<?xml version="1.0" encoding="UTF-8"?><rss version="2.0" xmlns:media="http://search.yahoo.com/mrss/" xmlns:content="http://purl.org/rss/1.0/modules/content/" xmlns:wfw="http://wellformedweb.org/CommentAPI/" xmlns:dc="http://purl.org/dc/elements/1.1/" xmlns:atom="http://www.w3.org/2005/Atom" xmlns:sy="http://purl.org/rss/1.0/modules/syndication/" xmlns:slash="http://purl.org/rss/1.0/modules/slash/" > <channel> <title>board Archives - quantann</title> <atom:link href="https://quantann.com/tag/board/feed/" rel="self" type="application/rss+xml" /> <link>https://quantann.com/tag/board/</link> <description>market news and analytics</description> <lastBuildDate>Wed, 22 Nov 2023 13:12:30 +0000</lastBuildDate> <language>en-US</language> <sy:updatePeriod> hourly </sy:updatePeriod> <sy:updateFrequency> 1 </sy:updateFrequency> <generator>https://wordpress.org/?v=6.7.2</generator> <image> <url>https://quantann.com/wp-content/uploads/2022/12/cropped-quantann-icon-32x32.png</url> <title>board Archives - quantann</title> <link>https://quantann.com/tag/board/</link> <width>32</width> <height>32</height> </image> <item> <title>Apple faces complaint from US labor board over benefits for union workers</title> <link>https://quantann.com/apple-faces-complaint-from-us-labor-board-over-benefits-for-union-workers/</link> <dc:creator><![CDATA[Quantann]]></dc:creator> <pubDate>Wed, 22 Nov 2023 13:12:27 +0000</pubDate> <category><![CDATA[Markets]]></category> <category><![CDATA[Apple]]></category> <category><![CDATA[Benefits]]></category> <category><![CDATA[board]]></category> <category><![CDATA[complaint]]></category> <category><![CDATA[Faces]]></category> <category><![CDATA[labor]]></category> <category><![CDATA[union]]></category> <category><![CDATA[workers]]></category> <guid isPermaLink="false">https://quantann.com/?p=23473</guid> <description><![CDATA[<p>[ad_1] AleksandarNakic Apple (NASDAQ:AAPL) is facing charges from the federal labor board after it allegedly excluded unionized retail workers from a benefits boost in 2022, Bloomberg News reported. A National Labor Relations Board regional director filed a complaint on Tuesday based on charges that the Cupertino, Calif.-based company violated federal labor laws by refusing to […]</p> <p>The post <a href="https://quantann.com/apple-faces-complaint-from-us-labor-board-over-benefits-for-union-workers/">Apple faces complaint from US labor board over benefits for union workers</a> appeared first on <a href="https://quantann.com">quantann</a>.</p> ]]></description> <content:encoded><![CDATA[<p> [ad_1]<br /> </p> <div data-test-id="content-container"> <figure class="getty-figure" data-type="getty-image"> <img decoding="async" src="https://static.seekingalpha.com/cdn/s3/uploads/getty_images/458975901/image_458975901.jpg?io=getty-c-w750" alt="Apple Store in New York City" data-id="458975901" data-type="getty-image" width="5616px" height="3744px" srcset="https://static.seekingalpha.com/cdn/s3/uploads/getty_images/458975901/image_458975901.jpg?io=getty-c-w1536 1536w, https://static.seekingalpha.com/cdn/s3/uploads/getty_images/458975901/image_458975901.jpg?io=getty-c-w1280 1280w, https://static.seekingalpha.com/cdn/s3/uploads/getty_images/458975901/image_458975901.jpg?io=getty-c-w1080 1080w, https://static.seekingalpha.com/cdn/s3/uploads/getty_images/458975901/image_458975901.jpg?io=getty-c-w750 750w, https://static.seekingalpha.com/cdn/s3/uploads/getty_images/458975901/image_458975901.jpg?io=getty-c-w640 640w, https://static.seekingalpha.com/cdn/s3/uploads/getty_images/458975901/image_458975901.jpg?io=getty-c-w480 480w, https://static.seekingalpha.com/cdn/s3/uploads/getty_images/458975901/image_458975901.jpg?io=getty-c-w320 320w, https://static.seekingalpha.com/cdn/s3/uploads/getty_images/458975901/image_458975901.jpg?io=getty-c-w240 240w" sizes="(max-width: 768px) calc(100vw - 36px), (max-width: 1024px) calc(100vw - 132px), (max-width: 1200px) calc(66.6vw - 72px), 600px"/><figcaption class="caption" data-type="getty-image"> <p class="item-credits">AleksandarNakic</p> </figcaption></figure> <p>Apple (<span class="ticker-hover-wrapper">NASDAQ:AAPL</span>) is facing charges from the federal labor board after it allegedly excluded unionized retail workers from a benefits boost in 2022, Bloomberg News reported.</p> <p>A National Labor Relations Board regional director filed a complaint on Tuesday based on<span class="paywall-full-content invisible"> charges that the Cupertino, Calif.-based company violated federal labor laws by refusing to provide unionized workers at an Apple store in Towson, Maryland enhanced benefits in 2022, the report </span>added<span class="paywall-full-content invisible">.</span></p> <p class="paywall-full-content invisible">The tech giant had announced a new suite of perks for U.S. retail and corporate employees in October 2022, which include new medical benefits, prepaying a part of tuition for outside education, and free access to a premium Coursera subscription.</p> <p class="paywall-full-content invisible">The International Association of Machinists & Aerospace Workers, representing the workers, lodged a complaint with the National Labor Relations Board after it was excluded from some benefits. It alleged unfair labor practice charges over the benefits changes in November 2022, according to the report.</p> <p class="paywall-full-content invisible">An agency spokesperson said on Tuesday that the complaint alleged that the tech giant discriminated against the Towson workers and utilized the benefits to discourage staff at other locations from unionizing, the report noted.</p> <p class="paywall-full-content invisible">The complaint comes on the heels of a ruling by a National Labor Relations Board, or NRLB, judge in September noting that Starbucks (SBUX) illegally excluded unionized baristas from its nationwide wage and benefits increases in 2022.</p> <p class="paywall-full-content invisible">The Towson location was the first Apple store to unionize in 2022, while a second store in Oklahoma City shortly soon after. Apple has faced complaints before the NLRB in the past with the IAM Coalition of Organized Retail Employees alleging Apple of failing to bargain in good faith.</p> </p></div> <p>[ad_2]<br /> <br /><a href="https://seekingalpha.com/news/4039416-apple-faces-complaint-from-us-labor-board-over-benefits-for-union-workers?utm_source=feed_news_all&utm_medium=referral&feed_item_type=news">Source link </a></p> <p>The post <a href="https://quantann.com/apple-faces-complaint-from-us-labor-board-over-benefits-for-union-workers/">Apple faces complaint from US labor board over benefits for union workers</a> appeared first on <a href="https://quantann.com">quantann</a>.</p> ]]></content:encoded> <media:content url="https://static.seekingalpha.com/cdn/s3/uploads/getty_images/458975901/image_458975901.jpg" medium="image"></media:content> </item> <item> <title>Inclusive Capital’s Jeff Ubben named to Vistry board. What could happen next</title> <link>https://quantann.com/inclusive-capitals-jeff-ubben-named-to-vistry-board-what-could-happen-next/</link> <dc:creator><![CDATA[Quantann]]></dc:creator> <pubDate>Mon, 27 Mar 2023 13:23:16 +0000</pubDate> <category><![CDATA[Markets]]></category> <category><![CDATA[board]]></category> <category><![CDATA[Capitals]]></category> <category><![CDATA[Happen]]></category> <category><![CDATA[Inclusive]]></category> <category><![CDATA[Jeff]]></category> <category><![CDATA[named]]></category> <category><![CDATA[Ubben]]></category> <category><![CDATA[Vistry]]></category> <guid isPermaLink="false">https://quantann.com/?p=8439</guid> <description><![CDATA[<p>[ad_1] A contractor operates a roller on the construction site of the HS2 Ltd. Old Oak Common super-hub railway station, in view of the Vistry Partnerships regeneration project Oaklands House, in London, U.K., on Wednesday, June 23, 2021. Luke McGregor | Bloomberg | Getty Images Company: Vistry Group (VTY.L) Business: Vistry Group operates as a […]</p> <p>The post <a href="https://quantann.com/inclusive-capitals-jeff-ubben-named-to-vistry-board-what-could-happen-next/">Inclusive Capital’s Jeff Ubben named to Vistry board. What could happen next</a> appeared first on <a href="https://quantann.com">quantann</a>.</p> ]]></description> <content:encoded><![CDATA[<p>[ad_1]</p> <div id="RegularArticle-ArticleBody-5" data-module="ArticleBody" data-test="articleBody-2" data-analytics="RegularArticle-articleBody-5-2"><span class="HighlightShare-hidden" style="top:0;left:0"></p> <div class="InlineImage-imageEmbed" id="ArticleBody-InlineImage-107214695" data-test="InlineImage"> <div class="InlineImage-wrapper"> <div> <p>A contractor operates a roller on the construction site of the HS2 Ltd. Old Oak Common super-hub railway station, in view of the Vistry Partnerships regeneration project Oaklands House, in London, U.K., on Wednesday, June 23, 2021.</p> <p>Luke McGregor | Bloomberg | Getty Images</p> </div> </div> </div> <h2 class="ArticleBody-subtitle">Company: Vistry Group (VTY.L)</h2> <div class="group"> <p>Business: <span class="QuoteInBody-quoteNameContainer" data-test="QuoteInBody" id="RegularArticle-QuoteInBody-1">Vistry Group<span class="QuoteInBody-inlineButton"><span class="AddToWatchlistButton-watchlistContainer" id="-WatchlistDropdown" data-analytics-id="-WatchlistDropdown"><span class="AddToWatchlistButton-addWatchListFromTag"></span></span></span> operates as a housebuilder in the United Kingdom and operates in both the open market and the affordable housing sector. They seek to develop sustainable new homes and communities across all sectors of the U.K. housing market. On Nov. 11, 2022, Vistry acquired Countryside Partnerships for £1.25 billion ($1.4 billion). Vistry operates through a partnership model, which is unique to the U.K., where they seek to reuse land wherever possible, focusing on mixed-tenure developments that deliver positive social impact. The partnerships business operates across 19 business units and works closely with governmental bodies, housing associations and local authorities, as well as selling homes directly to customers on the open market.</span></p> <p>Stock market value: $3.09 billion</p> </div> <h2 class="ArticleBody-subtitle">Activist: Inclusive Capital Partners</h2> <div class="group"> <p>Percentage ownership: 5.9%</p> <p>Average cost: n/a</p> <p>Activist commentary: Inclusive Capital Partners is a San Francisco-based investment firm focused on increasing shareholder value and promoting sound environmental, social and governance practices. It was formed in 2020 by ValueAct founder Jeff Ubben to leverage capitalism and governance in pursuit of a healthy planet and the health of its inhabitants.</p> <p>As a pioneering activist ESG investor (AESG), Inclusive seeks long-term shareholder value through active partnership with companies whose core businesses contribute solutions to this pursuit. Their primary focus is on environmental and social value creation, which leads to shareholder value creation.</p> </div> <h2 class="ArticleBody-subtitle">What’s happening?</h2> <div class="group"> <p>On Wednesday, Vistry announced the appointment of Inclusive’s Ubben as a nonexecutive director to the board and the upcoming resignations of two incumbent directors, Katherine Innes Ker and Nigel Keen.</p> </div> <h2 class="ArticleBody-subtitle">Behind the scenes</h2> <div class="group"> <p>Vistry landed on Inclusive’s radar as a result of their engagement with another company – Countryside Partnerships. In May 2022, Inclusive had a 9.2% stake in Countryside and had made two bids to acquire the company, going as high as £1.5 billion. Both bids were rejected.</p> <p>But Inclusive’s interest sparked significant shareholder pressure to sell Countryside and the following month, the company announced that it was seeking a buyer. On Sept. 5, 2022, Vistry agreed to acquire Countryside in a cash and stock deal, which closed on Nov. 11, 2022.</p> <p>In the four months since the Countryside acquisition, the market has reacted favorably to the combination. Inclusive led the charge on the merger and now they are taking an active role at the combined company.</p> <p>Vistry operates through a partnership model whereby the land is provided to them by governmental land authorities at no cost and they commit to build a certain amount of affordable housing. They build communities that are mixed tenure, placing affordable housing among open market homes, retail stores, etc. This model has the benefits of a secular shift to affordable housing and is capex light since they do not have to acquire the land. The company trades cheaply at 7 to 8 times earnings and has high growth prospects, complimented by their community benefits.</p> <p>Inclusive said Vistry’s business model gives it the scale, operating synergies and resources to deliver societal benefits and great long-term returns.</p> <p>On Wednesday, Ubben was named a director and two board members, Innes Ker and Keen, resigned. Inclusive is an amicable investor that is often invited onto boards. This situation is no exception. However, the exit of two incumbents alongside Ubben’s appointment indicates that there was a call by shareholders for a bigger board refreshment than just adding one shareholder representative. While this type of action is somewhat unusual for a European company, it is worth noting that the company’s five largest shareholders representing 40% of the stock are all North American investors who are more likely to engage with management than European investors.</p> <p>This leaves a board that is undergoing a refreshment process and a CEO who is universally well liked and on the same page as shareholders opening the door for a methodology that has worked very well for Ubben going back 20+ years to ValueAct – let a good management team continue to generate cash flow and sit on the board and help advise the best way to use that cash flow.</p> <p>One tactic he has used successfully in the past to grow shareholder value is to do a share repurchase at the bottom and keep cash when the company is fairly valued.</p> <p>Finally, as with all Inclusive investments, this one has an impact element as well as a value element. The AESG thesis here is obvious as the core purpose of this company is to further social equality – developing affordable, sustainable housing. What is interesting about this from an ESG perspective is that it is a social ESG thesis, which is generally the most difficult type of ESG thesis to monetize. But, in this case the community benefits align so perfectly with the company growth prospects – topline company growth means more affordable housing.</p> <p>Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments.</p> </div> <p></span></div> <p>[ad_2]</p> <p><a href="https://www.cnbc.com/2023/03/25/inclusive-capitals-jeff-ubben-named-to-vistry-board-what-could-happen-next.html">Source link </a></p> <p>The post <a href="https://quantann.com/inclusive-capitals-jeff-ubben-named-to-vistry-board-what-could-happen-next/">Inclusive Capital’s Jeff Ubben named to Vistry board. What could happen next</a> appeared first on <a href="https://quantann.com">quantann</a>.</p> ]]></content:encoded> <media:content url="https://image.cnbcfm.com/api/v1/image/107214695-1679663375057-gettyimages-1233625470-UK_HS2.jpeg" medium="image"></media:content> </item> <item> <title>Starboard nominates directors to the board at Rogers. Here’s how the firm could boost margins</title> <link>https://quantann.com/starboard-nominates-directors-to-the-board-at-rogers-heres-how-the-firm-could-boost-margins/</link> <dc:creator><![CDATA[Quantann]]></dc:creator> <pubDate>Thu, 23 Feb 2023 13:19:18 +0000</pubDate> <category><![CDATA[Markets]]></category> <category><![CDATA[board]]></category> <category><![CDATA[boost]]></category> <category><![CDATA[directors]]></category> <category><![CDATA[Firm]]></category> <category><![CDATA[heres]]></category> <category><![CDATA[margins]]></category> <category><![CDATA[nominates]]></category> <category><![CDATA[Rogers]]></category> <category><![CDATA[Starboard]]></category> <guid isPermaLink="false">https://quantann.com/?p=5965</guid> <description><![CDATA[<p>[ad_1] Christopher Hopefitch | Digitalvision | Getty Images Company: Rogers (ROG) Business: Rogers designs, develops, manufactures and sells engineered materials and components. It operates through Advanced Electronics Solutions (AES), Elastomeric Material Solutions (EMS) and Other segments. In November 2021, the company entered into a definitive merger agreement to be acquired by DuPont de Nemours for […]</p> <p>The post <a href="https://quantann.com/starboard-nominates-directors-to-the-board-at-rogers-heres-how-the-firm-could-boost-margins/">Starboard nominates directors to the board at Rogers. Here’s how the firm could boost margins</a> appeared first on <a href="https://quantann.com">quantann</a>.</p> ]]></description> <content:encoded><![CDATA[<p>[ad_1]</p> <div id="RegularArticle-ArticleBody-5" data-module="ArticleBody" data-test="articleBody-2" data-analytics="RegularArticle-articleBody-5-2"><span class="HighlightShare-hidden" style="top:0;left:0"></p> <div class="InlineImage-imageEmbed" id="ArticleBody-InlineImage-107193073" data-test="InlineImage"> <div class="InlineImage-wrapper"> <div> <p>Christopher Hopefitch | Digitalvision | Getty Images</p> </div> </div> </div> <h2 class="ArticleBody-subtitle">Company: Rogers (ROG)</h2> <div class="group"> <p>Business: <span class="QuoteInBody-quoteNameContainer" data-test="QuoteInBody" id="RegularArticle-QuoteInBody-1">Rogers<span class="QuoteInBody-inlineButton"><span class="AddToWatchlistButton-watchlistContainer" id="-WatchlistDropdown" data-analytics-id="-WatchlistDropdown"><span class="AddToWatchlistButton-addWatchListFromTag"></span></span></span> designs, develops, manufactures and sells engineered materials and components. It operates through Advanced Electronics Solutions (AES), Elastomeric Material Solutions (EMS) and Other segments. In November 2021, the company entered into a definitive merger agreement to be acquired by DuPont de Nemours for $277.00 per share, which was approved by shareholders on Jan. 25, 2022. Ultimately, the merger was terminated after the parties did not receive regulatory approval before Nov. 1 from the State Administration for Market Regulation of China.</span></p> <p>Stock Market Value: $2.8B ($150.99 per share)</p> </div> <h2 class="ArticleBody-subtitle">Activist: Starboard Value</h2> <div class="group"> <p>Percentage Ownership: 6.5%</p> <p>Average Cost: $127.50</p> <p>Activist Commentary: Starboard Value is a very successful activist investor and has extensive experience helping companies focus on operational efficiency and margin improvement. Starboard also has a successful track record in the information technology sector. In 50 prior engagements, it has a return of 36.80% versus 14.83% for the <span class="QuoteInBody-quoteNameContainer" data-test="QuoteInBody" id="RegularArticle-QuoteInBody-6">S&P 500<span class="QuoteInBody-inlineButton"><span class="AddToWatchlistButton-watchlistContainer" id="-WatchlistDropdown" data-analytics-id="-WatchlistDropdown"><span class="AddToWatchlistButton-addWatchListFromTag"></span></span></span> over the same period.</span></p> </div> <h2 class="ArticleBody-subtitle">What’s Happening?</h2> <div class="group"> <p>On Dec. 15, 2022, Starboard delivered a letter to the company nominating four directors for election to the board at the 2023 Annual Meeting. Starboard identified the following six candidates for the four seats but intends to ultimately include only one of the Starboard insiders in the slate and withdraw the other two: (i) Jacques Croisetière, board member at Arconic (ARNC) and former director at Versum Materials (formerly VSM); (ii) Peter A. Feld, managing member and head of research at Starboard Value; (iii) Armand F. Lauzon, Jr., former president, CEO and as a director of C&D Technologies and former CEO and board member for three portfolio companies of the Carlyle Group (CG); (iv) Gavin T. Molinelli, partner and co-portfolio manager of Starboard Value; (v) Jeffrey C. Smith, managing member, CEO and CIO of Starboard Value; and (vii) Susan C. Schnabel, co-founder and co-managing partner of aPriori Capital Partners.</p> </div> <h2 class="ArticleBody-subtitle">Behind the Scenes</h2> <div class="group"> <p>Rogers manufactures a variety of products, many of which are small volume customized products that have a long life cycle. Historically, the company has been known for its innovation and many of its products were invented by the company or have strong brand recognition. This has given Rogers strong pricing power and good gross margins. Because of this, the company has not had to be as diligent operationally and their manufacturing and operational execution has not been optimal.</p> <p>In November 2021, DuPont agreed to acquire the company for $277 per share (19x earnings before interest, taxes, depreciation and amortization at the time), a healthy premium that was rationalized by the projection that Rogers would generate $270 million of EBITDA in 2022. However, between signing and closing, quarter after quarter Rogers’ operating margins went down, ultimately from 17% pre-deal announcement to 11% by September 2022. By this point, DuPont would have been paying a 30x multiple, and their shareholders were no longer happy with the deal. The deal ended up not closing because it did not get China regulatory approval by the drop-dead date, but it is likely that due to the deteriorating operations of Rogers, DuPont was happier to pay the $162.5 million termination fee than to buy the company for $5.2 billion.</p> <p>The problem with Rogers is not at the top line: The company has strong organic growth with 30% to 35% exposure to industries with secular tailwinds, such as electric vehicles and assisted driving. The company’s issues are with its operations, and these issues are self-inflicted. Like many companies, it has supply chain issues, but its manufacturing yields have been bad, and missteps have led to delays. This means having to use air freight instead of ocean, which is much more expensive. When a company has operational challenges, this issue gets exacerbated when management loses focus and that is exactly what happened here. After the deal was signed with DuPont, management lost focus and started to coast to their change-of-control payments. Unfortunately, instead it led to DuPont walking from the deal, these payments never happening and a precipitous drop in the stock price. It also may have led to Bruce Hoechner departing as CEO at the end of 2022 and being replaced by Colin Gouveia, who was then senior vice president and general manager of Rogers’ EMS business. </p> <p>A new CEO with a renewed focus is just what this company needs. Having a couple of Starboard directors on the board to support management in executing their plan, but holding them accountable if they cannot, would magnify the efficacy of the new CEO. There is no reason why this should not end amicably. Both sides seem to share the same views regarding margin improvement, and there is a new CEO who Starboard likely supports. Moreover, Starboard made its director nominations right before the Dec. 17, 2022 expiration of the nomination window, indicating that the firm did it just to preserve its rights while talking with the company. The fact that both sides have kept the nominations confidential over the past seven weeks is another indication that they are working amicably. However, Starboard did nominate four directors to the ten-person board. They actually nominated six directors for four spots, two of whom would be withdrawn if this goes to a proxy fight, which is something experienced activists do to give them optimal flexibility.</p> <p>Growth is not an issue here and helping companies focus on operational efficiency and margin improvement is what Starboard does best, ideally from a board level. Having Starboard representation on the board would help management stay focused and get the support it needs. We are not sure four new directors are necessary, but certainly two or three would be reasonable, especially if one of those seats is for a Starboard insider.</p> <p>Finally, while Starboard’s primary objective here is operational, when an activist engages with a company, it often puts that company in pseudo-play getting the attention of strategic investors and private equity. This phenomenon is magnified in a situation where a company just terminated an acquisition at a price that is over 90% higher than where the stock is trading now. There could definitely be potential acquirers coming out of the woodwork here. While Starboard is not advocating for any strategic transaction, the firm is an economic animal with fiduciary duties. If an offer came in at the right price, Starboard would weigh that against shareholder value as a standalone entity and do what it believes to be best for shareholders. However, a strategic transaction would make the most sense after the company fixes margins.</p> <p>Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments. Rogers is owned in the fund.</p> </div> <p></span></div> <p>[ad_2]</p> <p><a href="https://www.cnbc.com/2023/02/11/starboard-nominates-directors-to-the-board-at-rogers-heres-how-the-firm-could-boost-margins.html">Source link </a></p> <p>The post <a href="https://quantann.com/starboard-nominates-directors-to-the-board-at-rogers-heres-how-the-firm-could-boost-margins/">Starboard nominates directors to the board at Rogers. Here’s how the firm could boost margins</a> appeared first on <a href="https://quantann.com">quantann</a>.</p> ]]></content:encoded> <media:content url="https://image.cnbcfm.com/api/v1/image/107193073-1676066597774-gettyimages-1362940445-_dsc0416.jpeg" medium="image"></media:content> </item> <item> <title>Salesforce appoints ValueAct’s Morfit to its board and a proxy fight may loom ahead</title> <link>https://quantann.com/salesforce-appoints-valueacts-morfit-to-its-board-and-a-proxy-fight-may-loom-ahead/</link> <dc:creator><![CDATA[Quantann]]></dc:creator> <pubDate>Tue, 31 Jan 2023 12:43:50 +0000</pubDate> <category><![CDATA[Markets]]></category> <category><![CDATA[ahead]]></category> <category><![CDATA[appoints]]></category> <category><![CDATA[board]]></category> <category><![CDATA[Fight]]></category> <category><![CDATA[loom]]></category> <category><![CDATA[Morfit]]></category> <category><![CDATA[proxy]]></category> <category><![CDATA[Salesforce]]></category> <category><![CDATA[ValueActs]]></category> <guid isPermaLink="false">https://quantann.com/?p=4048</guid> <description><![CDATA[<p>[ad_1] The Salesforce West office building in San Francisco, California, on Wednesday, Jan. 25, 2023. Marlena Sloss | Bloomberg | Getty Images Company: Salesforce (CRM) Business: Salesforce is a global leader in customer relationship management (“CRM”) technology that brings companies and their customers together. It was founded in 1999 and is a pioneer in the […]</p> <p>The post <a href="https://quantann.com/salesforce-appoints-valueacts-morfit-to-its-board-and-a-proxy-fight-may-loom-ahead/">Salesforce appoints ValueAct’s Morfit to its board and a proxy fight may loom ahead</a> appeared first on <a href="https://quantann.com">quantann</a>.</p> ]]></description> <content:encoded><![CDATA[<p>[ad_1]</p> <div id="RegularArticle-ArticleBody-5" data-module="ArticleBody" data-test="articleBody-2" data-analytics="RegularArticle-articleBody-5-2"><span class="HighlightShare-hidden" style="top:0;left:0"></p> <div class="InlineImage-imageEmbed" id="ArticleBody-InlineImage-107184141" data-test="InlineImage"> <div class="InlineImage-wrapper"> <div> <p>The Salesforce West office building in San Francisco, California, on Wednesday, Jan. 25, 2023.</p> <p>Marlena Sloss | Bloomberg | Getty Images</p> </div> </div> </div> <h2 class="ArticleBody-subtitle">Company: Salesforce (CRM)</h2> <div class="group"> <p>Business: <span class="QuoteInBody-quoteNameContainer" data-test="QuoteInBody" id="RegularArticle-QuoteInBody-1">Salesforce<span class="QuoteInBody-inlineButton"><span class="AddToWatchlistButton-watchlistContainer" id="-WatchlistDropdown" data-analytics-id="-WatchlistDropdown"><span class="AddToWatchlistButton-addWatchListFromTag"></span></span></span> is a global leader in customer relationship management (“CRM”) technology that brings companies and their customers together. It was founded in 1999 and is a pioneer in the cloud software space. It started as a tool to help sales teams to increase their productivity while also improving the end customer experience. Over the last 20 years, they have expanded into other areas to help companies connect with and better serve customers, including Sales Cloud, Marketing & Commerce Cloud, Platform & Other, Integration Cloud, Analytics Cloud and Service Cloud.</span></p> <p>Stock Market Value: $164.5B ($164.52 per share)</p> </div> <h2 class="ArticleBody-subtitle">Activist: ValueAct Capital</h2> <div class="group"> <p>Percentage Ownership: n/a</p> <p>Average Cost: n/a</p> <p>Activist Commentary: ValueAct has been a premier corporate governance investor for over 20 years. The firm’s principals are generally on the boards of half of ValueAct’s core portfolio positions and have had 55 public company board seats over 22 years. ValueAct has previously commenced activist campaigns at 25 information technology companies and has had an average return of 45.98% versus 18.70% for the S&P 500 over the same period.</p> </div> <h2 class="ArticleBody-subtitle">What’s Happening</h2> <div class="group"> <p>On Jan. 27, Salesforce announced that it is appointing three new directors to the board, one of whom is Mason Morfit, CEO and CIO of ValueAct Capital.</p> </div> <h2 class="ArticleBody-subtitle">Behind the Scenes</h2> <div class="group"> <p>This is a very interesting activist situation. Four major activists in the same company at once: ValueAct, Starboard Value, Inclusive Capital and Elliott Management. Marc Benioff needs a CRM just to keep track of the activists in his stock. Adding Morfit to the board of Salesforce makes a ton of sense regardless of the activist environment.</p> <p>ValueAct has extensive experience in technology companies like Salesforce, most notably Microsoft and Adobe. Morfit was on the board of Microsoft from March 2014 through the end of 2017 as the company transformed into a cloud-based enterprise software business. During that transition, the board set cloud targets for management and tied them to a unique executive compensation plan that paid out at stretch goals for the cloud. Microsoft blew away those cloud targets and annual cloud revenue went from approximately $1 billion in 2013 to over $100 billion today. The company’s market value went from approximately $250 billion to $1.8 trillion. At Adobe, ValueAct took a board seat as the company transformed from a package software provider to a subscription cloud service. Adobe went from a $14 billion market cap when ValueAct invested to $168 billion today. ValueAct also presently has positions in Insight Enterprises (NSIT), one of the largest software distribution companies where ValueAct partner Alex Baum is on the board, and Trend Micro, a cloud cybersecurity company. When you get a ValueAct partner on the board, you get the whole ValueAct team and the collective experience of the 55 public company board seats they have taken to work on strategy, succession, compensation, financial planning and analysis, M&A, capital allocation and cost reduction.</p> <p>Salesforce’s transformation has the potential to be as notable as many of ValueAct’s other successful investments, even if the playbook is customized. Salesforce has a leading market position and has historically had strong annual top line growth. But, as Starboard noted in its presentation on the company, Salesforce has underperformed peers, the technology sector and broader market over the past three years and is valued significantly below the peer median multiple on forward revenue (3.8x vs. 6.7x for peers) and free cash flow expectations (18.7x vs. 22x for peers). This valuation discount can be largely attributed to Salesforce’s subpar mix of profitability and growth, which has come down significantly from its historic levels. As shown in Starboard’s detailed presentation, Salesforce peers are operating at a “rule of 50” – the average revenue growth plus adjusted operating margins of peers equals 49.4. Salesforce currently has a revenue growth rate of 17.0% and 20.4% operating margins, which brings it to 37.4 combined. Morfit has experience helping management increase both growth and margins from a board level, and both can be improved at Salesforce.</p> <p>The looming question is whether he will initially be doing this with an activist cloud hanging over the company’s head in the form of a proxy fight by one of the other activists involved. We have followed every activist campaign over the past 17 years. We strongly believe that appointing Morfit to the board certainly decreases the chance of another activist being successful in a proxy fight, but to be clear, that is not why the company appointed him. Based on ValueAct’s history and philosophy, the firm would not take a board seat unless it had a large investment, and the firm would not make a large investment until it evaluated the company for many months. It likely had been engaging with Salesforce management for several months, and this appointment may have happened just as a threatened proxy fight was reported. Moreover, there is no way a company the size of Salesforce would appoint an activist to their board without previously having deep discussions with him or for the primary purpose of heading off a potential proxy fight. </p> <p>Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and he is the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments. Squire is also the creator of the AESG<img src="https://s.w.org/images/core/emoji/15.0.3/72x72/2122.png" alt="™" class="wp-smiley" style="height: 1em; max-height: 1em;" /> investment category, an activist investment style focused on improving ESG practices of portfolio companies.</p> </div> <p></span></div> <p>[ad_2]</p> <p><a href="https://www.cnbc.com/2023/01/27/salesforce-appoints-valueacts-morfit-to-its-board-and-a-proxy-fight-may-loom-ahead.html">Source link </a></p> <p>The post <a href="https://quantann.com/salesforce-appoints-valueacts-morfit-to-its-board-and-a-proxy-fight-may-loom-ahead/">Salesforce appoints ValueAct’s Morfit to its board and a proxy fight may loom ahead</a> appeared first on <a href="https://quantann.com">quantann</a>.</p> ]]></content:encoded> <media:content url="https://image.cnbcfm.com/api/v1/image/107184141-1674688256574-gettyimages-1246538271-SALESFORCE_ELLIOTT.jpeg" medium="image"></media:content> </item> </channel> </rss>