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Shareholder Activism Overview
Rob Main, CFAVanguard Investment Stewardship/Head of Portfolio Company Engagement, Analysis, and Voting
Sabastian V. NilesPartner, Wachtell, Lipton, Rosen & Katz
Cristiano GuerraHead of ISS’s Special Situations Research team
Steve FrankelPartner, Joele Frank
Waheed Hassan, CFAHead of Activism Defense Practice, Alliance Advisors, LLC
Activist Investing Is a New Asset Class
116
140
164
148144
60
80
100
120
140
160
180
2013 2014 2015 2016 YTD 2017
(US$
billion)
Source: Activist Insight, as of Sep. 5, 2017.*Includes activist investors in North America only.
Assets Under Management by Activist Investors* (USD Billion)
2
Activist Campaigns – Voting Trends
Total Proxy Fights(Voted On + Withdrawn + Settled)
Most activist campaigns DO NOT go to a shareholder vote
Source: FactSet SharkRepellent, as of June 30, 2017.*Based upon scheduled meeting date.
37 3852 51
3725 28 30 32 31 38
19
42 42
47 41
4244
2736
47 4550
21
2129
27 41
2124
22
2413
2821
13
0
20
40
60
80
100
120
140
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 1H2017
# Figh
ts
Year*
Voted‐on Settled Withdrawn
3
57
49 51 54 5559
5260
73
5855 57
0
10
20
30
40
50
60
70
80
90
100
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 1H2017
Success R
ate (%
)
Year*
Activist Win‐Rate (all campaigns)
Dissident Success Rate for All Proxy Fights
Source: FactSet SharkRepellent, as of June 30, 2017.*Based upon scheduled meeting date.Success rate is defined as the number of outright victories, partial victories or settlements by the dissident as a percentage of all proxy fights where an outcome has been reached.
Access to expertise and support of long‐only funds has resulted in high win‐rate
4
2227
35
20 2414 15 12 12 16
28
10
109
15
22 12
8 9 17 18 14
9
8
52
29
1
34
1 2 1
1
1
0
10
20
30
40
50
60
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 1H2017
# Figh
ts
Management won Dissident won Split
Year*
Activist Campaigns – The Winner is …
Management vs. Dissident Track Record in Proxy Fights That Went To Shareholder Vote
Source: FactSet SharkRepellent, as of June 30, 2017.*Based upon scheduled meeting date.
Management’s win‐rate has improved
5
Activists Tend to Seek Minority Representation
Primary Proxy Contest Campaign Type*Board Control (Majority) vs. Board Representation (Minority)
Source: FactSet SharkRepellent. Data based upon meeting date between Jan. 1, 2014 and Jun. 30, 2017. *Campaign type includes board control and representation.
6
Proxy Contest by Market Cap. (Board Control/ Representation)
Activists Focus on Small/Mid‐Cap Companies
Source: FactSet SharkRepellent. Data based upon meeting date between Jan. 1, 2014 and Jun. 30, 2017. Campaign type includes board control and representation.Excludes companies for which market capitalization is unavailable at time of campaign announcement.
<$500M66%
$0.5‐1B12%
$1‐5B15%
$5‐10B3%
>$10B4%
7
22 2330
14
29 27
29
11
1125
14
10
3
3 5
2
13
7 7
5
73 4
2
2014 2015 2016 1H2017
Construction, Mining
Wholesale Trade, Retail Trade
Transportation, Communications,Electric, Gas, And Sanitary Services
Services
Finance, Insurance, And Real Estate
Manufacturing
Total # of Campaigns 85 88 89 44
Manufacturing & Finance Industries are Primary Focus of Activist Campaigns
Source: FactSet SharkRepellent. Data based upon meeting date between Jan. 1, 2014 and Jun. 30, 2017. Campaign type includes board control and representation.
8
Institutional Investors Support Activists
Percentage of time any fund family voted on the opposition card
Source: Proxy Insight, ISS Voting Analytics.• Data based on N‐PX filings: 2016 (period covered: 7/1/2015–6/30/2016), 2017 (period covered: 7/1/2016–6/30/2017).• Proxy contests for US companies only.
33% 33%
47%
25% 27%22%
27%
7%
47%
0%
63%
33%
24%29%
43%
33%
0%
10%
20%
30%
40%
50%
60%
70%
Dimensional FundAdvisors
T. Rowe RiceAssociations, Inc.
FidelityManagement and
Research
Invesco Advisors Blackrock Advisors Northern Trust Vanguard Group SSgA
2016 2017
9
16 1814
11
12
2024
8
0
5
10
15
20
25
30
35
40
2014 2015 2016 1H2017
# Mee
tings
For Management
For Activist
(57%)(47%)
(37%)(58%)
ISS appears to be more supportive of activist
Source: ISS Governance Voting Analytics.• Data based upon meeting date between Jan. 1, 2014 and Jun. 30, 2017. • Proxy contests for all indices in USA.• Includes Elect Directors (Opposition Slate) and Remove Existing Directors only.
Proxy Fights where ISS issued recommendation
10
Key Activist Agendas
Force sale or break‐up of the company Oppose announced M&A or demand a better offer Potentially form groups with strategic acquirer E.g. Valeant/Allergan situation
11
Maximize shareholder value via share buyback and special dividends
Target cash on corporate balance sheet E.g. Carl Icahn vs. Apple
Seek operational improvements, elimination of business lines and products, geographic expansions etc.
Requires extensive industry experience and expertise Focus is on underperformance of segments and/or poor capital
allocation strategy. E.g. Starboard vs. Darden and Carl Icahn vs. EBay.
Pursue improvements in governance profiles/polices (separation of Chairman/CEO roles, board declassification, management compensation, etc.)
E.g. David E. Stern/ Air T. and Marathon Partners vs. Shutterfly
M&A
BALANCE SHEET
OPERATIONAL
GOVERNANCE
11
Components of Activist Risk Assessment
Valuation
Total Shareholder Return (TSR)
Valuation multiple premium/ discount
Change in Analyst Estimates
Earnings Surprise
Operational Issues
Revenue Growth
Operating Margin
ROIC
Relative Segment Performance
Balance Sheet/Capital Allocation
Leverage
Level of cash vs. Enterprise Value
Acquisition and R&D spending
Share buyback/dividend
Corporate Governance
Governance profile
Executive compensation
Prior Proxy Advisory firm
recommendation
12