PDF《JANUARY 2019》

2018 Review of Shareholder Activism L A Z A R D '

S S H A R E H O L D E R A D V I S O RY G R O U P J A N U A R Y

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1 9 Lazard has prepared the information herein based upon publicly available information and for general informational purposes only.

The information is not intended to be, and should not be construed as, financial, legal or other advice, and Lazard shall have no duties or obligations to you in respect of the information. 2018: A Record-Breaking Year for Activism

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1 8 R E V I E W O F S H A R E H O L D E R A C T I V I S M Source: Activist Insight and FactSet and public filings as of 12/31/2018. Note: All data is for campaigns conducted globally by activists at companies with market capitalizations greater than $500 million at time of campaign announcement.

1 Based on the market value of activist positions initiated since

2013 in which the activist still holds a stake.

2 Represents Board seats won by activists in respective year, regardless of the year in which the campaign was initiated.

3 Board data from Spencer Stuart'

s

2018 Board Index. A New High-Water Mark for Global Activist Activity ? A record

226 companies were targeted in 2018, as compared to

188 companies in

2017 ? $65.0bn of capital deployed in 2018, up from $62.4bn in

2017 ? In spite of significant market volatility, Q4

2018 was the most active Q4 on record both by campaign volume and capital deployed ? Against the backdrop of a robust M&

A market, 33% of

2018 activist campaigns were M&

A related Broadening Use of Activism as a Tactic ? A record

131 investors engaged in activism in 2018, reflecting the continued expansion of activism as a tactic ?

40 first timers launched activist campaigns in 2018, as compared to

23 first timers in

2017 ? Nine of the top

10 activists (by current activist positions1) invested more than $1bn in

2018 (60 new campaigns in aggregate) ? Elliott continued to be the most prolific activist, with

22 new campaigns launched in

2018 Activism Is Reshaping Boardrooms ?

161 Board seats won in 2018,2 up 56% from

2017 and 11% higher than the previous record of

145 seats in

2016 ? Starboard led the way in 2018, winning

29 seats exclusively through negotiated settlements ? Activists continue to name accomplished candidates, with 27% of activist appointees having public company CEO/CFO experience ? However, only 18% of activist appointees in

2018 were female, as compared to 40% of new S&

P

500 directors in

20183 Activism Has Global Reach ? Activist campaigns in Europe and APAC accounted for 23% and 12% of companies targeted, respectively ?

58 European campaigns and

30 APAC campaigns in

2018 were each record highs ? National champions, iconic family owned companies and regulated industries featured prominently among targeted companies Traditional Active Managers Are the New Vocalists ? Traditional active managers are increasingly comfortable sharing their views on major activist campaigns in private interactions with management and more public forums ? Traditional managers like T. Rowe Price, Janus Henderson and GBL publicly voiced their opinions on major activist campaigns Shareholder Dynamics Are Attracting Scrutiny ? BlackRock'

s Larry Fink set the tone for the year, calling on companies to identify and follow through on their social purpose ? Stakeholder duties, employee Board representation and capital allocation / share buybacks became political issues ? Voting power of index funds remains a highly debated topic, and regulators have begun to explore the influence of proxy advisory firms and the proxy voting process itself