The Unpredictability And Impact Of Proxy Fights

Activist Insight releases inaugural Proxy Fights special report 

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“Proxy fights 2020” reveals how the most eye-catching of shareholder actions has evolved in a time of increased engagement and activism

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The Basis Of All Activism

A new special report from Activist Insight calls proxy fights “the basis of all activism” and attests to their continued appeal while highlighting that their use has become increasingly rare among dedicated activists thanks to their mixed outcomes.

According to data from Activist Insight Online, the number of U.S. board representation demands where management rejects the activist’s nominees publicly ranged from 44 to 69 between 2014 and 2019. Each year, on average, 22 proxy fights go to a vote, although the number dipped to 17 last year and was sitting at 13 at the end of August, as 2020 saw a dip in activist campaigns due to the COVID-19 pandemic.

Also included in the report are expert insights from law firm Vinson & Elkins, communications firm Reevemark, and proxy solicitor Morrow Sodali.

The Unpredictability Of Proxy Fights

The unpredictability of fights may be part of the reason for the increasing appetite for settlements in recent years. Only 28% of all board representation demands since the beginning of 2014 ended up in a proxy contest and of the 147 fights that went to a vote, 70 were won by management and activists won at least one seat at 77.

But as dedicated activist funds have altered their approach, occasional activists have picked up the slack. In 2014, around 74% of proxy contests involved professional activists. By 2019, dedicated investors were involved in 17 proxy contests (six went to a vote) versus 29 (11 of them going to a vote) by investors that did not regularly use activism as a strategy.

The report contains further data on the impact of proxy fights on company stock prices, subsequent board refreshment, and which nominees are the most successful.

For bespoke data requests, please contact the report’s editor, Josh Black, at [email protected].

Quotes

Insightia Editor-in-Chief Josh Black: “The proxy fight is sometimes seen as a blunt tool but it is sometimes the only one an activist feels can create value. Its continued evolution means it remains the epitome of corporate drama and subject of ingenuity on the part of practitioners.” 

Vinson & Elkins’ Lawrence Elbaum and Patrick Gadson (from publication): “The gravity with which a company considers a proxy fight is not dependent on how many seats an activist is trying to win. Whether it is a single seat or all of the seats, the level of significance given to the fight should not change. The seriousness should be absolute – no exceptions.” 

Reevemark’s Paul Caminiti, Renée Soto, and Nick Leasure (from publication): “Some issuers may have been spared from contested votes in 2020. While COVID-19 remains with us and is likely to keep shareholder meetings virtual in 2021, we believe the uncertainty will no longer be enough to insulate underperformers.”

Morrow Sodali’s Mike Verrechia (from publication): “Offseason engagement with institutional investors has become an annual event as synonymous with October as pumpkin-spiced lattes. This provides voting decision-makers and corporate engagement teams with a more meaningful dialogue, and hopefully a better understanding of what is important to each party.”


About Insightia 

Financial news and data providers Activist Insight and Proxy Insight announced in October 2020 that they had merged to form Insightia, a leader in the field of public company information. Activist Insight was formed in 2012 and offers an extensive range of products including Activist Insight Online, Activist Insight Governance, Activist Insight Vulnerability, Activist Insight Shorts, Activist Insight Monthly magazine, and The Activist Insight Podcast. Proxy Insight has quickly become the world’s leading source of information on global shareholder voting, covering such hot topics as director and auditor elections, “say on pay” resolutions and environmental, social, and governance (ESG) proposals.

About Activist Insight 

Since 2012, Activist Insight (www.activistinsight.com) has provided its diverse range of clients with the most comprehensive information on activist investing worldwide. Regularly quoted in the financial press, Activist Insight is the trusted source for data in this evolving space. Activist Insight offers five industry-leading products: Activist Insight Online, Activist Insight Shorts, Activist Insight Governance, Activist Insight Vulnerability – a tool for identifying potential activist targets – and Activist Insight Monthly, the world’s only magazine dedicated to activist investing.