DEF14 Monthly Knowledge+: January 25 Activist Investor Campaign Highlights

Hello! Can you believe we’re already a month into 2025? How’s the year treating you so far??

Well, in the world of shareholder activism, things are off to a fast and intense start—with major campaigns, proxy fights, and strategic shake-ups dominating headlines. Activists are pushing for boardroom changes, company breakups, and higher valuations, making it clear that investor pressure is stronger than ever.?

On top of that, we’ve seen four new 13D filings, signaling fresh activist interest in undervalued companies. Now, scroll down for a full breakdown of the latest moves in the market!

New 13D Filings: Activist Campaigns

Third Point

(I) SoHo House

Daniel Loeb’s Third Point hedge fund disclosed a 9.9% stake in SoHo House (SHCO) and, in a letter to the board, criticized the $9-per-share take-private offer from Chairman Ron Burkle’s Yucaipa as a "sweetheart deal" that undervalues the company. Loeb urged the board to open the sale process to external bidders, arguing that other hospitality investors may offer a better price.?

Starboard Value LP

(I)? Qorvo, Inc.

Starboard Value has taken a 7.71% stake in the semiconductor company Qorvo (QRVO), seeing an opportunity to enhance operational efficiency and profit margins, a strategy they have successfully implemented across multiple semiconductor firms. Despite Qorvo's strong product lineup, its financial performance has lagged behind peers, with lower margins and higher operating expenses. Given Starboard’s track record in the industry, they are expected to push for board representation, cost reductions, and potential leadership changes to drive shareholder value.

Saba Capital

(I)? Abrdn Japan Equity Fund?

Saba Capital Management acquired 797,433 shares (5.7%) of Abrdn Japan Equity Fund (JEQ) for approximately $5.03 million, believing the stock is undervalued. The firm may engage with management, propose governance changes, or advocate for actions like liquidation or structural adjustments.?

Gamco

(I) ? Liberty Latin America (LILA)

GAMCO Investors, Inc. disclosed a 5.02% stake in Liberty Latin America Ltd. (LILA) through its various investment entities, acquiring 1,908,431 shares for approximately $14.39 million. The firm stated that its investment is for portfolio management purposes and emphasized its ongoing analysis of the company's operations, capital structure, and market position. While GAMCO may engage in discussions with management or other investors regarding strategic opportunities, it does not intend to seek control or actively influence management.

Other Significant Activist Campaigns Worldwide This Month

Land & Buildings Urges Aimco to Pursue Full Sale, Sees 30% Upside

Land & Buildings (L&B), a major shareholder of the real estate investment company? Apartment Investment and Management Co. (Aimco, NYSE: AIV), is calling for an immediate sale of the entire company, arguing it could unlock 30% upside based on a net asset value of $11.50 per share. L&B applauded Aimco’s recent $520 million Brickell Assemblage sale and other asset divestitures but insists that remaining a standalone entity is not viable. The firm believes a full-company sale could attract strong interest and be completed by mid-2025.

Barington Capital Urges TriMas to Explore Strategic Alternatives

Barington Capital Group, which holds 1.5% of the global manufacturer TriMas Corporation (NasdaqGS: TRS), has sent a letter to the Board urging them to retain a financial advisor to explore strategic alternatives amid the company's CEO transition. The activist investor believes now is the optimal time to evaluate options that could enhance shareholder value. Barington, known for its value-driven activism, argues that operational and strategic changes could significantly improve TriMas’ long-term performance.

Barington Capital Pushes for Board Changes Following Matthews’ SGK Sale

Activist investor Barington Capital, which holds 1.9% of Matthews International (NASDAQ: MATW), welcomed the sale of SGK Brand Solutions, a poorly performing segment that resulted in a $266.2 million write-down. However, Barington criticized the timing, arguing that Matthews only took action after investor pressure and reaffirmed its push for board changes to drive further strategic and financial improvements. The firm continues to advocate for new leadership to maximize shareholder value.

Mantle Ridge Pushes for Board Overhaul and CEO Change at Air Products

Activist investor Mantle Ridge has nominated nine directors to replace the board at Air Products (APD.N) and is pushing for a new CEO and changes in capital allocation. The firm sees ex-Linde executive Eduardo Menezes as a strong candidate to replace current CEO Seifi Ghasemi, who has led the company for a decade. Air Products' stock has risen 15% since Mantle Ridge’s $1 billion stake was disclosed, with support from fellow activist D.E. Shaw.

Ananym Capital Plans Proxy Fight at Henry Schein Over Leadership and Strategy

Activist hedge fund Ananym Capital Management is preparing a proxy battle at Henry Schein (HSIC), seeking to nominate up to six directors to push for new leadership, cost controls, and better capital allocation. The firm has criticized CEO Stanley Bergman’s long tenure and the board’s lack of a clear succession plan, while also advocating for stock buybacks over further acquisitions.?

Ancora Pushes US Steel to Drop Nippon Deal and Oust CEO

Activist investor Ancora, which holds 0.18% of US Steel (X), has nominated nine board candidates and is pushing for CEO David Burritt’s removal, advocating for the company to abandon its $14.9 billion merger with Nippon Steel. Ancora proposes replacing Burritt with former Stelco CEO Alan Kestenbaum and opposes selling US Steel to any other party, including Cleveland-Cliffs. Meanwhile, US Steel and Nippon are suing the Biden administration to overturn its block on the merger, adding further uncertainty to the deal.

Palliser Capital Challenges ‘Unfair’ Great Eastern Takeover by OCBC

British activist investor Palliser Capital is opposing OCBC’s $1.4 billion bid to take Great Eastern (GE) private, calling the deal “gravely unfair” to minority shareholders. Palliser has appealed to Singapore regulators (MAS and SGX) for intervention, criticizing GE’s board for weak corporate governance and refusal to engage with shareholders. With independent advisors labeling the offer "not fair but reasonable", Palliser’s activism highlights growing investor pushback against undervalued takeover bids in Singapore.

Gatemore Capital Pushes for CEO Change at YouGov

Activist investor Gatemore Capital, which holds a 1.3% stake in YouGov, is calling for CEO Steve Hatch’s removal, citing the company’s underperformance since his appointment in 2023. The firm is also demanding a strategic review and proposing co-founder Stephan Shakespeare as interim CEO to lead a potential sale process. Gatemore’s activism follows its successful push for leadership change at Elementis last year.? Following months of pressure, YouGov announced on February 4th that Hatch will step down immediately, with Shakespeare taking over on an interim basis.

Bill Ackman Proposes $85-Per-Share Takeover of Howard Hughes

Bill Ackman’s Pershing Square has offered to merge with Howard Hughes Holdings (HHC) at $85 per share, representing a 38.3% premium over the unaffected stock price. Pershing, which owns 38% of HHC, plans to create a new entity for the merger, allowing shareholders to receive a majority of their payout in cash. Following the news, Howard Hughes shares jumped 10%, as Ackman emphasized his disappointment with the stock’s long-term performance but reaffirmed support for the company’s existing management and strategy.

Costco Shareholders Overwhelmingly Reject Anti-DEI Proposal

Costco shareholders voted down a proposal from the National Center for Public Policy Research, which sought to investigate the business risks of the company’s DEI initiatives, with over 98% opposition. CEO Ron Vachris and the board defended Costco’s commitment to diversity, arguing that inclusive policies benefit employees, innovation, and long-term business success. The rejection comes as anti-DEI shareholder proposals gain traction across corporate America, though most receive minimal support and strong board opposition.

Pfizer CEO Downplays Dispute with Activist Investor Starboard

Pfizer (PFE) CEO Albert Bourla described the company’s engagement with activist investor Starboard Value as collaborative rather than confrontational, following Starboard’s stake disclosure and concerns over management. Speaking at the JPMorgan Healthcare Conference, Bourla acknowledged Starboard’s suggestions but noted they were minor adjustments rather than demands for cost cuts, board changes, or a company breakup. He emphasized Pfizer’s willingness to implement good ideas from the investor.

Riot Platforms Faces Pressure from Second Activist Investor, D.E. Shaw

Bitcoin miner Riot Platforms (RIOT) is now under pressure from a second activist investor, with D.E. Shaw taking a stake after Starboard Value’s investment last year, according to Reuters. Starboard previously pushed Riot to repurpose its mining sites for AI and high-performance computing (HPC), and while D.E. Shaw’s exact intentions remain unclear, the firm has a history of quietly negotiating corporate changes. Riot recently began evaluating AI/HPC opportunities amid industry-wide profitability challenges following Bitcoin’s halving event.

Irenic Capital Pushes KBR to Spin Off Sustainable Technology Solutions Unit

Activist investor Irenic Capital, which holds over 1% of KBR (KBR), is pushing for the company to separate its Sustainable Technology Solutions (STS) segment from its Government Solutions (GS) business, arguing that the two units serve distinct markets and require different management approaches. Irenic believes a spinoff would unlock shareholder value, as STS trades at higher industry multiples than GS and could result in a 50% stock price increase. With broad shareholder support for the move, Irenic expects KBR to announce a strategic review before the company’s Feb. 14 nomination deadline, or it may escalate to a proxy fight.

Cevian to Stay Invested in ABB Despite Board Exit

Activist investor Cevian Partners will maintain its stake in ABB, despite managing partner Lars F?rberg stepping down from the board after the March 27 shareholder meeting. F?rberg, who joined ABB’s board in 2017, played a key role in pushing for the $11 billion sale of ABB’s power grids business to Hitachi. While Cevian has gradually reduced its stake to under 3%, the firm remains confident in ABB’s continued growth and shareholder returns. Claudia Nemat, a Deutsche Telekom executive, will replace F?rberg on the board.

Activist Fund Brandes Takes 5% Stake in Samsung's S-1, Raising Speculation of Activism

Brandes Investment Partners has disclosed a 5% stake in S-1, a security subsidiary of Samsung Group, triggering speculation about potential activism despite declaring it a passive investment. The firm has a history of shareholder activism, previously pushing for higher dividends and stock buybacks at Samchully after initially staying passive. Given S-1’s 11% treasury shares and strong cash reserves, Brandes may advocate for shareholder returns. With minority shareholders holding over 30%, a proxy battle could emerge at the next shareholder meeting, where the National Pension Service (5.96%) and Fidelity (5.50%) could play deciding roles.

Tanarra Capital Pushes for Change at Nine Entertainment, Predicts Rise in ASX Activism

Tanarra Capital, led by John Wylie, has taken a stake in Nine Entertainment, arguing the legacy media giant is underperforming its potential. Portfolio manager Vidhur Rangaswamy emphasized the importance of public discourse in improving ASX-listed companies, saying constructive investor pressure can drive better performance. The move is part of Tanarra’s broader activist strategy, with its $2 billion Long-Term Value Fund previously targeting LendLease, Healius, Ampol, and Telstra. The firm expects activism to grow on the ASX, challenging boards to engage more with shareholders.

January 2024: Shareholder Activism in Review

So if we were to summarize the trends in activist investing this January, proxy fights, M&A activism, leadership challenges, and corporate governance battles took center stage. Activists intensified their push for board control, corporate breakups, and strategic overhauls, while companies faced increasing pressure to engage with shareholders. Anti-DEI activism gained visibility but struggled to gain support, and activism expanded beyond the U.S. into the UK and Australia. Here are the key themes that defined activist campaigns in January 2025:

Proxy Fights on the Rise

Activists ramped up boardroom battles, with notable proxy fights emerging at US Steel (Ancora, Anchorage), Henry Schein (Ananym), and Air Products (Mantle Ridge). These activists nominated directors to force leadership changes and strategic shifts, reflecting a broader push for greater accountability and improved shareholder value. Given the growing momentum for board takeovers, companies are under pressure to engage proactively or risk losing control.

Increased M&A and Breakup Activism

Activists aggressively pushed for company sales, spin-offs, and strategic reviews to unlock value. Land & Buildings (Aimco), Barington (Matthews International, TriMas), and Third Point (SoHo House) demanded full-company sales, arguing that current valuations were too low. Meanwhile, Irenic Capital (KBR) urged a separation of its Government Solutions and Sustainable Technology Solutions units, citing significant upside potential. This trend underscores investor impatience with complex corporate structures and their preference for clear, focused business models.

?Heightened Activist Pressure on Leadership and Strategy

Leadership changes were a major activist focus, with funds targeting CEOs and boards for underperformance. Gatemore Capital successfully pressured YouGov’s CEO to step down, and Starboard Value’s engagement with Qorvo suggests potential leadership shifts. Pfizer’s CEO played down tensions with Starboard, but activist scrutiny remains high. Activist pressure on Riot Platforms (D.E. Shaw, Starboard) also highlights the push for strategic pivots, particularly in response to changing market dynamics.

Activist Targeting of Underperforming and Legacy Companies

Older, slow-growing firms with weak capital allocation strategies became prime targets. Tanarra Capital (Nine Entertainment) in Australia and Brandes (Samsung’s S-1) signal that global activism is gaining traction. Meanwhile, Ancora and Anchorage Holdings’ opposition to US Steel’s Nippon merger and Palliser’s resistance to Great Eastern’s privatization show activists fighting undervalued deals that could dilute shareholder returns. Expect continued scrutiny of legacy firms and corporate transactions.

?Anti-DEI Activism Faces Strong Pushback

Despite efforts from right-leaning activist investors, corporate boards and shareholders overwhelmingly rejected anti-DEI proposals. Costco’s 98% shareholder rejection of an anti-DEI measure reaffirmed corporate commitment to diversity, equity, and inclusion. While anti-DEI activism is increasing, companies remain firm in their stance, with most proposals failing to gain meaningful support.

?UK and ASX Activism on the Rise

Activism is expanding beyond the U.S., with increasing shareholder engagement in the UK and Australia. Tanarra Capital expects more activism on the ASX, emphasizing the importance of constructive investor dialogue. In the UK, there is growing resistance to aggressive U.S. activist investors, signaling potential governance battles and takeover defenses. As activist investors seek global opportunities, boards outside the U.S. must prepare for heightened shareholder scrutiny.

TL;DR, Here’s the Conclusion

January 2025 showcased activists’ growing influence across industries and regions. Proxy fights, M&A activism, leadership challenges, and governance battles are intensifying, leaving companies little choice but to engage with shareholders or face direct challenges. With activism expanding beyond traditional U.S. markets, businesses worldwide should anticipate stronger investor oversight and strategic pressure in the months ahead.

2025 Kicks Off with a Bang ??

Whew! That was a lot to unpack, right? So much action in just the first month of 2025! We hope you enjoyed this edition and found it insightful.?

If you want to stay ahead of the latest activist campaigns and proxy battles, sign up for our FREE trial plan and get real-time updates straight to your inbox. As always, we’d love to hear your thoughts—what caught your attention the most this month? Drop us a message, and we’ll see you again next month for another deep dive into the world of shareholder activism! ??