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Both ISS and Glass Lewis Recommend Shareholders Vote AGAINST Keisei President Toshiya Kobayashi, Endorsing Palliser's Call for Governance Reform
Both ISS and Glass Lewis Recommend Shareholders Vote AGAINST Keisei President Toshiya Kobayashi, Endorsing Palliser's Call for Governance Reform

Associated Press

time16-06-2025

  • Business
  • Associated Press

Both ISS and Glass Lewis Recommend Shareholders Vote AGAINST Keisei President Toshiya Kobayashi, Endorsing Palliser's Call for Governance Reform

LONDON--(BUSINESS WIRE)--Jun 15, 2025-- Palliser Capital ('Palliser'), one of the largest shareholders of Keisei Electric Railway Co., Ltd. (9009 JT) ('Keisei' or the 'Company') with a shareholding over 4.5%, today welcomed the recommendations by ISS and Glass Lewis that shareholders vote AGAINST the re-election of current President Toshiya Kobayashi and other directors at the Company's upcoming Annual General Meeting on June 27, 2025. Both ISS and Glass Lewis echoed serious concerns with Keisei's governance practices in their research reports, citing: ISS concluded that 'Palliser has made a compelling case that a governance overhaul at Keisei is necessary to restore trust in management', while Glass Lewis concluded that withholding support for Toshiya Kobayashi would serve as a 'measured signal to prompt meaningful improvements in Keisei's governance and transparency practices.' James Smith, Founder and Chief Investment Officer of Palliser, commented: 'ISS and Glass Lewis' recommendations validate our concerns and underscore the importance of holding leadership accountable. We urge shareholders to vote against current President Toshiya Kobayashi, outside directors Shotaro Tochigi, Misao Kikuchi, and Takako Amitani, and proposed new inside directors Kunihiko Yoshikawa and Takeshi Hashimoto.' Full details relating to Palliser's ongoing engagement are available About Palliser Capital Palliser Capital is a global multi-strategy fund. Our value-oriented investment philosophy is applied to a broad range of opportunities across the capital structure with a focus on situations where positive change and value enhancement can be achieved through thoughtful, constructive and long-term engagement with companies and across a range of different stakeholder groups. Palliser Capital is one of the largest Keisei shareholders with a stake in excess of 4.5%. View source version on CONTACT: Media Prosek Partners Brian Schaffer / Kiki Tarkhan / Forrest Gitlin [email protected] KEYWORD: UNITED KINGDOM EUROPE INDUSTRY KEYWORD: RAIL PROFESSIONAL SERVICES TRANSPORT FINANCE SOURCE: Palliser Capital Copyright Business Wire 2025. PUB: 06/15/2025 07:00 PM/DISC: 06/15/2025 07:04 PM

Both ISS and Glass Lewis Recommend Shareholders Vote AGAINST Keisei President Toshiya Kobayashi, Endorsing Palliser's Call for Governance Reform
Both ISS and Glass Lewis Recommend Shareholders Vote AGAINST Keisei President Toshiya Kobayashi, Endorsing Palliser's Call for Governance Reform

Business Wire

time15-06-2025

  • Business
  • Business Wire

Both ISS and Glass Lewis Recommend Shareholders Vote AGAINST Keisei President Toshiya Kobayashi, Endorsing Palliser's Call for Governance Reform

LONDON--(BUSINESS WIRE)--Palliser Capital ('Palliser'), one of the largest shareholders of Keisei Electric Railway Co., Ltd. (9009 JT) ('Keisei' or the 'Company') with a shareholding over 4.5%, today welcomed the recommendations by ISS and Glass Lewis that shareholders vote AGAINST the re-election of current President Toshiya Kobayashi and other directors at the Company's upcoming Annual General Meeting on June 27, 2025. Both ISS and Glass Lewis echoed serious concerns with Keisei's governance practices in their research reports, citing: Lack of clarity in capital allocation strategy, particularly regarding its substantial stake in Oriental Land; The decision to acquire a 0.46% stake in Aeon as another example of poor capital allocation; Adjusted ROE under 5% - significantly short of peer median ROE and TSE guidelines; Insufficient transparency in the nomination process for outside directors; and Weak responsiveness to shareholder feedback, including the nearly one-third support for Palliser's shareholder proposal at the 2024 AGM. ISS concluded that 'Palliser has made a compelling case that a governance overhaul at Keisei is necessary to restore trust in management', while Glass Lewis concluded that withholding support for Toshiya Kobayashi would serve as a 'measured signal to prompt meaningful improvements in Keisei's governance and transparency practices.' James Smith, Founder and Chief Investment Officer of Palliser, commented: 'ISS and Glass Lewis' recommendations validate our concerns and underscore the importance of holding leadership accountable. We urge shareholders to vote against current President Toshiya Kobayashi, outside directors Shotaro Tochigi, Misao Kikuchi, and Takako Amitani, and proposed new inside directors Kunihiko Yoshikawa and Takeshi Hashimoto.' Full details relating to Palliser's ongoing engagement are available at About Palliser Capital Palliser Capital is a global multi-strategy fund. Our value-oriented investment philosophy is applied to a broad range of opportunities across the capital structure with a focus on situations where positive change and value enhancement can be achieved through thoughtful, constructive and long-term engagement with companies and across a range of different stakeholder groups. Palliser Capital is one of the largest Keisei shareholders with a stake in excess of 4.5%.

ISS recommends against six Keisei Electric Railway candidates in fight with Palliser
ISS recommends against six Keisei Electric Railway candidates in fight with Palliser

Reuters

time13-06-2025

  • Business
  • Reuters

ISS recommends against six Keisei Electric Railway candidates in fight with Palliser

NEW YORK, June 13 (Reuters) - U.S. proxy advisory firm Institutional Shareholder Services (ISS) on Friday urged Keisei Electric Railway investors to vote against six management board nominees, including the Japanese company's current chief executive officer. ISS's recommendation, which helps guide asset managers' votes on hot button issues, extends support to UK activist Palliser Capital which has been pushing the railway operator for years to reallocate capital and improve governance to boost its share price. The annual meeting date for Keisei, which runs one of the main lines from Narita airport into the center of Tokyo, is scheduled for June 27. Palliser "has made a compelling case that a governance overhaul at Keisei is necessary to restore trust in management," ISS wrote in a report seen by Reuters. The hedge fund has argued that the number of insiders on the company's board have led to a lack of accountability for its underperformance. Now, Palliser wants to block the election of six people and cut the board's size to nine from 15 members, potentially making the board more agile. It is opposing the re-election of four incumbent nominees, including Keisei's president and chief executive officer Toshiya Kobayashi, and two new insiders. Palliser is not targeting Takao Amano who is scheduled take over as CEO from Kobayashi when he transitions to board chair after this year's annual meeting. Earlier in the week, Glass Lewis, another prominent proxy advisory firm, recommended that investors vote against two directors, including Kobayashi, according to a report seen by Reuters.

Activist investor Palliser Capital reportedly builds 5% stake in WH Smith
Activist investor Palliser Capital reportedly builds 5% stake in WH Smith

Yahoo

time12-06-2025

  • Business
  • Yahoo

Activist investor Palliser Capital reportedly builds 5% stake in WH Smith

-- Activist investor Palliser Capital has acquired a nearly 5% stake in British travel retailer WH Smith, according to a Sky News report on Thursday. Palliser Capital, a London-based investment firm, plans to examine WH Smith's leverage targets and capital allocation policy with the aim of improving returns for shareholders, the report said. The stake could be valued at approximately £65 million ($88.27 million). Palliser has recently been involved in other activist campaigns. The firm led an unsuccessful effort to convince mining company Rio Tinto (NYSE:RIO) to abandon its dual-listed structure in favor of establishing a primary listing in Australia. Related articles Activist investor Palliser Capital reportedly builds 5% stake in WH Smith ADP stock dips as company hosts 2025 investor day Morgan Stanley lifts XPeng target after G7 launch draws early interest

Activist investor Palliser builds near 5% stake in UK's WH Smith, source says
Activist investor Palliser builds near 5% stake in UK's WH Smith, source says

Reuters

time12-06-2025

  • Business
  • Reuters

Activist investor Palliser builds near 5% stake in UK's WH Smith, source says

June 12 (Reuters) - Activist investor Palliser Capital has built a nearly 5% stake in WH Smith (SMWH.L), opens new tab, a source familiar with the matter told Reuters on Thursday, sending shares of the British travel retailer up over 5%. Palliser intends to review WH Smith's leverage targets and capital allocation policy to bolster shareholders' return, a Sky News report from earlier on Thursday said, citing a source. The London-based investment firm recently led an unsuccessful proposal to force mining giant Rio Tinto (RIO.L), opens new tab, ( opens new tab to abandon its dual-listed structure in favour of a primary listing in Australia. Palliser's stake in WH Smith could be worth about 65 million pounds ($88.27 million), according to the Sky News report. WH Smith declined to comment. The company - a more than 230-year-old brand - operates about 1,200 stores in airports and train stations across 32 countries. It sold its iconic UK high-street business to Hobbycraft-owner Modella Capital in March to focus on global travel retail. Los-Angeles based Causeway Capital Management LLC is the largest shareholder of WH Smith, with a 12.2% stake, according to LSEG. ($1 = 0.7364 pounds)

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