3D Investment Partners: Leading Proxy Advisory Firm Glass Lewis Recommends Toho Holdings Shareholders Vote 'AGAINST' the Reappointment of CEO Hiromi Edahiro at the Company's June 2025 AGM

Business Wire

a day ago

TOKYO--(BUSINESS WIRE)--3D Investment Partners Pte. Ltd., the investment manager of 3D Opportunity Master Fund ('3D' or 'we'), today announced that Glass, Lewis & Co. ('Glass Lewis'), a leading independent provider of proxy research and voting recommendations for the institutional investor community, has recommended that shareholders of Toho Holdings Co., Ltd. ('Toho HD' or the 'Company') (TOKYO: 8129) vote 'AGAINST' the reappointment of Representative Director, President, CEO and CFO Hiromi Edahiro ('Mr. Edahiro') at the Company's 77th Annual General Meeting of Shareholders (the 'AGM'), scheduled to be held on June 27, 2025.
In its report, Glass Lewis recognized that 3D 'raises relevant and substantiated concerns regarding Toho Holdings' governance practices' and concluded that shareholders should vote against the reappointment of Mr. Edahiro.
In reaching its conclusion, Glass Lewis highlighted Toho HD's fraudulent scheme related to Nihon University Hospital (the 'Nihon University Incident') and found that the incident – which was 'characterized by limited disclosure and unclear accountability' – warranted 'further scrutiny.'
Furthermore, Glass Lewis criticized Toho HD's response to the Nihon University Incident particularly; they analyze that this incident suggested 'gaps in the Company's risk awareness and disclosure governance framework.' Glass Lewis noted that:
'[T]he Company's involvement in transactions perceived as questionable might have merited a more proactive and transparent response. From the standpoint of risk oversight and shareholder communication, an internal investigation followed by a timely explanation would likely have been more appropriate.'
'[T]he Company's first formal disclosure [of the Nihon University Incident] was issued only in response to 3D's public statements ahead of this shareholder meeting. In our view, this reactive approach appears misaligned with generally accepted expectations for corporate transparency. The rationale cited—that disclosure was delayed to protect the Company's reputation—may in fact have had the opposite effect, potentially exacerbating reputational risks.'
3D completely agrees with Glass Lewis that shareholders should expect 'stronger accountability and leadership at the highest levels.' 3D strongly believes that addressing Toho HD's serious governance and compliance failures is essential to enhance the Company's corporate value sustainably, and that substantive change must start at the top of the organization.
3D therefore encourages Toho HD shareholders to vote AGAINST Mr. Edahiro at the Company's upcoming AGM.
Note: The passages in quotation marks ("") are direct quotes excerpted by 3D from Glass Lewis' report. The portions in brackets ([ ]) have been added by 3D for additional clarity/context. Permission to use these quotes from Glass Lewis was neither explicitly sought nor obtained.
About 3D Investment Partners Pte. Ltd.
3D Investment Partners Pte. Ltd. is an independent Singapore-based Japan focused value investing fund manager founded in 2015. 3D Investment Partners Pte. Ltd. focuses on partnering with management[s] who share its investment philosophy of medium- to long-term value creation through compound capital growth and a common objective of achieving long-term returns.
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3D Investment Partners Pte. Ltd. and its affiliates and related persons ('3DIP') of either believe that the current market price of Toho HD does not reflect its intrinsic value. 3DIP acquired beneficial and/or economic interests based on its own idea that Toho HD securities have been undervalued and provide an attractive investment opportunity and may in the future beneficially own, and/or have an economic interest in, Toho HD securities. 3DIP intends to review its investments in Toho HD on a continuing basis and, depending upon various factors including, without limitation, Toho HD's financial position and strategic direction, the outcome of any discussions with Toho HD, overall market conditions, other investment opportunities available to 3DIP, and the availability of Toho HD securities at prices that would make the purchase or sale of Toho HD securities desirable, 3DIP may, from time to time (in the open market or in private transactions), buy, sell, cover, hedge, or otherwise change the form or substance of any of its investments (including the investment in Toho HD securities) to any degree in any manner permitted by any applicable law, and expressly disclaims any obligation to notify others of any such changes.
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