Tag Archives: MEET1

Trump-tied SPAC delays vote after falling short on shareholder support

NEW YORK, Oct 10 (Reuters) – The blank-check acquisition firm that agreed to merge with former U.S. President Donald Trump’s social media company postponed on Monday its shareholder vote to Nov. 3 after failing to garner enough support to win a 12-month extension.

At least 65% of the shareholders of Digital World Acquisition Corp (DWAC.O) needed to agree to the extension. The special purpose acquisition company (SPAC) opted to push back the deadline to try to find more votes.

Digital World, which had already pushed back the deadline for its shareholders to vote on the 12-month extension several times over the past month, fell short of that threshold on Monday.

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At stake is an over $1 billion private investment in public equity (PIPE) financing that Trump Media & Technology Group (TMTG) stands to receive from Digital World, which inked a go-public deal with the social media company in October 2021.

Digital World last month said it had received termination notices from PIPE investors who were pulling out about $139 million of the total financing commitment.

The transaction with TMTG has been on hold amid civil and criminal investigations into the circumstances around the deal. Digital World has not yet received approval from the U.S. Securities and Exchange Commission (SEC), which is reviewing its disclosures on the deal.

Digital World is set to liquidate on Dec. 8, after managing to extend its life by three months in September.

Reuters reported last month that executives behind Digital World had failed to pay Saratoga Proxy Consulting, their proxy solicitors, for its work rallying shareholders for the vote.

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Reporting by Echo Wang in New York, additional reporting by Svea Herbst-Bayliss; Editing by Will Dunham

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Tesla shareholders broadly follow board recommendations at annual meeting

Aug 4 (Reuters) – Tesla Inc (TSLA.O) shareholders voted for board recommendations on most issues at the company’s annual meeting on Thursday, including re-electing directors, approving a stock split, while rejecting proposals focused on environment and governance.

Votes on three of the 13 proposals did not follow board recommendations, according to preliminary tallies presented at the annual shareholder meeting in Austin, Texas.

Over board opposition, shareholders passed an advisory proposal that would increase investors’ ability to nominate directors.

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Two board proposals – cutting directors’ terms to two years and eliminating supermajority requirements – did not receive supermajorities necessary to pass.

Dressed in black, Chief Executive Elon Musk heavily influenced the voting and spoke to an enthusiastic crowd after the vote. He owns 15.6% of Tesla, according to Refinitiv data, after selling millions of shares last year. read more

Investors approved a three-for-one stock split. While a split does not affect a company’s fundamentals, it could buoy the share price by making it easier for investors to own the stock.

Shareholder proposals that failed included ones arguing for endorsing the right of employees to form a union, asking the company to report its efforts in preventing racial discrimination and sexual harassment annually, as well as reporting on water risk.

A proposal asking directors to enable large and long-term stockholders or groups with at least 3% of the shares to nominate directors, cleared objections from the board. The board had earlier said a proposal like this could create opportunities for special interests to skew Tesla plans.

Musk said the company aimed to hit a production run rate of 2 million vehicles per year by the end of 2022 and would continue building factories.

Tesla has factories in California and Shanghai and is ramping up two more in Austin, Texas and Berlin. Musk said Tesla might be able to announce an additional factory this year and he expected eventually to have 10-12 so-called gigafactories.

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Reporting by Ankur Banerjee and Akash Sriram in Bengaluru; additional reporting by Peter Henderson in Oakland and Kevin Krolicki in Detroit; Editing by Anil D’Silva

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Spirit postpones Frontier deal vote, to continue talks with Frontier and JetBlue

July 7 (Reuters) – Spirit Airlines Inc (SAVE.N) said it has postponed a shareholder vote scheduled for Friday on its $2.4 billion sale to Frontier Group Holdings Inc (ULCC.O) so its board can continue discussions with both Frontier and JetBlue Airways.

Reuters first reported the planned delay.

Over the past few months, JetBlue and Frontier, led by influential airline investor Bill Franke, have repeatedly sweentened their bids for Spirit, seeking to create the fifth largest U.S. airline.

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The Spirit shareholder vote, which has been delayed twice before, is being pushed back for a third time to give Spirit and JetBlue time to finalize a deal, sources told Reuters, requesting anonymity as the discussions are confidential.

Spirit said it now plans to hold a special meeting on July 15.

JetBlue CEO Robin Hayes said in a statement the airline was “encouraged by our discussions with Spirit and are hopeful they now recognize that Spirit shareholders have indicated their clear, overwhelming preference for an agreement with JetBlue.”

JetBlue submitted a sweetened $3.7 billion all-cash bid last month but Spirit has been reluctant to accept JetBlue’s much more financially attractive offer due to concerns that antitrust regulators may reject it, according to the sources.

JetBlue is already facing a lawsuit from the U.S. Justice Department over its partnership with American Airlines (AAL.O) in the New York and Boston areas.

There is no certainty JetBlue will provide Spirit the necessary assurances on the regulatory front to reach a deal and Frontier, which has already improved its offer, may come back with a new bid, the sources added.

The Frontier deal is also expected to face antitrust scrutiny. But Spirit and some analysts say that deal has a better chance of getting a nod from regulators.

Both bidders view Spirit as an opportunity to expand their domestic footprints and reshape the U.S. airline industry, which is largely dominated by four domestic carriers. An acquisition by either bidder would come at a time when the industry is currently grappling with labor and aircraft shortages.

Last week, Spirit was forced to postpone the shareholder vote until July 8. The sources said it did not have enough shareholders to back the Frontier deal at the time.

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Reporting by Anirban Sen and Svea Herbst-Bayliss in New York and David Shepardson in Washington; additional reporting by Rajesh Kumar Singh; Editing by Greg Roumeliotis, Bill Berkrot and Edwina Gibbs

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Twitter rejects Elon Musk ally’s resignation from board

May 27 (Reuters) – Twitter Inc (TWTR.N) said in a filing on Friday it would not accept Egon Durban’s resignation from the board, two days after shareholders blocked his re-election at an annual meeting.

Durban is an ally of Elon Musk, who has offered to take Twitter private in a $44 billion deal. read more

Twitter said Durban failed to receive the support of a majority of the votes in the re-election held earlier this week due to “voting policies of certain institutional investors regarding board service limitations”.

Durban, who serves on the boards of six other companies, has agreed to reduce his board service commitments to no more than five public company boards by May 25, 2023, Twitter said.

Silver Lake Partners, where Durban is co-CEO, helped put together Musk’s $44 billion acquisition of Twitter, according a filing.

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Reporting by Nivedita Balu in Bengaluru; Editing by Krishna Chandra Eluri and Shounak Dasgupta

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Amazon shareholders vote against investor-led proposals

BOSTON/NEW YORK May 25 (Reuters) – Amazon.com Inc (AMZN.O) shareholders on Wednesday voted against all investor-led resolutions that challenged the company’s policies – including its use of plastics and certain concealment clauses in contracts – at the company’s annual meeting.

A total of 15 investor resolutions were considered, including one introduced at the meeting. The figure was a record for the retail and cloud computing giant, as socially minded investors scrutinize its treatment of workers. read more

Investors voted for proposals to approve executive compensation, board members and a stock split. read more

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The boost in the number of resolutions, which Amazon recommended investors vote against, comes as tech company shareholders push for more transparency on social issues such as pay equity, workplace culture and safety, and sustainability practices.

Antoine Argouges, CEO of activist investor Tulipshare, said in a statement that the company will continue its push for workers’ rights at Amazon.

“Whilst we are disappointed that our proposal did not pass today, this vote was just the beginning in the fight for workers rights,” Argouges said.

Amazon Chief Executive Andy Jassy defended the company’s record on safety and reviewed steps it has taken to reduce injury rates ranging from new anti-slip shoes to software meant to predict and prevent repetitive stress injuries.

He conceded that injury rates could be affected by the rapid hiring of new workers during the pandemic, including about 300,000 workers in 2021 alone. “When you hire a lot of people, your (injury) rates tend to go up,” he said.

The number of proposals also reflects changes under securities regulators appointed by U.S. President Joe Biden that have made it easier for investors to file proposals and more difficult for companies to convince regulators that these resolutions should not go to a shareholder vote. read more

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Reporting by Ross Kerber in Boston, Arriana McLymore in New York and Eva Mathews in Bengaluru
Additional reporting by Simon Jessop in London
Editing by Peter Henderson and Matthew Lewis

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Arriana McLymore

Thomson Reuters

Arriana McLymore reports on the business of law, including diversity in the profession, corporate practices, legal education and attorney career life cycles.

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Buffett reveals big investments, rails against Wall St excess at Berkshire meeting

OMAHA, Neb., April 30 (Reuters) – Warren Buffett on Saturday used the annual meeting of Berkshire Hathaway Inc (BRKa.N) to reveal major new investments including a bigger stake in Activision Blizzard Inc (ATVI.O), while also railing against Wall Street excess and addressing the risks to his conglomerate of inflation and nuclear war.

The meeting in downtown Omaha, Nebraska was Berkshire’s first welcoming shareholders since 2019, before COVID-19 derailed America’s largest corporate gathering for two years.

It allowed shareholders to ask five hours of questions directly to Buffett and Vice Chairman Charlie Munger, and some questions to Vice Chairmen Greg Abel, who would become chief executive if Buffett could not serve, and Ajit Jain.

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Buffett said Berkshire, long faulted for holding too much cash, boosted its combined stakes in oil company Chevron Corp (CVX.N) and “Call of Duty” game maker Activision Blizzard Inc (ATVI.O) nearly six-fold to more than $31 billion. read more

Berkshire also said first-quarter operating profit was little changed at $7.04 billion, as many of its dozens of businesses withstood supply chain disruptions caused by COVID-19 variants, the Ukraine invasion and rising costs from inflation. read more

Buffett, 91, said it “really feels good” to address shareholders in person, after holding the last two meetings without them. Attendees included JPMorgan Chase & Co (JPM.N) Chief Executive Jamie Dimon and the actor Bill Murray.

Buffett had in his annual shareholder letter in February bemoaned the lack of investment opportunities.

That prompted a shareholder to ask what changed in March, when Berkshire bought 14.6% of Occidental Petroleum Corp (OXY.N) and agreed to buy insurer Alleghany Corp (Y.N) for $11.6 billion.

Buffett said it was simple: he turned to Occidental after reading an analyst report, and to Alleghany after its chief executive, who once led Berkshire’s General Re business, wrote to him.

“Markets do crazy things, and occasionally Berkshire gets a chance to do something,” he said. “It’s not because we’re smart…. I think we’re sane.”

Berkshire spent $51 billion on equities in the quarter, and its cash stake sank more than $40 billion to $106 billion.

But the conglomerate has many cash-generating resources, including its insurance operations, and Buffett assured that reserves won’t run dry.

“We will always have a lot of cash,” he said. “It’s like oxygen, it’s there all the time but if it disappears for a few minutes, it’s all over.”

Buffett and Jain stumbled for answers when asked about whether the Ukraine conflict could degenerate into nuclear war.

Jain, who has drawn Buffett’s praise for decades, said he had a “lack of ability” to estimate Berkshire’s insurance exposure.

Buffett added that there was a “very, very, very low” risk of a nuclear attack, though the world had “come close” during the 1962 Cuban Missile Crisis.

“The world is flipping a coin every day,” Buffett said. “Berkshire does not have an answer.”

Buffett also picked on a favored target in saying stock markets sometimes resembled a casino or gambling partner.

“That existed to an extraordinary degree in the last couple of years, encouraged by Wall Street,” he said.

For his part, Munger, 98, echoed Nancy Reagan in criticizing bitcoin, saying that if an advisor suggested you put your retirement account there, “just say no.” Munger also criticized trading firm Robinhood Markets Inc. (HOOD.O) read more

He and Buffett munched their familiar candies from See’s, which Berkshire owns, and drank soda from Coca-Cola, a big Berkshire investment, at the meeting.

Abel defended Berkshire’s BNSF railroad, saying there was “more to be done” to improve operations and customer service, and compete against rival Union Pacific Corp (UNP.N).

Buffett also said Berkshire is designed to assure shareholders that the company and its business culture will survive his and Munger’s departures.

“Berkshire is built forever,” he said.

Shareholders also rejected proposals requiring Berkshire to disclose more about how its businesses promote diversity and address climate risks, and install an independent chairman to replace Buffett in that role. read more

Buffett has run Berkshire since 1965, and Mario Gabelli, chairman of Gamco Advisors and a prominent Berkshire investor, opposed ending his chairmanship.

“It’s not inappropriate for companies to look at separating the chair and CEO,” he said. “It doesn’t make sense in the case of Berkshire Hathaway because this guy has done a fantastic job for 50 years. We like the idea, but not here.”

Thousands of people massed outside the downtown arena housing the meeting before doors opened at 7 a.m. (1200 GMT).

Berkshire had projected lower attendance than in 2019, and about 10% to 15% of seats in the normally-full arena were empty.

As at other Berkshire-sponsored events this weekend, nearly all attendees did not wear masks, though all needed proof of COVID-19 vaccination. CNBC.com webcast the meeting.

“I bought a chair from Walmart so I could sit down,” said Tom Spain, founder of Henry Spain Investment Services in Market Harborough, England, who arrived at 3:15 a.m. for his third meeting. “Everyone has been using it. Next year I might bring a massive container of coffee and give it out.”

Lauritz Fenselau, a 23-year-old owner of a software startup from Frankfurt, Germany, showed up at 4 a.m. for his first meeting. “It’s like a pilgrimage,” he said.

Also sleep-deprived was Andres Avila, who arrived in Omaha from Boston just five hours before getting in line at 4:45 a.m., carrying an umbrella to fend off the rain.

“I have a bunch of my idols here,” he said.

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Reporting by Jonathan Stempel and Carolina Mandl in Omaha, Nebraska; editing by Megan Davies, Ros Russell and Diane Craft

Our Standards: The Thomson Reuters Trust Principles.

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Amazon faces shareholder vote on treatment of warehouse workers

  • Follows SEC backing for vote after guidance change
  • Filed by retail activist platform Tulipshare

LONDON, April 7 (Reuters) – Amazon.com Inc. (AMZN.O), the world’s biggest retailer, will face a shareholder vote calling for an independent audit of its treatment of warehouse workers after the top U.S. securities regulator turned down the company’s request to skip the resolution.

The decision means Amazon investors will get to vote on the issue for the first time, proponents said, taking advantage of guidance from the U.S. Securities and Exchange Commission in November that made it more supportive of votes on significant social issues. read more

Founded by billionaire Jeff Bezos, Amazon has drawn increasing criticism in recent years for its treatment of workers, including claims of poor working conditions at its warehouses and its attempts to block workers unionising. read more

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With investors globally pushing companies to look after their workforce as part of an increased focus on social issues, London-based retail investor activist platform Tulipshare helped file a resolution seeking to shine a light on Amazon’s practices.

Specifically, the proposal – filed under the name of a Tulipshare investor, Thomas Dadashi Tazehozi – asked the company to commission an independent audit and report on working conditions at the company.

While Amazon asked the SEC to let them refuse to put the resolution to a vote, claiming the issue relates to ordinary business operations, an April 6 letter from the SEC disagreed.

“In our view, the Tazehozi Proposal transcends ordinary business matters,” said the letter seen by Reuters.

Amazon declined to comment on the SEC response when contacted by Reuters. An annual general meeting of shareholders is scheduled for May 25.

A separate shareholder resolution seeking an audit on workplace health and safety submitted to the company by investors including the Domini Impact Equity Fund was not backed by the regulator, though.

Noting that the second resolution was “substantially duplicative” of the first, the SEC said there was some basis for the company’s request that it be allowed to skip the vote, and it would not recommend enforcement action if Amazon were to do so.

Last week some 55% of workers who cast a ballot at a warehouse in the New York City borough of Staten Island voted to form the first U.S. union at Amazon.

In its objection filed with the National Labor Relations Board, Amazon on Thursday accused the union, called the Amazon Labor Union, of threatening to act against staff unless they voted for organising. An attorney for the union called the assertion “really absurd.” read more

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Reporting by Simon Jessop, additional reporting by Ross Kerber; Editing by Mark Porter

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Tesla to seek shareholder approval for stock split

March 28 (Reuters) – Tesla Inc (TSLA.O) will seek investor approval to increase its number of shares to enable a stock split in the form of a dividend, the electric-car maker said on Monday, sending its shares up about 5%.

The proposal has been approved by its board and the shareholders will vote on it at the annual meeting. The stock split, if approved, would be the latest after a five-for-one split in August 2020 that made Tesla shares cheaper for its employees and investors.

Following a pandemic-induced rally in the technology shares, Alphabet Inc (GOOGL.O), Amazon.com Inc (AMZN.O) and Apple Inc (AAPL.O) too have in the recent past split their shares to make them more affordable.

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Tesla shares soar after stock split in 2020 Tesla shares soar after stock split in 2020

“This (stock split) could further fuel the bubble in Tesla’s stock that has been brewing over the past two years,” said David Trainer, Chief Executive of investment research firm New Constructs.

Tesla has delivered nearly a million electric cars annually, while ramping up production by setting up new factories in the Austin and Berlin amid increasing competition from legacy automakers and startup companies.

“We think Berlin ramping, and both the MiniCar and India are on the horizon, we would agree with the timing,” Roth Capital analyst Craig Irwin said, hinting that companies usually execute stock splits when a good news is ahead.

Meanwhile, Tesla on Monday notified its suppliers and workers that its Shanghai factory in China will be closed for four days as the financial hub said it would lock down in two stages to carry out mass COVID-19 testing. read more

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Reporting by Nivedita Balu and Akash Sriram in Bengaluru; Editing by Maju Samuel and Arun Koyyur

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Toshiba CEO suddenly resigns amid opposition to restructuring plans

TOKYO, March 1 (Reuters) – Toshiba Corp (6502.T) said on Tuesday CEO Satoshi Tsunakawa has resigned – a sudden departure that comes after sources said revised restructuring plans sparked opposition within the company in addition to long-standing anger from shareholders.

New interim CEO Taro Shimada said, however, that the company would continue to pursue its current break-up plan as it had been approved by the board.

Initial plans announced last year by the scandal-ridden conglomerate to split into three had been much criticised by foreign hedge fund shareholders – many of which favour a sale to a private equity firm. But a revised plan last month that called for a breakup into two companies and the sale of other businesses also met with internal dissent, according to two sources familiar with the matter.

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There were fears within Toshiba that its planned sale of units such as its elevator business would leave the company only with low-margin businesses, said the sources who were not authorised to speak to media and declined to be identified.

Asked about internal opposition, Toshiba said it firmly believes its announced reorganization plan is the best option for the company but declined to comment further.

For some observers, the departure of Tsunakawa as well as that of Mamoru Hatazawa, a board member who had pushed to split up the company, add to doubts about whether Toshiba will be able to press ahead with the plans to break up.

“The split plan will be reviewed – we think there is a chance it is scrapped,” said Justin Tang, head of Asian research at investment advisor United First Partners in Singapore.

NEW GUARD

The appointment of Shimada, a former Siemens AG (SIEGn.DE) executive who only joined in 2018, represents a significant changing of the guard at Toshiba, helping the company’s shares end 2% higher.

Toshiba also said Goro Yanase, the head of Toshiba’s elevator business, will be appointed interim chief operating officer.

The board will monitor the performance of the new appointees and the status of business execution and “where appropriate, the board will continue its deliberations, toward appointing external candidates,” it said in a statement.

While Tsunakawa had stepped back into the CEO role on an interim basis and had said he did not expect to be in the position long-term, the timing of the announcement was a surprise.

Raymond Zage, head of Toshiba’s nomination committee, said the new appointments had been made at this time after some shareholders had voiced concerns that management had not appeared able to proceed with the firm’s restructuring plans in a timely manner.

An extraordinary general meeting that will seek initial shareholder approval for the revised breakup plan has been set for March 24. Shareholders will also vote on a major shareholder’s proposal that Toshiba explore other options and solicit buyout offers from private equity firms. read more

The original break-up plan was announced last November after a five-month strategic review following years of accounting scandals and governance issues that undermined investor confidence and saw Toshiba’s market value more than halve, to around $18 billion, from an early 2000s peak.

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Reporting by Makiko Yamazaki and Junko Fujita; Additional reporting by Anshuman Daga in Singapore; Editing by Edwina Gibbs

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