Journal reports ProSiebenSat.1 Media Shareholders Reject MFE-MediaForEurope’s Split Plan: “Nearly 71% of the votes cast at ProSiebenSat.1’s AGM were in favor of the proposal, falling short of the 75% required for the resolution to be approved”.
• Reuters reports Bayer CEO wins first AGM shareholder vote: “Bayer CEO Bill Anderson on Friday won a vote of confidence at his first annual general meeting (AGM) at the helm of the embattled healthcare and agriculture group, defying a challenge from one German fund managing house.”

• The Financial Times reports Richemont overhauls chief executive role as it navigates luxury downturn: “Swiss company appoints Van Cleef & Arpels head as new group chief”.

• Milano Finanza reports MFE pushes in Germany. Here is what it is going to do in Prosiebensat (“Mfe sfonda in Germania. Ecco cosa farà in Prosiebensat”): “The entry of Berlusconi group in the Supervisory Board of the German media company marks a turning point in MFE’s plans. Together with Ppf it will get six seats out of nine, deciding the strategy of the Bavarians and facilitating the European pole project.”
• Il Sole24Ore reports MFE, rise in profit (+66.5%) and confirmation of the growth expected for 2024 (“Mfe, balzo dell’utile (+66,5%) e conferma della crescita attesa per il 2024”): “Q1 results of the Mediaset group published. Growth in revenue, advertising and operating profit. About Prosiebensat: ‘We expect an improvement’.”
• Milano Finanza reports Leonardo, remuneration increase for Cingolani, but he remains among the lower-paid CEOs (“Leonardo: scatta l’aumento per Cingolani, ma resta tra i ceo meno pagati”): “2024 remuneration policy at the shareholders’ meeting. TAll’assemblea degli azionisti la politica per la remunerazione 2024. The group raises the bar for short- and long-term variable compensation of the CEO and General Manager, who has a fixed salary of €1 mln.”
• La Repubblica reports Essilux confirms Milleri: “Proud of our results” (“Essilux conferma Milleri “Orgoglioso dei nostri risultati””): “The first AGM for the renewal of the Board of Directors of EssilorLuxottica after the passing of Leonardo Del Vecchio goes smooth: all the agenda items approved by a large majority, including the remuneration of Francesco Milleri, who has both the offices of CEO and Chairman, the latter function inherited after the loss of the founder. 83.23% of share capital voted, including Delfin’s 32.5% and the 4% of the French State via Bpi France and Cdc, 4.3% of the eighty thousand employee shareholders of Valoptec and Giorgio Armani’s 2%.”
• Milano Finanza reports Unicredit, historical shareholders and international funds pushed for the renewal of CEO Andrea Orcel (“Unicredit, così soci storici e fondi internazionali hanno spinto il rinnovo del ceo Andrea Orcel”): “At the last Unicredit AGM, Delfin and Allianz in favour of the renewal. Yes also from Generali, BlackRock, Fidelity and Vanguard. Intesa supports Assogestioni together with Anima and Arca sgr. Nordea, Cardif, Aviva, certain Mediolanum funds and presbyterians against salaries.”

• The Wall Street Journal reports Spain’s BBVA Goes Hostile in Pursuit of Smaller Banking Rival Sabadell: “The $12 billion-plus stock offer faces immediate opposition from the Spanish government”.
• CNMV reports The presence of women on Boards of Ibex companies reaches 40% for the first time in 2023: “The CNMV considers the incorporation of more women in positions carrying most responsibility in listed companies to be strategic, especially in senior management positions and as female executive board members. The purpose is not only to promote gender diversity, but also to maximise the talent available to issuing companies. By the end of 2023, the presence of women on the boards of listed companies stood at 34.5% of the total, growing over two points more than the previous year, according to the information obtained from companies’ annual corporate governance reports. 42 companies (21 of the IBEX 35) already reach or exceed the 40% target of women on their boards. The 75 companies that still do not meet the 40% target, would only need to appoint 64 new female directors to reach the objective.”
• Expansión reports BBVA and Sabadell: valuation increases rain with the takeover bid (“BBVA y Sabadell: llueven alzas de valoración con la opa”): “Investment firms have raised BBVA's target price by 5.2% and Sabadell's by 9.8% since the offer was made public. On April 30, the offer that BBVA was preparing to take over Banco Sabadell became known through an exchange of one BBVA share for 4.83 Sabadell shares, giving Sabadell a market value of 12.2 billion euros. Sabadell rejected the proposal and an exchange of communications began until BBVA launched a hostile takeover bid on May 9.”
• ABC reports Sustainability touches the pockets of the heads of the Ibex 35 (“La sostenibilidad toca el bolsillo de los jefes del Ibex 35”): “CEOs of large companies adjust their variables to ESG criteria, although many of them are very lax. The entire Spanish selective index, with the exception of Solaria. "It is a clear indicator that sustainability is no longer simply a trend, but an ingrained part of corporate management in Spain," said Cristina Sánchez, CEO of the UN Global Compact Spain, in a statement.”
• Cinco Días reports The remuneration of directors grows by 10% in 2023, above salaries and pensions (“La retribución de los consejeros crece un 10% en 2023, por encima de los salarios y las pensiones”): “The members of the boards of directors of companies located in Spain received record remunerations in 2023. They earned more than 4.8 billion euros gross together, an increase of 10.1% over the previous year, growing faster in the last year than the total volume of public salaries (5.6%) and private salaries (8.3%).”
• Merca2 reports Telefónica and the dilemma of its board of directors chairs (“Telefónica y el dilema de los sillones de su consejo de administración”): “Telefónica has a dilemma ahead with the recent shareholder changes, the group must consider whether to increase the number of directors from 15 to 20, a possibility included in its Bylaws, to accommodate the second director of the SEPI that the Government has already assured that it wants to have. Within this framework, Criteria Caixa, which has 5%, intends to control 10% of the company's shares, while it is still pending that STC, which has 4.9%, reaches 9.9%, a percentage with which it could claim up to two directors.”

• The Telegraph reports Michael O’Leary interview: ‘I’m not putting up with any mewling nonsense about my €100m pay’:“ Ryanair chief says it is unfair that lucrative payouts for corporate bosses spark anger”.
• Bloomberg reports Ireland Now Has Zero Female Listed CEOs: “Ireland has become one of only two European Union states to have no women leading any of its listed companies, in a setback for a country that has become known for achieving rapid social change in recent decades.”

• Reuters reports BlackRock executive pay wins only narrow support from shareholders: “Top asset manager BlackRock on Wednesday said only about 58% of advisory votes cast at its annual meeting supported the pay of its top executives. At the meeting, which was webcast, BlackRock also said each of its 16 director nominees received well over a majority of votes cast. It said three shareholder resolutions, including a call for an independent board chair, won no more than 10% support. Top proxy advisers had recommended votes against the pay of BlackRock's top executives including Chief Executive Larry Fink, who received $27.6 million last year.”
• The Wall Street Journal reports Tesla Shareholders Advised to Vote Against Elon Musk’s Pay Package: “Proxy-advisory firm Glass Lewis says the proposed compensation would dilute shareholders’ holdings”.
• The Wall Street Journal reports Norway’s Oil Fund to Vote Against Exxon Mobil Amid Shareholder Rights Concern: “The oil fund holds a 1.4% stake in Exxon Mobil, placing it in the top 10 largest shareholders”.
• The Financial Times reports Boeing shareholders rebuke chief executive Dave Calhoun: “Objections to pay package and re-election to the board fall short but point to shareholder frustration”.
• The Wall Street Journal reports PCAOB Adopts Tighter Rules on Auditors’ Quality Controls: “Audit firms will have to annually report to the regulator on how effective these systems are”.
• The Wall Street Journal reports Executive Flights on Corporate Jets Worth Millions More Than Reported: “WSJ analysis shows wide gap between what companies report spending on CEOs’ personal travel and what it would have cost the executives.”

• The Financial Times reports Corporate Japan’s $77bn in property gains offer target for activists: “Non-real estate companies recorded big increase in property book values in 2023, according to Goldman Sachs”.
• The Financial Times reports Radical change looms for Japanese legal sector: “Advisers are braced for more domestic businesses to become targets for unsolicited takeovers”.
• The Wall Street Journal reports Elliott and Warren Buffett Are Now Both Bullish on Japan: “Hedge fund Elliott has built a position in Sumitomo, joining Berkshire Hathaway. The trading firm’s shares are up 10% this week.”

• Nikkei reports South Korea unveils guidelines for ‘Corporate Value-up Program’: “Government initiative aims to end 'Korea discount' in equity market” 

• Financial times reports that China and ESG ETF closures soar in face of political backlash: “More US-listed China-focused exchange traded funds have closed down since the start of this year than in any previous full year as investors continue to fight shy of the world’s second-largest economy. Liquidations of ETFs investing on the basis of environmental, social and governance (ESG) factors are also on track to smash through prior records — both in the US and globally — amid a backlash against the concept. The culls have been enacted despite ever rising enthusiasm for ETFs globally, with 58 successive months of net inflows taking assets to a record $12.7tn at the end of March, according to ETFGI, a consultancy. In the first quarter of 2024 alone 13 US-listed China ETFs shut their doors, far in excess of the previous full-year record tally of five in both 2020 and 2023, according to data from Morningstar Direct.”
• Reuters reports that China calls for stepped-up energy-efficiency plans to meet targets: “China's state planner has ordered provinces to develop energy-efficiency plans for entities accounting for about 70% of consumption and carbon emissions by 2025-end, according to a notice, to meet targets that have been falling short. The National Development and Reform Commission (NDRC) said on Tuesday the plan will cover by the end of 2025 entities consuming at least 5,000 metric tons standard coal equivalent, down from 10,000 tons outlined for 2024. There are about 20,000 of these entities nationally and all of them will be covered by inspections by the end of 2025, according to the notice. In 2024, it wants provinces to inspect 60% of entities with yearly consumption of 10,000 tons. "It is certainly an attempt to catch up on the energy intensity target," said Yao Zhe, global policy advisor for Greenpeace East Asia in Beijing.”

• The Financial Times reports Ping An cuts HSBC stake days after voting against Noel Quinn’s re-election: “Sale by shareholder comes in wake of bank announcing chief’s exit”.
• The South China Morning Post reports that Hong Kong body to expand planning course to Greater Bay Area, Southeast Asia and Middle East: “The International Chamber of Sustainable Development (ICSD), a Hong Kong-based professional training body, will expand its accredited environment, social and governance (ESG) planner course to the Greater Bay Area in September. The addition is part of a bigger planned expansion, as the non-profit organisation also plans to offer the sustainability education programme in Southeast Asia and the Middle East by working with partners in Singapore and Bahrain, said ICSD adviser Peter Fong Kwok-wing. “China is a vast market for sustainable development, and mainland regulators have strengthened requirements on ESG disclosure and action plans,” Fong, who is also vice-president of Hong Kong Financial Services Institute, said on Tuesday. “This course will aim to meet mainland organisations’ unmet needs, starting with the Greater Bay Area.” It will be offered in Mandarin with Chinese teaching materials to cater to the needs of mainland participants. Online registration has started.”
• South China Morning Post reports that ESG start-ups jump in to help SMEs calculate supply-chain emissions to meet tighter requirements: “Environmental, social and governance (ESG) start-ups are developing tools to allow firms to calculate the carbon emissions from small and medium-sized enterprises (SME) and suppliers along their value chains to meet tightening climate disclosure requirements. The largest companies are coming under growing pressure to disclose these indirect emissions, known as scope 3 emissions, in line with sustainability reporting requirements in the region and globally. In Hong Kong, it will be mandatory for the largest listed firms to report on their scope 3 emissions for the financial year beginning January 1, 2026, according to bourse operator Hong Kong Exchanges and Clearing, which released conclusions to a consultation on the enhancement of climate-related disclosures under its ESG framework last month.”

• The Australian Financial Review (AFR) reports ANZ hardens policy against bankrolling oil and gas projects: “ANZ has hardened its stance against funding new oil and gas projects, joining other major banks in aligning lending with the Paris commitment to limiting global temperature increases to ‘well below’ 2 degrees Celsius.”
• The Australian Accounting Standards Board (AASB) reports IFRS Foundation and EFRAG publish guidance on standards alignment: “IFRS Foundation and European Financial Reporting Advisory Group (EFRAG) have published guidance material to illustrate the high level of alignment achieved between the International Sustainability Standards Board’s IFRS Sustainability Disclosure Standards (ISSB Standards) and the European Sustainability Reporting Standards (ESRS) and how a company can apply both sets of standards, including detailed analysis of the alignment in climate-related disclosures.”