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DEF14 Monthly Knowledge+: Jun 24 Activism Highlights

Shareholder Activism in June 2024

The Highs and Lows of June's 13D Campaigns

Hello, and welcome back to our monthly edition of Knowledge+. In June, there were 35 active 13D campaigns (defined by last filing dates or updates in June), showcasing both successes and challenges.

🟢 Notably, RC Ventures, managed by Ryan Cohen, has achieved an extraordinary positive return of 2152.71% through its campaign at GameStop (GME). The increase in GameStop's share price is likely due to the social media activity of Keith Gill, known for leading the 2021 GameStop short squeeze, who has been posting about the company. Gill's posts have driven significant market activity, highlighting his ongoing meme-stock influence. Recently, Gill has hinted at a new focus on Chewy, the online pet goods retailer founded by Ryan Cohen, through a cryptic tweet.

Returning to the story about Cohen and GameStop: Cohen took over as CEO of GameStop in September 2023. He has implemented significant internal changes at GameStop during his tenure, focusing on omnichannel retail excellence, leveraging brand equity, and achieving profitability. As of June 10, 2024, his position in GameStop remained unchanged at 36.84 million shares, despite a significant increase in the company's outstanding shares due to two at-the-market (ATM) offerings. This dilution has reduced Cohen's ownership percentage from 12.1% in June 2023 to 8.6% in June 2024.

🔴Now, let's discuss some negative returns among the active campaigns. Carl Icahn's campaign targeting Conduent (CNDT) faced a significant negative return of -74.71%. In June, Conduent announced that it repurchased all shares of its common stock owned by Carl C. Icahn and his affiliates at $3.47 per share, totaling approximately $132 million. This repurchase was funded through Conduent's cash on hand and existing credit facility. Following the transaction, Icahn's affiliates no longer hold any shares in Conduent, and their representatives resigned from the board of directors. This decision reflects Conduent's confidence in its business and future growth, with plans to focus on debt reduction.

What about the new activism campaigns in June?

In total, there were 9 new initiatives, including 6 13G and 3 13D campaigns. As usual, we will focus on the 13D initiatives, all of which were initiated by Saba Capital Management in June.

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Saba Capital Management’s June Campaign 

(I): BNY Mellon Strategic Municipals, Inc.

  • Saba Capital Management, L.P. has acquired a 6.32% stake in BNY Mellon Strategic Municipals, Inc., purchasing 3,935,939 shares for approximately $23,180,754. The acquisition was disclosed in an amended Schedule 13D filed on June 28, 2024. The shares were acquired through subscription proceeds from investors and margin account borrowings. 

(II): Virtus Dividend, Interest & Premium Strategy Fund

  • Saba Capital Management, L.P. has acquired a 5.34% stake in Virtus Dividend, Interest & Premium Strategy Fund, purchasing 5,058,640 shares for approximately $60,703,680. The acquisition was disclosed in a Schedule 13D filed on June 14, 2024. 

(III): BNY Mellon Municipal Bond Infrastructure Fund, Inc.

  • Saba Capital Management, L.P. has acquired a 5.34% stake in BNY Mellon Municipal Bond Infrastructure Fund, Inc., purchasing 5,058,640 shares for approximately $10,479,151. The acquisition was disclosed in a Schedule 13D filed on June 12, 2024.

Other Activism Highlights Worldwide in June

Shareholders at Major Oil Companies Reject Tax Transparency Proposals from Activist Investor

Shareholders at Chevron, ExxonMobil, and ConocoPhillips recently voted down proposals initiated by nonprofit Oxfam America to publicly report earnings and tax bills country-by-country. At Chevron, 85% of shareholders followed board recommendations against the proposal. Similar initiatives were blocked at ExxonMobil and ConocoPhillips. Oxfam America argues that such transparency benefits both financial health and accountability by preventing profit shifting, which costs countries $500-$650 billion annually. Despite the rejection, a proposal at Kosmos Energy Ltd. saw 23% shareholder support. Financial transparency advocates see these votes as indicative of growing demand for greater corporate disclosure.

Nelson Peltz's Trian Partners Acquires Significant Stake in U.K. Pest Control Firm Rentokil Initial

Activist investor Nelson Peltz's Trian Partners has taken a "significant stake" in Rentokil Initial, a leading U.K. pest control company and owner of the Terminix brand in the U.S. Trian is now a top 10 shareholder in Rentokil. This investment follows Peltz's unsuccessful proxy fight with Walt Disney two months ago. American depositary receipts (ADRs) of Rentokil surged nearly 14% following the announcement. Trian has reached out to Rentokil to discuss strategies for enhancing shareholder value, though Peltz's specific plans for the company remain unclear. Rentokil has recently faced challenges, including a "soft consumer demand environment" in North America.

Jana Partners Acquires Stake in Rapid7, Advocates for Cybersecurity Firm's Sale

Activist investor Jana Partners has taken a stake in cybersecurity company Rapid7 and is urging it to sell itself, following a previous exploration of sale options by the Boston-based company. The news, initially reported by the Wall Street Journal, boosted Rapid7's stock by over 8% in midday trading. Jana Partners, led by managing partner Scott Ostfeld, also wants the company to enhance its operations and forecasting after a recent reduction in its 2024 outlook. Jana Partners is collaborating with Cannae Holdings, aiming to partner with a private equity firm for the acquisition. Jana has a history of pushing for successful sales, including those of New Relic and Zendesk.

Artisan Partners Backs Elliott Management’s Campaign to Oust Southwest Airlines' Leadership

Artisan Partners, a major shareholder in Southwest Airlines, has expressed support for Elliott Management's activist campaign to remove CEO Bob Jordan and Executive Chairman Gary Kelly. Artisan's endorsement follows Elliott's announcement of a $1.9 billion economic interest in the airline. In a public letter, Artisan's Daniel O’Keefe and Michael McKinnon urged Southwest's board to revamp its leadership, aligning with many of Elliott's demands. Despite the pressure, Jordan stated he has no plans to resign. Artisan owns a 1.8% stake in Southwest, making it the airline's 10th-largest shareholder. Institutional shareholders, excluding Elliott's interest, control around 60% of Southwest's shares.

Starboard Value Demands Transparency and Accountability from Autodesk Board Over Financial Misreporting Probe

Activist investor Starboard Value has called for Autodesk's board to provide more transparency and accountability regarding an internal investigation that led to the reassignment of the company's CFO. With a $500 million stake in Autodesk, Starboard criticized the lack of clarity on which executives were involved in misleading investors about the company’s free cash flow numbers. Starboard's Jeff Smith insisted that either Autodesk executives withheld information from the board and should be dismissed, or the board was aware of the misreporting and should resign. The internal probe revealed deliberate misrepresentation of financial metrics, prompting federal investigations and a significant drop in Autodesk’s stock price. Starboard also argued that Autodesk's spending on sales and marketing is excessive and called for genuine improvements in operating margins to boost investor confidence.

Politan Capital Pushes for Board Changes at Masimo in Final Attempt to Force Governance Overhaul

Activist investor Politan Capital Management is urging Masimo shareholders to elect two additional directors to the board and remove CEO Joe Kiani, citing unresolved governance issues. Despite winning two board seats last year, Politan argues that management operates without proper oversight, leading to financial mismanagement and detrimental acquisitions. Politan's Quentin Koffey highlighted the company's controversial $1 billion acquisition of Sound United and criticized excessive spending and lack of transparency. Masimo's stock has dropped 18% since last year's meeting, and Politan believes better governance could unlock $10 billion in shareholder value. The upcoming vote is seen as a critical opportunity for meaningful change at the med-tech company.

Tesla Declares Victory in Legal Dispute Over Elon Musk’s $56 Billion Pay Package After Shareholder Vote

Tesla has announced a win in the legal battle over CEO Elon Musk’s $56 billion pay package, following a recent shareholder vote to ratify the compensation. This comes after a January ruling by Delaware Judge Kathaleen McCormick voided the package due to concerns of improper influence and inadequate shareholder information. The shareholder vote, held two weeks ago, contradicts the earlier court decision, with Tesla arguing that this approval nullifies the judge's ruling and reflects strong support for Musk’s leadership. Meanwhile, the shareholders' legal team is fighting back, seeking billions in Tesla stock or a substantial monetary payment as legal fees. Judge McCormick has called for briefs on the vote's impact and scheduled oral arguments for late July or early August, with a decision on legal fees expected after July 8.

Federal Judge Dismisses ExxonMobil's Lawsuit Against Activist Shareholder Arjuna Capital

A federal judge has dismissed ExxonMobil's lawsuit against activist ESG shareholder Arjuna Capital after concluding the claim was moot. Arjuna had withdrawn its proposal urging ExxonMobil to accelerate emissions reduction plans. The lawsuit, filed alongside a complaint against Follow This, accused the activists of attempting to undermine the company's business through the shareholder proposal process. While the claim against Follow This was dismissed due to jurisdictional issues, ExxonMobil pursued the case against Arjuna. Despite Arjuna's unconditional promise to stop submitting similar proposals, ExxonMobil argued the firm's trustworthiness and the scope of its promise were unclear. This lawsuit faced backlash from other shareholders, including CalPERS and the New York City Police Pension Fund, who threatened to vote against ExxonMobil's board of directors in protest.

Shareholders Warn Nippon Steel of Higher Decarbonization Costs with US Steel Takeover

Activist shareholders have raised concerns that Nippon Steel’s proposed $15 billion acquisition of US Steel could significantly increase decarbonization costs for Japan's largest steelmaker. The Australasian Centre for Corporate Responsibility (ACCR), along with Corporate Action Japan (CAJ) and Legal & General Investment Management (LGIM), has urged Nippon Steel to address the impact of the takeover on its climate goals. Nippon Steel, which plans to share decarbonization technologies with US Steel, faces resistance from labor unions and the White House. Despite the concerns, the company aims to finalize the deal by year-end. Shareholder activism on climate change has been gaining traction in Japan, but it remains to be seen how this will influence Nippon Steel's policies and commitments.

Activist Shareholder Urges C&C to Explore Strategic Alternatives Amidst Leadership Turbulence

Engine Capital, an activist shareholder holding nearly 5% of drinks company C&C, has issued an open letter to the board, urging it to consider strategic alternatives for the business. Despite C&C’s strong portfolio and market position, Engine Capital claims the company is undervalued due to structural and self-inflicted issues. The letter follows the recent resignation of CEO Patrick McMahon after financial restatements and charges, marking C&C's fourth CEO in under four years. Engine Capital believes a sale could yield a higher price than the company's current valuation. C&C acknowledged the letter, reaffirming its commitment to shareholder value and ongoing operational improvements.

Oasis Management Demands Governance Overhaul at Japan's Largest Drug Store Chain, Ain Holdings

Activist investor Oasis Management is pushing for significant governance changes at Ain Holdings, Japan's largest drug store chain, following a recent scandal. Oasis has proposed appointing four new outside directors, a new compensation plan for them, and the dismissal of two current directors, citing a lack of independent oversight. Ain Holdings, which recently faced legal issues with two directors found guilty of mishandling public contract bid documents, stated it believes its board already has sufficient independent oversight. Oasis has increased its stake in Ain from 9.6% in March to 14.9% in May. Ain shares fell 3.5% following the announcement, contrasting with a 1% gain in the Nikkei index. Oasis also recently targeted cosmetics firm Kao for brand and marketing improvements.

South Korea to Introduce Poison Pills and Dual-Class Shares in New Policy Agenda to Thwart Hostile Takeovers

South Korea plans to include poison pills and dual-class shares on its new policy agenda, aiming to protect companies against hostile takeover attempts. This initiative, driven by the Financial Supervisory Service, was discussed in a corporate governance policy seminar on June 26 with key business associations. The proposed measures include allowing shareholders to buy shares at a discount to block takeovers and granting superior voting rights to certain shareholders. The revision to the Commercial Act may also expand board directors' fiduciary duties to prioritize shareholders' interests. This move comes as activist funds increase their influence over corporate decisions, with South Korea witnessing a rise in hostile takeover threats.

June Activism: Key Takeaways 

Key themes in June include the push for

  • Corporate Governance and Transparency: Activist efforts to enhance governance and transparency were evident in campaigns such as Starboard Value's demand for accountability from Autodesk and Politan Capital's push for governance overhaul at Masimo.

  • Strategic Alternatives and Sales: Engine Capital's call for C&C to explore strategic alternatives and Jana Partners' push for Rapid7's sale reflect a common activist strategy to unlock shareholder value through restructuring or selling the company.

  • Resistance and Legal Challenges: The federal judge's dismissal of ExxonMobil's lawsuit against Arjuna Capital and the backlash from shareholders at major oil companies against tax transparency proposals show the contentious nature of some activist campaigns.

  • Global Impact: Activist efforts are not limited to the US, as seen with Oasis Management's push for governance changes at Japan's Ain Holdings and South Korea's introduction of poison pills and dual-class shares to protect against hostile takeovers.

All of these reflect the ongoing impact of activist investors on corporate decision-making and shareholder value.

Stay Tuned for More Updates!

This concludes today's edition of Knowledge+. We hope you found it enjoyable and insightful. The campaign developments and return analyses highlighted here are just a glimpse of what our database, Activist Alpha, can offer.  If you’d like to learn more about what more it can offer, feel free to drop us a message. 

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