³ÉÈËÊÓƵ utilized its broad suite of services to create a streamlined process for ensuring a successful outcome. Alliance’s activism advisory team provides companies with the guidance and support required to confidently navigate any activist scenario. The team consists of professionals with expertise in the following key areas which were all critical to this situation:

Ownership Intelligence: Our OI specialists provided accurate and actionable analysis of the Company’s institutional & retail shareholder base. Using our proprietary database, we can identify institutions behind the custodians with 96% + accuracy.

Shareholder Meeting Advisory: Our Activism Advisory team provided commentary on solicitation materials, investor messaging, to ensure that stakeholders would easily digest the Company’s communications and support the Board’s recommendations.

We prepared and guided the Company in the lead up to, and throughout, the solicitation period ensuring that executives and the Board were aware of key milestones, action items, and shareholder votes.

Proxy Logistics: Once the communications and shareholder meeting materials were finalized our team coordinated the composition, typesetting, printing mailing and filing of documents. By keeping these functions in house, we can complete them faster than traditional suppliers such as Broadridge.

Shareholder Engagement/Corporate Governance: Using data from OI we worked to identify how many shares the activist could anticipate support from, before contacting institutional investors to secure their support for management. The ³ÉÈËÊÓƵ team then leveraged its extensive relationship with stewardship teams and PMs at institutional investors and the proxy advisory firms to secure support from influential asset managers.

Retail Outreach: We contact registered and NOBO shareholders to secure votes for management. These shareholders overwhelmingly support management and frequently these votes can tip the vote for management in a close contest.

The ISS Corporate team was in black-out during this time would not assist. Springing into action ³ÉÈËÊÓƵ analyzed our client’s shareholder base to determine how much impact the ISS recommendation would have. Next, we compared the equity plan’s quantitative and qualitative features to the policy guidelines of their shareholders. At this point it became clear to ³ÉÈËÊÓƵ that there was a high probability that the plan proposal, with active solicitation, would overcome the negative ISS recommendation. We then determined exactly what institutions we needed to target to overcome negative votes from the ISS influenced shares.

Not leaving anything to chance, our client and our shareholder engagement team embarked on a shareholder outreach program to talk them through the plan. Our outreach program confirmed our research that most institutions did not have any concerns about the equity plan. We also targeted several shareholders that we knew were directly influenced by ISS and several of them disregarded ISS recommendations and voted with management.

Knowing that this vote would be a challenge, ³ÉÈËÊÓƵ brought three internal teams to the solicitation: Shareholder Meeting Advisory, Institutional Investor Intelligence and Retail Outreach.

At the onset, our Institutional Investor team began identifying all of the financial institutions, custodial relationships, and beneficial shareholders present on the Non-Objecting Beneficial Owners (NOBO) list. Using our proprietary data, ³ÉÈËÊÓƵ was able to precisely identify the underlying investors behind each custodian.

Once the institutional investors were identified, our shareholder engagement team began the outreach process to obtain voting instructions. Simultaneously, our Retail Outreach team began soliciting retail shareholders to facilitate telephone, text and email voting.

Both groups use a combination of our proprietary text-to-vote, email-to-vote and live telephone voting platforms. These technologies are designed to allow us to gather votes from both the institutional and retail shares, down to the smallest shareholder.

• ³ÉÈËÊÓƵ provided commentary and guidance on the proxy statement, with a particular focus on disclosure regarding the response to the failed Say on Pay vote in 2022.
• We prepared vote projections under various scenarios including voting on directors on the Compensation & Management Development Committee and on the Say on Pay proposal.
• Our Corporate Governance team provided background information and outreach efforts on the top 50 institutions. This included setting up calls with the appropriate contacts at each institution.
• We provided advice and guidance after ISS recommended voting against Compensation & Management Development Committee members and voting against the Say on Pay proposal. We worked with our client to draft a response to the ISS recommendations and submitted the response to ISS on our client’s behalf.

After filing the company’s response. ISS reversed its against recommendations and recommended that shareholders support all directors and Say on Pay.

In addition, all directors were elected with over 95% of the shares voted, and over 75% of the shares voted in favor of the Say on Pay proposal.

³ÉÈËÊÓƵ is now working with the client in preparation for the 2024 annual meeting including arranging off-season institutional outreach and assisting in drafting of ESG disclosure.

The company hired ³ÉÈËÊÓƵ two weeks prior to Proxy Report Release to devise a Shareholder Engagement solicitation. ³ÉÈËÊÓƵ started with Register analysis to determine our strongest points of influence. We then created a narrative supporting the merger with strategic rationale and valuation being the cornerstones of our case.

Our shareholder engagement strategy included proxy report rebuttal and live meetings with key stakeholders. Virtually all these firms and institutional shareholders responded positively to our requests for engagement.

Our Engagement results were successful. ³ÉÈËÊÓƵ flipped dissenting votes to the extent that the final FOR percentage was 94.77%

³ÉÈËÊÓƵ designed a shareholder engagement program focused on key institutional investors and proxy advisors. Our program focused on the positive steps the company had taken to bring the company’s policies in line with LSE guidelines. ³ÉÈËÊÓƵ was able to position the company in front of proxy advisors and institutional investors before they issued their vote recommendations thus heading off negative vote recommendations.

All matters put before shareholders passed even though not all investors supported management. As part of the strategy, ³ÉÈËÊÓƵ conducted a broad solicitation to overcome the negative voting which resulted in higher voter participation than in previous years.

³ÉÈËÊÓƵ mobilized a shareholder engagement strategy that was designed to maximize the “friendly” votes or South Korean based shareholders to side with management. In addition, proxy advisors and foreign based shareholders were part of the shareholder engagement process.

All of managements proposals were approved by shareholders and all the activist proposals were defeated.