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☆ Alkermes wins battle against Sarissa in closely watched boardroom fight
▼ + stars: | 2023-06-29 | by ( Svea Herbst-Bayliss | ) www.reuters.com time to read: +3 min

NEW YORK, June 29 (Reuters) - Alkermes (ALKS.O) beat back activist investor Sarissa Capital Management's boardroom challenge on Thursday when shareholders re-elected all of the biotechnology company's directors in one of the year's most closely watched votes. But investors stuck by the company, which is valued at $5.4 billion, and returned all directors to their seats on the 11-member board. Glass Lewis, ISS's smaller rival, recommended shareholders back all Alkermes directors. Biogen shareholders this week elected Denner's romantic partner, Susan Langer, to fill his seat on the Biogen board after the board had nominated her. Both ISS and Glass Lewis referenced the Biogen matter in their recommendations on how to vote at Alkermes.

Persons: Alkermes, Nancy Wysenski, Sarah Schlesinger, Glass Lewis, Alex Denner, Susan Langer, Schlesinger, Sarissa, Svea Herbst, Bayliss, Chris Reese Organizations: YORK, Capital, Services, ISS, Svea, Thomson Locations: Alkermes, Biogen

☆ Exclusive: Masimo shareholders poised to elect Politan's two director nominees to board -sources
▼ + stars: | 2023-06-26 | by ( Svea Herbst-Bayliss | ) www.reuters.com time to read: +2 min

The Vanguard Group, one of Masimo's largest shareholders, has backed both Politan nominees, two sources said. The company, which is currently valued at $8.5 billion, is expected to make preliminary voting results public later on Monday. A representative for Politan declined to comment, and a representative for Masimo was not immediately available for comment. The hedge fund, founded by Koffey, received backing from proxy advisory firms Institutional Shareholders Services and Glass Lewis two weeks ago when both urged shareholders to elect the Politan nominees. In the end, Masimo reversed course and dropped the requirements after Politan sued in Delaware court.

Persons: Quentin Koffey, Michelle Brennan, Masimo, Koffey, Glass Lewis, Politan, Svea Herbst, Bayliss, Leslie Adler Organizations: YORK, Masimo, Politan Capital Management, Vanguard Group, Vanguard, Sound United, Shareholders Services, ISS, Svea, Thomson Locations: Delaware

☆ Toyota shareholders make 15% the new win-win
▼ + stars: | 2023-06-16 | by ( Antony Currie | ) www.reuters.com time to read: +3 min

Both Glass Lewis and ISS reckon there aren’t enough properly independent directors on the board, even though Toyota complies with the requirements laid down by the Tokyo Stock Exchange. Yet ISS held back from advising shareholders vote against them because it would risk “increasing management dominance of the board”. Toyota is a laggard on both and is now under pressure to get powerful investors back onside. CONTEXT NEWSMore than 15% of voting shareholders were against reappointing Chairman Akio Toyoda to Toyota Motor’s board at its annual meeting on June 14, the Japanese carmaker said on June 15. About 15% of shareholders who voted supported a resolution asking the company to issue an annual review of its climate lobbying activities.

Persons: Akio Toyoda, Glass Lewis, Glass Lewis plumped, Toyoda, Masahiko Oshima, carmaker, Pete Sweeney, Thomas Shum Organizations: MELBOURNE, Reuters, Toyota, ISS, Tokyo Stock Exchange, Sumitomo Mitsui Financial, Nikkei, California Public, New York, New York City Comptroller, Twitter, Thomson Locations: New York City

☆ Toyota wins over shareholders at AGM after questions on strategy, governance
▼ + stars: | 2023-06-14 | by ( ) www.reuters.com time to read: +1 min

TOKYO, June 14 (Reuters) - Toyota (7203.T) shareholders backed the board and voted down the first resolution proposed in 18 years at an annual general meeting (AGM) on Wednesday, an endorsement of the automaker a day after it laid out an extensive electric vehicle strategy. MANUFACTURING CHANGEThe carmaker said it would radically redesign manufacturing, having vehicles drive along the production line instead of being carried by conveyor. GOVERNANCETwo huge U.S. public pension funds voted against the re-election of Chairman Akio Toyoda, with proxy advisor Glass Lewis saying re-election threatened board independence. Toyota said its board meets Tokyo Stock Exchange standards. CLIMATE LOBBYINGThree asset managers have urged Toyota to improve disclosure of climate change lobbying in a proposal backed by proxy advisor Institutional Shareholder Services.

Persons: Tesla, Akio Toyoda, Glass Lewis Organizations: Toyota, EV, Tokyo, Exchange, Services, Thomson Locations: TOKYO

☆ Toyota makes its case at AGM after investors question strategy, governance
▼ + stars: | 2023-06-14 | by ( ) www.reuters.com time to read: +1 min

The roadmap could help the world's top-selling automaker make its case to investors at the meeting, where it also faces a shareholder resolution over its climate lobbying as well as questions about governance. EV ROADMAPToyota aims to produce more efficient, faster-charging versions of current batteries to improve EV driving range and cost, and, within the decade, mass produce game-changing solid-state batteries after saying it had overcome a technical hurdle. MANUFACTURING CHANGEThe carmaker said it would radically redesign manufacturing, having vehicles drive along the production line instead of being carried by conveyor. GOVERNANCETwo huge U.S. public pension funds voted against the re-election of Chairman Akio Toyoda, with proxy advisor Glass Lewis saying re-election threatened board independence. CLIMATE LOBBYINGThree asset managers have urged Toyota to improve disclosure of climate change lobbying in a proposal backed by proxy advisor Institutional Shareholder Services.

Persons: Koji Sato, Tesla, Akio Toyoda, Glass Lewis Organizations: Toyota, EV, Tokyo, Exchange, Services, Thomson Locations: TOKYO

Toyota shares closed up 3.4%, outperforming the 1.2% gain in the Nikkei index (.N225). BOARD INDEPENDENCENew York City Comptroller Brad Lander said in a statement the Toyota board was not adequately independent. The New York comptroller's office oversees a pension system with $243 billion in assets under management. Those funds held 6.7 million shares in Toyota Group companies, including Toyota Boshoku (3116.T) and Toyota Tsusho (8015.T) as of end March. The New York pension system has also urged both Ford (F.N) and General Motors (GM.N) to move rapidly toward electrification and to disclose more about their lobbying on vehicle standards.

Persons: Akio Toyoda, Glass Lewis, Toyoda, CalPERS, Brad Lander, Daniel Leussink, David Dolan, Maki Shiraki, Kevin Krolicki, Jamie Freed, Christopher Cushing, Leslie Adler Organizations: Toyota Motor Corp, California Public Employees, New York, Toyota, Tokyo Stock Exchange, Nikkei, The, Toyota Group, Ford, General Motors, Lexus, Thomson Locations: TOKYO, New York City, York, Tokyo

One of them, Glass Lewis, recommended shareholders vote against re-electing Toyoda, citing what it said was his responsibility for the lack of a sufficiently independent board. Toyota on Friday did not immediately comment on the votes against the re-election of Toyoda. The New York comptroller's office oversees a pension system with $243 billion in assets under management. BOARD INDEPENDENCENew York City Comptroller Brad Lander said the Toyota board was not adequately independent, in a statement explaining the vote by the funds it oversees. The New York pension system has also urged both Ford (F.N) and General Motors (GM.N) to move rapidly toward electrification and to disclose more about their lobbying on vehicle standards.

Persons: Akio Toyoda, Glass Lewis, Toyoda, CalPERS, Brad Lander, Elon, Daniel Leussink, David Dolan, Maki Shiraki, Kevin Krolicki, Jamie Freed Organizations: Toyota Motor Corp, California Public Employees, New York, Toyota, Tokyo Stock Exchange, The, New, Ford, General Motors, Thomson Locations: TOKYO, New York City, York, New York, Tokyo

One of them, Glass Lewis, recommended shareholders vote against re-electing Toyoda, citing what it said was his responsibility for the lack of a sufficiently independent board. CalPERS, which declined to comment, is the largest U.S. public pension fund with some $450 billion in assets under management. The New York City pension funds held 6.7 million shares in Toyota Group companies, including Toyota Boshoku (3116.T) and Toyota Tsusho (8015.T) as of end March. BOARD INDEPENDENCENew York City Comptroller Brad Lander said the Toyota board was not adequately independent, in a statement explaining the vote by the funds it oversees. The New York pension system has also urged both Ford (F.N) and General Motors (GM.N) to move rapidly toward electrification and to disclose more about their lobbying on vehicle standards.

Persons: Akio Toyoda, Glass Lewis, Toyoda, CalPERS, Brad Lander, Daniel Leussink, David Dolan, Maki Shiraki, Kevin Krolicki, Jamie Freed, Christopher Cushing Organizations: Toyota Motor Corp, California Public Employees, New York, Toyota, Tokyo Stock Exchange, The, New, Toyota Group, Nikkei, Ford, General Motors, Lexus, Thomson Locations: TOKYO, New York City, York, Tokyo

☆ Toyota governance fight gets stuck in traffic
▼ + stars: | 2023-05-30 | by ( ) www.reuters.com time to read: +2 min

MELBOURNE, May 30 (Reuters Breakingviews) - Governance campaigns against Japanese companies have a hard enough time gaining traction as it is. ValueAct Capital’s two-year campaign against Seven & i (3382.T) culminated last week with at best just a third of shareholders backing its four board candidates. Glass Lewis asserts just three of Toyota’s 10 board candidates are unaffiliated, fewer than the one-third the advisory sets as a floor. Toyota insists its board meets the Tokyo Stock Exchange’s independence standards. He should go in any event: having the former CEO of 14 years lead the board is bad governance.

TOKYO, May 28 (Reuters) - Proxy adviser Institutional Shareholder Services (ISS) has recommended that shareholders of Toyota Motor Corp (7203.T) vote in favour of a resolution urging the automaker to improve disclosure of its lobbying related to climate change. ISS in a report also said it regarded three of Toyota's four outside board director nominees as not truly independent. Toyota's board said the fluidity of such disclosure made the proposal unsuitable for enshrining in the articles of incorporation. A spokesperson previously said few firms globally have made climate policy engagement-related disclosure to the extent of Toyota. "Toyota does not provide shareholders with enough information to evaluate its lobbying activities," ISS said.

☆ ‘Go to hell, Shell’: Climate protesters try to storm stage at oil giant’s annual shareholders meeting
▼ + stars: | 2023-05-23 | by ( Sam Meredith | ) www.cnbc.com time to read: +5 min

The protests come as Shell faces a shareholder vote on a measure to increase its climate ambitions following a year of record profits at the company. Bloomberg | Bloomberg | Getty ImagesLONDON — Shell Chief Executive Wael Sawan and the firm's board of directors on Tuesday were shielded by security staff as climate protesters unsuccessfully tried to storm the stage at the British oil giant's annual shareholders meeting. Follow This, a small Dutch activist investor and campaign group with stakes in several Big Oil companies, tabled a resolution at Shell's shareholders meeting. For the first time, Dutch pension managers MN and PGGM — both Shell shareholders — have endorsed the resolution. The company described Climate Resolution 26 as "unclear, generic and would create confusion as to Board and shareholder accountabilities."

☆ Exxon rebuts proxy advisor, says net zero emissions scenario 'unlikely'
▼ + stars: | 2023-05-18 | by ( Sabrina Valle | ) www.reuters.com time to read: +2 min

Glass Lewis backed the initiative, concluding Exxon could face material financial risks from the net-zero scenario. Exxon has said the world is not on a path to achieve net-zero emissions in 2050. The 2050 net-zero emissions (NZE) scenario of the International Energy Agency (IEA) envisions a path to limit the global temperature rise to 1.5 degrees Celsius. "It is highly unlikely that society would accept the degradation in global standard of living required to permanently achieve a scenario like the IEA NZE," Exxon said in dismissing the proposal. Exxon rebutted the proxy firm's recommendation that it evaluate the impacts of a worst-case oil spill at its offshore Guyanese oil platforms.

LONDON, May 18 (Reuters) - Shell (SHEL.L) will likely face one of its most acrimonious annual meetings next week as it struggles to balance investor pressure to capture profits from oil and gas and a vocal minority saying it must move faster to tackle climate change. Big Oil firms posted record profits last year amid soaring energy prices following Russia's invasion of Ukraine. That resolution echoes a ruling by a Dutch court telling Shell to adjust its climate targets, which Shell has appealed. It also said it was pleased that proxy advisers ISS and Glass Lewis had recommended votes against the Follow This resolution. The measures, however, did not prevent climate activist participants from heckling and disrupting proceedings before being escorted out, some carried by security staff.

May 16 (Reuters) - Tesla Inc (TSLA.O) CEO Elon Musk warned on Tuesday that the electric-vehicle maker was not immune to the global economy, which he said will be difficult for the next 12 months. "We'll try out a little advertising and see how it goes," said Musk, who is also CEO of Twitter. Last week he announced that NBCUniversal's former advertising head, Linda Yaccarino, will succeed him as Twitter CEO and that he will focus on products and technology at the company. Tesla logo and Elon Musk silhouette are seen in this illustration taken, December 19, 2022. REUTERS/Dado Ruvic/IllustrationOne shareholder asked about rumors that he would step down as Tesla CEO, adding "Say it ain't so."

☆ Tesla’s governance autopilot heads for disaster
▼ + stars: | 2023-05-17 | by ( Jonathan Guilford | ) www.reuters.com time to read: +4 min

It’s a vulnerable time for such pronouncements when the market Tesla (TSLA.O) effectively created threatens to overtake it. The stock price has tumbled some 60% since November 2021 compared to a 12% decline in the S&P 500 index (.SPX). A more deferential approach to Musk might have made sense during Tesla’s meteoric rise, when its mere existence bucked convention. The Department of Justice has initiated a probe into Tesla’s self-proclaimed “self-driving” capabilities, which have been involved in fatal crashes. Heeding advice from ISS and Glass Lewis would at least be a place to start, because leaving governance on autopilot also can have dangerous consequences.

May 16 (Reuters) - Tesla Inc (TSLA.O) Chief Executive Elon Musk on Tuesday warned that the electric-vehicle maker was not immune to the global economy, which he said will be difficult for the next 12 months. At the meeting, shareholders voted to appoint the company's co-founder and former chief technology officer, JB Straubel, to the board. They also rejected a proposal to publish a report that sought to establish succession plans for Chief Executive Elon Musk. Tesla shareholders on Tuesday swiftly voted with the board's recommendations on nearly all proposals. In November, Tesla director James Murdoch testified in court that Musk had identified someone as a potential successor.

May 16 (Reuters) - Tesla Inc (TSLA.O) shareholders on Tuesday voted to appoint the company's co-founder and former chief technology officer, JB Straubel, to the board, and rejected a proposal to publish a report that sought to establish succession plans for Chief Executive Elon Musk. Proxy advisory firm Glass Lewis had recommended that shareholders vote against Straubel's appointment, citing worries about his independence. Tesla shareholders on Tuesday swiftly voted with the board's recommendations on nearly all proposals. Shareholders also voted to re-elect Musk and Chair Robyn Denholm as board members. Tesla board members have discussed CFO Zach Kirkhorn as a possible successor as CEO, the Wall Street Journal reported last week, citing a person familiar with the matter.

The billionaire entrepreneur, also the top boss of Twitter, last week announced that NBCUniversal's former advertising head Linda Yaccarino will succeed him as Twitter CEO and that he will focus on products and technology at the social media firm. Here are some topics that may be discussed at the shareholder meeting. Proxy advisory firm Glass Lewis recommended Tesla shareholders vote against Straubel's appointment, citing worries about his independence. DEMANDInvestors hope Musk will talk about demand against the backdrop of a slowing economy and growing competition. He had flagged strong demand for the Cybertruck, but it takes time to get the manufacturing line going for the "very radical product".

☆ Tesla CEO Elon Musk says he must approve all new hires in internal email
▼ + stars: | 2023-05-15 | by ( Lora Kolodny | ) www.cnbc.com time to read: +3 min

SpaceX, Twitter and electric car maker Tesla CEO Elon Musk meets with France's President Emmanuel Macron (L) at the Elysee presidential palace in Paris on May 15, 2023. Tesla CEO Elon Musk sent an email to "everybody" at his electric vehicle maker on Monday, expressing concern over the company's current hiring practices. "I would like to gain a better understanding of our hiring," Musk wrote in the email. "Think carefully before sending me a request," Musk wrote in Monday's email. Here's Monday's email from Musk:To: Everybody From: Elon Musk Subj.

☆ Glass Lewis backs two of Icahn's nominees for Illumina
▼ + stars: | 2023-05-11 | by ( ) www.reuters.com time to read: +2 min

May 10(Reuters) - Proxy adviser Glass Lewis said on Wednesday Illumina Inc (ILMN.O) shareholders should vote for two of Carl Icahn's nominees to the firm's board, as representatives who can challenge the current board would be beneficial to the company. Glass Lewis added shareholders should vote against the re-election of the current chief Francis deSouza and chair John Thompson, saying they had enough reasons to advocate for a new chair. Icahn, who owns 1.4% of Illumina, began a boardroom battle at the gene sequencing company in March. Glass Lewis said in a report it recommends shareholders support Icahn's nominees, Vincent Intrieri and Andrew Teno, adding the company's $7.1 billion acquisition of cancer-testing firm Grail had been a "costly, distracting, value-crimping millstone" for Illumina. However, it did not extend support to Icahn's third candidate, Jesse Lynn, adding that election of all three candidates was not needed.

☆ HSBC faces down protests on strategy, climate at annual meeting
▼ + stars: | 2023-05-05 | by ( Lawrence White | ) www.reuters.com time to read: +3 min

BIRMINGHAM, England, May 5 (Reuters) - HSBC (HSBA.L) faced down opposition to its strategy and climate policy at a fractious annual investor meeting in Birmingham in England on Friday, including a shareholder proposal to spin-off its lucrative Asia business backed by major investor Ping An. Shareholder Lui questioned HSBC's board directly at the meeting on Friday, prompting the bank's chairman Mark Tucker to say criticism of the bank's performance showed "a fundamental misunderstanding of HSBC's business." HSBC's Tucker told the meeting that any break-up of the bank would undermine its global strategy and dent its revenue, repeating the bank's argument that it would be risky and costly. "So it would not be in shareholders' interests to split the bank," Tucker said. Like Barclays' investor meeting earlier this week, HSBC's event was repeatedly interrupted by climate campaigners singing songs, while one protester stood up at the front of the hall with a banner reading 'No more dirty coal'.

☆ HSBC poised to see off Asia spinoff threat at crunch shareholder vote
▼ + stars: | 2023-05-05 | by ( Lawrence White | ) www.reuters.com time to read: +2 min

BIRMINGHAM, England, May 5 (Reuters) - HSBC (HSBA.L) is expected on Friday to defeat a proposal by Hong Kong-based investors, backed by its biggest Asian investor Ping An, which calls for the lender to consider spinning off its Asia business. HSBC has asked investors to vote against the proposals, saying they would destroy shareholder value, and so far no other big institutional investors have signalled they are in favour. Lui said he was only able to disclose he had met with Ping An and that they were supportive. HSBC tripled its profit in the first quarter as rising interest rates boosted its income, paying its first quarterly dividend since 2019. Reporting By Lawrence White, Additional reporting by Iain Withers, Editing by Keith WeirOur Standards: The Thomson Reuters Trust Principles.

☆ HSBC: the global bank faces off with divided shareholders
▼ + stars: | 2023-05-05 | by ( Michelle Toh | ) edition.cnn.com time to read: +5 min

Hong Kong CNN —HSBC shareholders are expected to vote Friday on demands for a radical overhaul of the bank. Canvassing for supportBut Ken Lui, an activist shareholder in Hong Kong spearheading the resolution, told CNN he was confident his proposal would pass. Ken Lui canvassing for votes in Hong Kong in April. Courtesy Ken LuiThese shareholders have been unhappy with the bank previously scrapping its dividend in 2020, at the request of British regulators. HSBC shares were down about half a percent in Hong Kong afternoon Friday.

☆ ISS recommends Tesla investors vote against re-election of board chair
▼ + stars: | 2023-05-04 | by ( ) www.reuters.com time to read: +1 min

Companies Tesla Inc FollowSAN FRANCISCO, May 3 (Reuters) - Proxy advisory firm ISS on Wednesday recommended Tesla investors vote against the re-election of board chair Robyn Denholm, citing concerns about a lack of scrutiny of the pledging of some company stocks by CEO Elon Musk and his brother Kimbal Musk. Tesla shares are down about 60% from their record high reached in November 2021. The shares pledged by Elon Musk accounted for 58% of his Tesla ownership, ISS said. ISS recommended votes for Musk and co-founder JB Straubel as board members. Proxy advisory firm Glass Lewis last month recommended Tesla shareholders vote against Straubel, citing worries about his independence because he served as chief technology officer at Tesla until 2019.

HSBC posted a pretax profit of $12.9 billion for the quarter ended March, versus $4.2 billion a year earlier. HSBC said the planned $10 billion sale, originally slated to be completed by the end of this year, will now only likely go through in the first quarter of 2024. HSBC reported deposits fell 0.6% to $1.6 trillion, excluding those it acquired by bailing out the UK arm of failed U.S. lender Silicon Valley Bank and the reclassification of French retail deposits. Despite the surging profit, HSBC did not raise its key performance target of a return on tangible equity of at least 12% from this year onwards, which analysts were anticipating. Reporting by Selena Li ing Kong Kong and Lawrence White in London; Editing by Muralikumar AnantharamanOur Standards: The Thomson Reuters Trust Principles.

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