Latest news with #GlassLewis
Fox News
11-07-2025
- Business
- Fox News
Proxy voting giants investigated by Missouri AG for misleading clients about their DEI and ESG priorities
FIRST ON FOX: Missouri Attorney General Andrew Bailey launched parallel investigations this week into two of the nation's leading proxy advisory companies, alleging they have abdicated their fiduciary duties and violated state consumer protection laws by misleading consumers about their prioritization of ideology over investor returns. Bailey argued in civil investigative demands sent to Glass Lewis and Institutional Shareholder Services (ISS) that they are violating state consumer protection law by assuring their customers that their proxy voting recommendations are based solely on data and research – and are entirely neutral. But, simultaneously, Bailey argues that publicly available documents from the firms show that their proxy voting recommendations are designed to advance DEI and environmental causes regardless of whether they undermine investor returns. Glass Lewis and ISS are two foreign-owned powerhouses that control roughly 97% of the U.S. proxy advisory market, according to an April report from the House Financial Services Committee. The firms specialize in providing voting recommendations to institutional investors – such as pension funds, retirement systems and mutual funds – on how to vote during corporate shareholder meetings. These votes frequently include decisions related to board member elections, executive compensation, company policies and other proposals. "Missourians deserve answers as to why the unseen power brokers, controlling much of corporate America, are pushing a leftist worldview at the expense of millions of honest investors," Bailey said. "These are foreign-owned actors manipulating the U.S. economy, and we will not let them thrive any longer. We are going after the source. These proxy advisors have held corporate America hostage with their radical ideologies. We are putting them on notice: Missouri will not tolerate ideological coercion disguised as investment guidance." In an enforcement petition Bailey sent to the state circuit court in an effort to compel the companies' compliance with the new probes, the attorney general points to statements on both ISS and Glass Lewis's websites, respectively, that insist they provide "objective and impartial offerings" that are "based on research and data." At the same time, Bailey points to internal company documents, such as a document titled "2025 Benchmark Policy Guidelines" from Glass Lewis, which includes numerous sections on the importance of advancing DEI and ESG causes. "This means that Glass Lewis's statement that it provides 'research and data' that allows its customers to 'make informed investment decisions' is false," Bailey wrote in his enforcement petition against Glass Lewis. Similarly, at ISS, Bailey points to company statements claiming it provides customers with "objective and impartial offerings," while simultaneously producing internal company reports that include commitments to recommending votes in favor of proposals "calling for the reduction of [greenhouse gas] emissions." In addition to allegedly misleading consumers about their company priorities, Bailey is accusing Glass Lewis and ISS of omitting or failing to disclose material information about how it weighs DEI and ESG standards when recommending votes. Bailey's investigation is requesting a range of internal documents and communications to help determine whether Glass Lewis or ISS violated state consumer protection laws through its allegedly misleading claims and lack of transparency. "ISS and Glass Lewis have been harming consumers and misleading institutional investors by promoting a radical political agenda instead of focusing on maximizing returns. By taking legal action against both firms, Attorney General Bailey is doing the right thing and holding them accountable for selfishly prioritizing racist DEI quotas, climate activism, and other outdated ESG nonsense," Will Hild, Executive Director at conservative nonprofit Consumers' Research said in a statement to Fox News Digital. "Such deception is not just financially reckless but also illegal and must be met with consequences," Hild continued. "This necessary investigation will aid in exposing these activist proxy advisors for deliberately ditching fiduciary duty in the name of furthering the ESG scam." Neither Glass Lewis nor ISS responded to repeated requests from Fox News Digital for comment. Earlier this year, Glass Lewis was served with a similar civil investigative demand by Florida's Republican Attorney General. That move followed another similar request for information in 2023 by 21 state attorneys general, including Bailey at the time.
Associated Press
07-07-2025
- Business
- Associated Press
MAG Silver Reminds Shareholders to Vote 'FOR' the Arrangement with Pan American Silver
VANCOUVER, British Columbia, July 07, 2025 (GLOBE NEWSWIRE) -- MAG Silver Corp. (TSX / NYSE American: MAG) ('MAG', or the 'Company') reminds MAG shareholders ('Shareholders') about the proxy voting deadline for the Company's upcoming special meeting of Shareholders (the 'Meeting') to be held in person at 1133 Melville Street, Suite 3500, Vancouver, British Columbia, Canada on July 10, 2025 at 9:00 a.m. (Vancouver time) to consider the previously announced plan of arrangement with Pan American Silver Corp. (the 'Arrangement'). Vote Today To ensure their vote is counted, Shareholders are encouraged to submit their vote FOR the Arrangement before the proxy voting deadline on Tuesday, July 8, 2025 at 9:00 a.m. (Vancouver time). This represents the recommendation of the Board of Directors of the Company, and leading independent proxy advisory firms, including Institutional Shareholder Services ('ISS') and Glass Lewis. Questions and Assistance with Voting If you have any questions or need assistance voting, contact Kingsdale Advisors, MAG's strategic advisor, using your preferred method of communication: The Arrangement Important additional information regarding the Arrangement, including the rights and entitlements of Shareholders thereunder and how Shareholders can attend and vote at the Meeting, is set out in the Company's information circular dated June 6, 2025 and accompanying meeting materials. The meeting materials were mailed to all Shareholders of record as of June 2, 2025 and are also available on the Company's website at and under the Company's profile on SEDAR+ at About MAG Silver Corp. ( ) MAG Silver Corp. is a growth-oriented Canadian mining and exploration company focused on advancing high-grade, district scale precious metals projects in the Americas. MAG is a top-tier primary silver mining company through its (44%) joint venture interest in the 4,000 tonnes per day Juanicipio Mine, operated by Fresnillo (56%). The mine is located in the Fresnillo Silver Trend in Mexico, the world's premier silver mining camp, where in addition to mining and processing operations, an expanded exploration program is in place targeting multiple highly prospective targets. MAG is also executing multi-phase exploration programs at the 100% earn-in Deer Trail Project in Utah and the 100% owned Larder Project, located in the historically prolific Abitibi region of Canada. Neither the Toronto Stock Exchange nor the NYSE American LLC has reviewed or accepted responsibility for the accuracy or adequacy of this press release, which has been prepared by management. Certain information contained in this release are 'forward-looking information' and 'forward-looking statements' within the meaning of applicable Canadian and United States securities legislation (collectively herein referred as 'forward-looking statements'), including the 'safe harbour' provisions of provincial securities legislation, the U.S. Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended and Section 27A of the U.S. Securities Act. Such forward-looking statements include, but are not limited to the timing of the Meeting and voting deadline in respect of the resolution approving the Arrangement; and the details of the Company's ongoing exploration programs at its projects. When used in this release, any statements that express or involve discussions with respect to predictions, beliefs, plans, projections, objectives, assumptions or future events of performance (often but not always using words or phrases such as 'anticipate', 'believe', 'estimate', 'expect', 'intend', 'plan', 'strategy', 'goals', 'objectives', 'project', 'potential' or variations thereof or stating that certain actions, events, or results 'may', 'could', 'would', 'might' or 'will' be taken, occur or be achieved, or the negative of any of these terms and similar expressions), as they relate to the Company or management, are intended to identify forward-looking statements. Such statements reflect the Company's current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions. Forward-looking statements are necessarily based upon estimates and assumptions, which are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, regarding future business decisions, are subject to change. Assumptions underlying the Company's expectations regarding forward-looking statements contained in this release include, among others: the impact of inflation and disruptions to the global, regional and local supply chains; tonnage of ore to be mined and processed; future anticipated prices for gold, silver and other metals and assumed foreign exchange rates; the timing and impact of planned capital expenditure projects, including anticipated sustaining, project, and exploration expenditures; ore grades and recoveries; capital decommissioning and reclamation estimates; prices for energy inputs, labour, materials, supplies and services (including transportation); no labour-related disruptions at any of the Company's operations; no unplanned delays or interruptions in scheduled production; all necessary permits, licenses and regulatory approvals for the Company's operations are received in a timely manner; the Company's ability to secure and maintain title and ownership to mineral properties and the surface rights necessary for our operations; whether the Company is able to maintain a strong financial condition and have sufficient capital, to sustain its business and operations; and the Company's ability to comply with environmental, health and safety laws. Although MAG believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. The Company's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and, other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements. Please Note: Investors are urged to consider closely the disclosures in MAG's annual and quarterly reports and other public filings, accessible through the Internet For further information on behalf of MAG Silver Corp., please contact Fausto Di Trapani, Chief Financial Officer. Phone: (604) 630-1399 Toll Free: (866) 630-1399 Email: [email protected]
Yahoo
07-07-2025
- Business
- Yahoo
Leading Independent Proxy Advisory Firm ISS Joins Glass Lewis in Recommending Shareholders Vote to Keep the Current SINOVAC Board in Place
ISS states, "[T]he [current] board appears to be working to pay SVA shareholders their fair share of dividends, and to resume trading of the company's shares, which are the two most pressing issues currently facing SVA shareholders." SINOVAC's Board of Directors encourages shareholders to follow recommendations by ISS and Glass Lewis and VOTE the WHITE proxy card "AGAINST" the misguided proposals to remove the SINOVAC Board and appoint the Reconstituted Imposter Former Board Slate Special Meeting of SINOVAC shareholders to be held on July 8, 2025 To learn more, visit: BEIJING, July 03, 2025--(BUSINESS WIRE)--The Board of Directors of SINOVAC Biotech Ltd. (NASDAQ: SVA) ("SINOVAC" or the "Company"), a leading provider of biopharmaceutical products in China, today announced that leading independent proxy advisory firm Institutional Shareholder Services Inc. ("ISS") has joined Glass, Lewis & Co. ("Glass Lewis") in recommending that SINOVAC shareholders vote to KEEP the current SINOVAC Board in place by voting the WHITE proxy card "AGAINST" the election of the Reconstituted Imposter Former Board Slate at the upcoming Special Meeting of Shareholders (the "Special Meeting"). The SINOVAC Board issued the following statement in response to ISS' recommendation: "We are thrilled that independent proxy advisors ISS and Glass Lewis recommended shareholders vote to KEEP SINOVAC's current Board in place and OPPOSE the Reconstituted Imposter Former Board Slate. In making their recommendations, ISS and Glass Lewis both recognized the swift actions the current SINOVAC Board has taken to restore fairness and deliver value to SINOVAC's rightful shareholders, and they have criticized the Imposter Former Board's abject governance failures that robbed value from SINOVAC shareholders during its seven-year "de facto" tenure. "The facts speak for themselves: over the past four months, the current SINOVAC Board has demonstrated its commitment to righting the wrongs of the Imposter Former Board. The current Board has declared a US$55.00 per common share special cash dividend and has continued to lay the groundwork for additional distributions, is working with NASDAQ to resume trading, and is launching a formal exploration of a future listing on the Stock Exchange of Hong Kong to promote liquidity and support shareholder value creation. "In contrast, the Imposter Former Board, in close coordination with SAIF, Advantech/Prime Success ("Advantech/Prime") and Vivo Capital (together, "the Dissenting Investor Group"), continue to attempt to derail our progress through misleading rhetoric, baseless claims and frivolous legal actions. Their self-serving objective is clear: regain control of SINOVAC and deprive common shareholders of their rightful dividend payments. "We urge shareholders to follow the recommendations of both leading independent proxy advisory firms by voting AGAINST the election of the Reconstituted Imposter Former Board on the WHITE proxy card." Highlights from the ISS Report include1 (emphasis added): SUPERIORITY OF THE CURRENT BOARD "[T]he [current] board appears to be working to pay SVA shareholders their fair share of dividends, and to resume trading of the company's shares, which are the two most pressing issues currently facing SVA shareholders." DIVIDEND PAYMENTS "In engagement with ISS, when [the dissident's] nominees who were former board members were asked why they did not pay dividends to SVA shareholders when they were board members, they gave several answers. […] However, neither reason is reflected in the company's statements in its annual report for 2023, in which it states that the company 'has no intention to distribute dividends in the near future.' When the available facts outlined in the sections above are taken into account, it is difficult to rationalize the conduct of the former board with regard to dividend distributions to SVA shareholders." "The former board […] presided over transactions that enabled the payment of billions of dollars in dividends to minority shareholders of SLS, all while it told SVA shareholders that it had no plans to pay dividends to them." POISON PILL AND NASDAQ TRADING HALT "It appears that the former board used the poison pill as an entrenchment mechanism. The former board declared that it had been triggered over one year prior, and acted to issue shares accordingly. In doing so, it appears that the former board was using it against shareholders who had cast more votes for their candidates at the 2018 AGM than had been cast for management nominees. In that sense, it appears that the former board was using the pill to overturn the will of a majority of shareholders." "During this contest, the dissident has not provided a convincing explanation for why the former board could not remove the trading halt." "[…] the more than decade-long record of former board members on the dissident slate paints a picture of a board that adopted and triggered a poison pill to disenfranchise shareholders, which led to the trading halt of the company's shares." IMPOSTER FORMER BOARD'S SELF-DEALING "Shareholders can reasonably question whether the former SVA board acted appropriately in its appointment of SLS board members, who presumably approved the sale of nearly 41 percent of the entity at a time when SLS was generating healthy profits." At the Special Meeting, shareholders will have the chance to send a clear message to the Dissenting Investor Group: SINOVAC will no longer be held captive to their self-dealing. SINOVAC's Board urges shareholders to protect their investment and the future of their Company by voting the WHITE proxy card today "AGAINST" Proposals 1 and 2 at the Special Meeting. For more details on the misdeeds and shareholder harm caused by the Imposter Former Board and Dissenting Investor Group, visit our website 1 Permission to use quotations was neither sought nor obtained. Your Vote is Important Your vote on or before July 8 will be about the future of SINOVAC, your receipt of your make-whole dividend payments in the near-term, and the long-term value of your investment. We urge you to keep SINOVAC's Board in place and vote on the WHITE proxy card "AGAINST" Proposal 1 to remove the current Board and "AGAINST" Proposal 2 to appoint the Reconstituted Imposter Former Board Slate. Your vote is critical to ensuring that SINOVAC remains on the path to stability, growth, and value creation for all shareholders. DISCARD any items you received asking you to vote for the Reconstituted Imposter Former Board Slate. If you have already voted for the Reconstituted Imposter Former Board Slate, you can subsequently revoke it by using the WHITE proxy card or WHITE voting instruction form to vote. Only your latest-dated vote will count! The Special Meeting of Shareholders will be held on Wednesday, July 9, 2025, at 8:00 a.m. China Standard Time (Tuesday, July 8, 2025, at 8:00 p.m. Atlantic Standard Time). Valid shareholders of record as of the close of business on May 19, 2025, are entitled to vote at the meeting. If you have any questions about locating your control number or voting your shares, please contact our proxy solicitor, Georgeson LLC, toll free at (844) 568-1506 in the U.S and (646) 543-1968 outside the U.S. or via email at SinovacSpecialMeeting@ About SINOVAC Sinovac Biotech Ltd. (SINOVAC) is a China-based biopharmaceutical company that focuses on the R&D, manufacturing, and commercialization of vaccines that protect against human infectious diseases. SINOVAC's product portfolio includes vaccines against COVID-19, enterovirus 71 (EV71) infected Hand-Foot-Mouth disease (HFMD), hepatitis A, varicella, influenza, poliomyelitis, pneumococcal disease, etc. The COVID-19 vaccine, CoronaVac®, has been approved for use in more than 60 countries and regions worldwide. The hepatitis A vaccine, Healive®, passed WHO prequalification requirements in 2017. The EV71 vaccine, Inlive®, is an innovative vaccine under "Category 1 Preventative Biological Products" and commercialized in China in 2016. In 2022, SINOVAC's Sabin-strain inactivated polio vaccine (sIPV) and varicella vaccine were prequalified by the WHO. SINOVAC was the first company to be granted approval for its H1N1 influenza vaccine Panflu.1®, which has supplied the Chinese government's vaccination campaign and stockpiling program. The Company is also the only supplier of the H5N1 pandemic influenza vaccine, Panflu®, to the Chinese government stockpiling program. SINOVAC continually dedicates itself to new vaccine R&D, with more combination vaccine products in its pipeline, and constantly explores global market opportunities. SINOVAC plans to conduct more extensive and in-depth trade and cooperation with additional countries, and business and industry organizations. Important Additional Information and Where to Find It In connection with SINOVAC's Special Meeting, SINOVAC has filed with the U.S. Securities and Exchange Commission ("SEC") and mailed to shareholders of record entitled to vote at the Special Meeting a definitive proxy statement and other documents, including a WHITE proxy card. SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC AND WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and other interested parties will be able to obtain the documents free of charge at the SEC's website, or from SINOVAC at its website: You may also obtain copies of SINOVAC's definitive proxy statement and other documents, free of charge, by contacting SINOVAC's Investor Relations Department at ir@ Safe Harbor Statement This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. Such statements are based upon current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company's or Board's control, which may cause actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company and Board do not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law. View source version on Contacts Investor and Media FGS GlobalSinovac@ Sign in to access your portfolio
Associated Press
04-07-2025
- Business
- Associated Press
Leading Independent Proxy Advisory Firm ISS Joins Glass Lewis in Recommending Shareholders Vote to Keep the Current SINOVAC Board in Place
BEIJING--(BUSINESS WIRE)--Jul 3, 2025-- The Board of Directors of SINOVAC Biotech Ltd. (NASDAQ: SVA) (' SINOVAC ' or the ' Company '), a leading provider of biopharmaceutical products in China, today announced that leading independent proxy advisory firm Institutional Shareholder Services Inc. ('ISS') has joined Glass, Lewis & Co. ('Glass Lewis') in recommending that SINOVAC shareholders vote to KEEP the current SINOVAC Board in place by voting the WHITE proxy card 'AGAINST' the election of the Reconstituted Imposter Former Board Slate at the upcoming Special Meeting of Shareholders (the 'Special Meeting'). The SINOVAC Board issued the following statement in response to ISS' recommendation: 'We are thrilled that independent proxy advisors ISS and Glass Lewis recommended shareholders vote to KEEP SINOVAC's current Board in place and OPPOSE the Reconstituted Imposter Former Board Slate. In making their recommendations, ISS and Glass Lewis both recognized the swift actions the current SINOVAC Board has taken to restore fairness and deliver value to SINOVAC's rightful shareholders, and they have criticized the Imposter Former Board's abject governance failures that robbed value from SINOVAC shareholders during its seven-year 'de facto' tenure. 'The facts speak for themselves: over the past four months, the current SINOVAC Board has demonstrated its commitment to righting the wrongs of the Imposter Former Board. The current Board has declared a US$55.00 per common share special cash dividend and has continued to lay the groundwork for additional distributions, is working with NASDAQ to resume trading, and is launching a formal exploration of a future listing on the Stock Exchange of Hong Kong to promote liquidity and support shareholder value creation. 'In contrast, the Imposter Former Board, in close coordination with SAIF, Advantech/Prime Success ('Advantech/Prime') and Vivo Capital (together, 'the Dissenting Investor Group'), continue to attempt to derail our progress through misleading rhetoric, baseless claims and frivolous legal actions. Their self-serving objective is clear: regain control of SINOVAC and deprive common shareholders of their rightful dividend payments. 'We urge shareholders to follow the recommendations of both leading independent proxy advisory firms by voting AGAINST the election of the Reconstituted Imposter Former Board on the WHITE proxy card.' Highlights from the ISS Report include 1 (emphasis added): SUPERIORITY OF THE CURRENT BOARD DIVIDEND PAYMENTS POISON PILL AND NASDAQ TRADING HALT IMPOSTER FORMER BOARD'S SELF-DEALING At the Special Meeting, shareholders will have the chance to send a clear message to the Dissenting Investor Group: SINOVAC will no longer be held captive to their self-dealing. SINOVAC's Board urges shareholders to protect their investment and the future of their Company by voting the WHITE proxy card today 'AGAINST' Proposals 1 and 2 at the Special Meeting. For more details on the misdeeds and shareholder harm caused by the Imposter Former Board and Dissenting Investor Group, visit our website Your Vote is Important Your vote on or before July 8 will be about the future of SINOVAC, your receipt of your make-whole dividend payments in the near-term, and the long-term value of your investment. We urge you to keep SINOVAC's Board in place and vote on the WHITE proxy card ' AGAINST ' Proposal 1 to remove the current Board and ' AGAINST ' Proposal 2 to appoint the Reconstituted Imposter Former Board Slate. Your vote is critical to ensuring that SINOVAC remains on the path to stability, growth, and value creation for all shareholders. DISCARD any items you received asking you to vote for the Reconstituted Imposter Former Board Slate. If you have already voted for the Reconstituted Imposter Former Board Slate, you can subsequently revoke it by using the WHITE proxy card or WHITE voting instruction form to vote. Only your latest-dated vote will count! The Special Meeting of Shareholders will be held on Wednesday, July 9, 2025, at 8:00 a.m. China Standard Time (Tuesday, July 8, 2025, at 8:00 p.m. Atlantic Standard Time). Valid shareholders of record as of the close of business on May 19, 2025, are entitled to vote at the meeting. If you have any questions about locating your control number or voting your shares, please contact our proxy solicitor, Georgeson LLC, toll free at (844) 568-1506 in the U.S and (646) 543-1968 outside the U.S. or via email at[email protected]. About SINOVAC Sinovac Biotech Ltd. (SINOVAC) is a China-based biopharmaceutical company that focuses on the R&D, manufacturing, and commercialization of vaccines that protect against human infectious diseases. SINOVAC's product portfolio includes vaccines against COVID-19, enterovirus 71 (EV71) infected Hand-Foot-Mouth disease (HFMD), hepatitis A, varicella, influenza, poliomyelitis, pneumococcal disease, etc. The COVID-19 vaccine, CoronaVac®, has been approved for use in more than 60 countries and regions worldwide. The hepatitis A vaccine, Healive®, passed WHO prequalification requirements in 2017. The EV71 vaccine, Inlive®, is an innovative vaccine under 'Category 1 Preventative Biological Products' and commercialized in China in 2016. In 2022, SINOVAC's Sabin-strain inactivated polio vaccine (sIPV) and varicella vaccine were prequalified by the WHO. SINOVAC was the first company to be granted approval for its H1N1 influenza vaccine Panflu.1®, which has supplied the Chinese government's vaccination campaign and stockpiling program. The Company is also the only supplier of the H5N1 pandemic influenza vaccine, Panflu®, to the Chinese government stockpiling program. SINOVAC continually dedicates itself to new vaccine R&D, with more combination vaccine products in its pipeline, and constantly explores global market opportunities. SINOVAC plans to conduct more extensive and in-depth trade and cooperation with additional countries, and business and industry organizations. Important Additional Information and Where to Find It In connection with SINOVAC's Special Meeting, SINOVAC has filed with the U.S. Securities and Exchange Commission ('SEC') and mailed to shareholders of record entitled to vote at the Special Meeting a definitive proxy statement and other documents, including a WHITE proxy card. SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC AND WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and other interested parties will be able to obtain the documents free of charge at the SEC's website, or from SINOVAC at its website: You may also obtain copies of SINOVAC's definitive proxy statement and other documents, free of charge, by contacting SINOVAC's Investor Relations Department at [email protected]. Safe Harbor Statement This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as 'may,' 'will,' 'expect,' 'anticipate,' 'aim,' 'estimate,' 'intend,' 'plan,' 'believe,' 'potential,' 'continue,' 'is/are likely to' or other similar expressions. Such statements are based upon current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company's or Board's control, which may cause actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company and Board do not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law. View source version on CONTACT: Investor and Media FGS Global [email protected] KEYWORD: CHINA UNITED STATES NORTH AMERICA ASIA PACIFIC INDUSTRY KEYWORD: INFECTIOUS DISEASES BIOTECHNOLOGY PHARMACEUTICAL HEALTH SOURCE: The Board of Directors of Sinovac Biotech Ltd. Copyright Business Wire 2025. PUB: 07/03/2025 07:34 PM/DISC: 07/03/2025 07:34 PM
Yahoo
02-07-2025
- Business
- Yahoo
Leading Independent Proxy Advisory Firm Glass Lewis Recommends SINOVAC Shareholders Vote to Keep the Current Board in Place
Glass Lewis concludes, "[T]he current board has demonstrated credible progress in restoring governance stability and operational normalcy. [...] The Dissident Group's proposals, by contrast, rest on an inconsistent platform, rely on individuals linked to the governance failures of the past, and raise material questions about their ability to credibly resolve the challenges ahead." SINOVAC's Current Board of Directors encourages shareholders to follow Glass Lewis' Recommendation and VOTE the WHITE proxy card "AGAINST" the misguided proposals to remove the SINOVAC Board and appoint the Reconstituted Imposter Former Board Slate Special Meeting of SINOVAC shareholders to be held on July 8, 2025 To learn more visit: BEIJING, July 02, 2025--(BUSINESS WIRE)--The Board of Directors of SINOVAC Biotech Ltd. (NASDAQ: SVA) ("SINOVAC" or the "Company"), a leading provider of biopharmaceutical products in China, today announced that leading independent proxy advisory firm Glass, Lewis & Co. ("Glass Lewis") has recommended that SINOVAC shareholders vote to keep the current SINOVAC Board in place by voting the WHITE proxy card "AGAINST" the election of the Reconstituted Imposter Former Board Slate at the upcoming Special Meeting of Shareholders (the "Special Meeting") to be held on Wednesday, July 9, 2025 at 8:00 a.m. China Standard Time (Tuesday, July 8, 2025 at 8:00 p.m. Atlantic Standard Time). The SINOVAC Board issued the following statement in response to Glass Lewis' recommendation: "We are pleased that Glass Lewis rightly recognizes that keeping the current Board in place is in the best interests of all SINOVAC shareholders. We have made incredible progress over the past four months to restore fairness and deliver value to all SINOVAC shareholders, including declaring a US$55.00 per common share special cash dividend and laying the groundwork for additional distributions to rightful shareholders, while retaining ample working capital for investment and innovation. "We remain committed to ending years of governance failures committed by the Imposter Former Board and ensuring valid shareholders receive their fair share of distributions, while setting the Company on a path of renewed growth and corporate accountability. As part of these efforts, we are planning an annual meeting of shareholders in the second quarter of 2026 to nominate a full slate of highly-qualified and independent directors to guide SINOVAC's next phase of growth." In making its recommendation that shareholders RETAIN the Current Board and OPPOSE the Reconstituted Imposter Former Board Slate, Glass Lewis highlights the track record of misleading claims and exploitation carried out by the Imposter Former Board, Advantech/Prime Success ("Advantech/Prime"), Vivo Capital, SAIF and other members of the Former Management Buyout Consortium. This includes the: Authorization of an invalid PIPE transaction to Advantech/Prime and Vivo Capital at a below-market price in 2018, which materially diluted SINOVAC shareholders and was made at a time when the Company did not need the capital; Adoption of the invalid poison pill, which directly caused the NASDAQ trading halt in 2019 and trapped shareholders' investment in SINOVAC during a time of immense growth and value creation, including during the COVID-19 pandemic when vaccine companies traded at peak valuations; and Seven years of governance and compliance shortcomings that occurred under the Imposter Former Board, which directly led to the resignation of three of the Company's auditors during its tenure. Highlights from the Glass Lewis Report include1 (emphasis added): SUPERIORITY OF THE CURRENT BOARD "We believe the current board has demonstrated credible progress in restoring governance stability and operational normalcy. This includes a clear articulation of a dividend policy, with substantial proposed distributions that are consistent with the Company's extraordinary cash position and aligned with shareholder interests. In contrast, the Dissident Group has failed to articulate a detailed or consistent alternative capital return strategy." "Taken together, we believe the current board offers a more coherent and transparent strategy that is aligned with the Company's broader shareholder base. The Dissident Group's proposals, by contrast, rest on an inconsistent platform, rely on individuals linked to the governance failures of the past, and raise material questions about their ability to credibly resolve the challenges ahead. Accordingly, we recommend that shareholders vote on the Company's WHITE proxy card AGAINST Proposals 1.00 and 2.00." DIVIDEND POLICY "In our view, there is no doubt that the Company has accumulated more liquidity than is required for its ongoing operations, supporting the case for a significant return of capital to shareholders." "In our view, the current board has demonstrated a stronger commitment to transparent and substantial capital return. The proposed dividends are clearly articulated, consistent with the Company's excess cash position, and aligned with a broader effort to stabilize governance and shareholder relations following years of litigation. […] Even after such distributions, we calculate that the Company would still retain several billion dollars in working capital and maintain financial metrics broadly consistent with industry peers." "While it is true that PRC regulatory constraints can complicate cross-border cash transfers from operating subsidiaries to the parent entity, the Former Board could have nonetheless signaled a commitment to declare dividends upon the resolution of key litigation or regulatory hurdles. Its failure to do so, even after years of litigation, suggests that capital return was not a meaningful priority during its tenure." "[The Dissident Group]'s shifting criticisms, from claiming dividends are insufficient to later arguing they are excessive, reflect what we view as a reactive approach that appears driven more by tactical positioning in a campaign rather than long-term value creation." NASDAQ TRADING HALT AND AUDITOR RESIGNATION "After review, we believe a balanced assessment points to the Former Board's decision to activate the poison pill and issue Exchange Shares – steps later invalidated by the Privy Council – as the key root cause of the suspension." "In our view, the extended trading halt reflects a compounding sequence of governance failures, initiated by the Former Board and inherited by the current board, which is now tasked with untangling the consequences in order to restore the Company's listing status." "We also believe that many of the structural problems now facing the Company – including the trading suspension and auditor resignation – stem from the Former Board's decisions, particularly its unlawful activation of the poison pill and the issuance of Exchange Shares. The current board's actions to revisit and resolve these issues appear to be necessary steps to reestablish regulatory compliance and relist the Company's shares." PIPE FINANCING AND RELATED LITIGATION "On the matter of the PIPE Financing and related litigation, the Dissident Group's narrative is materially undermined by the Company's own filings, which confirm that the proceeds of the PIPE Financing were never utilized. The financing itself was approved by a board that has since been deemed illegitimate by the Privy Council, raising further questions about its validity." "In our view, the facts here strongly undercut the Dissident Group's framing of the PIPE Financing's merits. The Company's reasonably strong financial health at the time, the non-utilization of the financing proceeds, and the potential for substantial equity dilution to all other shareholders, taken together, suggest that the PIPE Financing was, at best, unnecessary and, at worst, damaging to shareholder interests. These factors further call into question the credibility of the Dissident Group's broader governance and capital allocation agenda, particularly its alignment with all shareholders' interests." "At the same time, it also raises questions as to why SAIF, which is not a PIPE Investor itself, would align so closely with this group. While historical ties between SAIF and the PIPE Investors (through their prior collaboration in the Management-SAIF Consortium) offer one explanation, the appearance of entrenchment or aligned self-interest cannot be easily dismissed." The Dissenting Investor Group's goal is clear: to reinstate a complacent and complicit board that will allow them to seize control of SINOVAC at the expense of common shareholders. SINOVAC's Board urges shareholders to protect their investment and the future of the Company by voting the WHITE proxy card today "AGAINST" Proposal 1 and 2 at the Special Meeting. For more details on the misdeeds and shareholder harm caused by the Imposter Former Board and Dissenting Investor Group, visit our website Your Vote is Important Your vote on or before July 8 will be about the future of SINOVAC, your receipt of your make-whole dividend payments in the near-term, and the long-term value of your investment. We urge you to keep SINOVAC's Board in place and vote on the WHITE proxy card "AGAINST" Proposal 1 to remove the current Board and "AGAINST" Proposal 2 to appoint the Reconstituted Imposter Former Board Slate. Your vote is critical to ensuring that SINOVAC remains on the path to stability, growth, and value creation for all shareholders. DISCARD any items you received asking you to vote for the Reconstituted Imposter Former Board Slate. If you have already voted for the Reconstituted Imposter Former Board Slate, you can subsequently revoke it by using the WHITE proxy card or WHITE voting instruction form to vote. Only your latest-dated vote will count! The Special Meeting of Shareholders will be held on Wednesday, July 9, 2025 at 8:00 a.m. China Standard Time (Tuesday, July 8, 2025 at 8:00 p.m. Atlantic Standard Time). Valid shareholders of record as of the close of business on May 19, 2025 are entitled to vote at the meeting. If you have questions about how your vote can be counted, please contact our proxy solicitor, Georgeson LLC, toll free at (844) 568-1506 in the U.S and (646) 543-1968 outside the U.S. or via email at SinovacSpecialMeeting@ About SINOVAC Sinovac Biotech Ltd. (SINOVAC) is a China-based biopharmaceutical company that focuses on the R&D, manufacturing, and commercialization of vaccines that protect against human infectious diseases. SINOVAC's product portfolio includes vaccines against COVID-19, enterovirus 71 (EV71) infected Hand-Foot-Mouth disease (HFMD), hepatitis A, varicella, influenza, poliomyelitis, pneumococcal disease, etc. The COVID-19 vaccine, CoronaVac®, has been approved for use in more than 60 countries and regions worldwide. The hepatitis A vaccine, Healive®, passed WHO prequalification requirements in 2017. The EV71 vaccine, Inlive®, is an innovative vaccine under "Category 1 Preventative Biological Products" and commercialized in China in 2016. In 2022, SINOVAC's Sabin-strain inactivated polio vaccine (sIPV) and varicella vaccine were prequalified by the WHO. SINOVAC was the first company to be granted approval for its H1N1 influenza vaccine Panflu.1®, which has supplied the Chinese government's vaccination campaign and stockpiling program. The Company is also the only supplier of the H5N1 pandemic influenza vaccine, Panflu®, to the Chinese government stockpiling program. SINOVAC continually dedicates itself to new vaccine R&D, with more combination vaccine products in its pipeline, and constantly explores global market opportunities. SINOVAC plans to conduct more extensive and in-depth trade and cooperation with additional countries, and business and industry organizations. Important Additional Information and Where to Find It In connection with SINOVAC's Special Meeting, SINOVAC has filed with the U.S. Securities and Exchange Commission ("SEC") and mailed to shareholders of record entitled to vote at the Special Meeting a definitive proxy statement and other documents, including a WHITE proxy card. SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC AND WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and other interested parties will be able to obtain the documents free of charge at the SEC's website, or from SINOVAC at its website: You may also obtain copies of SINOVAC's definitive proxy statement and other documents, free of charge, by contacting SINOVAC's Investor Relations Department at ir@ Safe Harbor Statement This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. Such statements are based upon current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company's or Board's control, which may cause actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company and Board do not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law. 1 Permission to use quotations was neither sought nor obtained. 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