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Business Wire
4 days ago
- Business
- Business Wire
Hibiki Path Advisors Launch a Public Campaign as the Largest Shareholder of JAPAN PURE CHEMICAL CO., LTD.
TOKYO--(BUSINESS WIRE)--Hibiki Path Advisors ('we', 'us', 'our') has decided to launch a public campaign, including shareholder proposals, directed at one of our portfolio companies, JAPAN PURE CHEMICAL CO., LTD. (Securities Code: 4973) (hereinafter referred to as 'the Company', 'JPC'), in the lead-up to its 54 th Annual General Meeting of Shareholders scheduled for 20 th June 2025. As the largest shareholder of the Company, our aim with this campaign is to protect and enhance the common interests of all shareholders. Opposition to the reappointment of Director and Honorary Advisor Masao Watanabe to the Board W ith regard to the other director nominees, we plan to oppose the election of eight individuals (including substitute candidates), excluding Mr. Tomoyuki Kojima and Ms. Momoe Kuromatsu (*1) Plan to oppose the transition to a company with an Audit and Supervisory Committee (*1) S hareholder proposal (Item 10): Enhancement of stock-based compensation for directors (excluding outside directors) S hareholder proposal (Item 11): Partial amendment to the Articles of Incorporation regarding the decision-making body for matters such as surplus dividends S hareholder proposal (Items 12 and 13): Strengthening of shareholder returns to improve ROE (including share buybacks and increased dividends) *1 For the rationale behind why items 1. and 2. remain under consideration rather than being finalized, please refer to the attached statement of purpose. For further details regarding the public campaign, please refer to the statement of purpose via the link below: " Regarding the Public Campaign as the largest Shareholder of JAPAN PURE CHEMICAL CO., LTD." We have consistently engaged with the Company over several years earnestly, with our sole intention to guide the Company to take more proactive measures to maximize corporate value. Despite our longstanding, friendly, and earnest proposals since 2018 and the fact that we are currently the largest shareholder holding approximately 18% of the shares (excluding treasury shares) as of the end of March 2025, the Company has completely disregarded our fair requests and abandoned efforts to bridge the differences in opinion. As a result, we have reached the decision to launch a campaign including the submission of shareholder proposals with the aim of protecting the collective interests of all shareholders. As a premise of this campaign, it is a fact that Board of Directors have the fiduciary duty to act in the best interest of the Company and the shareholders. Despite that, JPC board has been avoiding earnest engagement from the requests of general shareholders, including us as the largest shareholder and this continued management practices neglect their fiduciary duties as well as true advancement of corporate value. In our view, the primary cause of this governance failure lies in two factors. First is the continued dominance of Director/Senior Advisor Masao Watanabe (hereinafter referred to as 'Watanabe'), who has retained effective control of JPC for approximately 25 years since the Company's MBO, despite completely failing to generate corporate value during his term. Second is the uniquely structured board of directors (including independent directors), where repeated appointments from limited corporate groups have created conditions that hinder effective oversight. Despite such governance failure, we find it utterly disappointing for the JPC Board of Directors' intention to propose again for the reappointment of Watanabe in this year's General Meeting of Shareholders but additionally establish an Audit and Supervisory Committee structure that appears to significantly delegate authority to internal executive directors which appear to potentially further strengthen Watanabe's de facto control. The company has tried to persist with a board composition that appears to be a continuation of the existing structure, which demonstrates not only a complete lack of reflection on the prolonged destruction of corporate value but also a troubling unwillingness to listen to the legitimate voices of shareholders. Under the banner of a so-called "second founder," the Company has effectively deified Watanabe, thereby forfeiting a critical opportunity for fundamental transformation. We observe that there is serious lacking in fiduciary duty of the Company's Board of Directors as the Company's prolonged underperformance while continuing to implement piecemeal measures and deferring fundamental decisions. Not only did the Company Board of Directors fail to uphold common interests of shareholders, they also undermined the Company's competitive advantage and value creation. Such inaction ultimately harms all stakeholders, including customer relationships and the livelihoods of employees committed to the Company. We respectfully ask our fellow shareholders to support our proposal to enhance and maximize the common interests of all shareholders. Furthermore, we urge you, as fellow shareholders, to carefully consider whether the company's proposals – including the amendment of the Articles of Incorporation to transition to a company with an Audit and Supervisory Committee, and the election of directors, truly contribute to the fundamental enhancement of the company's corporate value, and so we urge you to exercise your shareholder rights with sound and thoughtful judgment. Note: This post does not constitute a solicitation for an offer to acquire or recommend the purchase or sale of specific securities, or advice on investment, legal, tax, accounting, or any other matters. In the event of any discrepancy or conflict between the English and Japanese versions, unless otherwise noted, the meaning of the Japanese language version shall prevail unless otherwise expressly indicated. Sincerely yours,
Business Wire
27-05-2025
- Business
- Business Wire
Nidec Announces That Its Board Authorizes Share Repurchase Plan
KYOTO, Japan--(BUSINESS WIRE)--Nidec Corporation (TOKYO: 6594; OTC US: NJDCY) (the 'Company') announces today that its Board of Directors has authorized a new share repurchase plan at a meeting held on May 27, 2025, whereby the Company may repurchase up to 13 million shares in accordance with the Articles of Incorporation pursuant to Item 1 of Article 459 (1) of the Companies Act of Japan. Reason for Share Repurchase To flexibly implement share repurchases while considering factors such as funds for medium- to long-term growth investments, the current cash position, stock price levels, and the status of total shareholder returns, with a view to achieving a total return ratio of 50%. Details of Authorized Share Repurchase Plan Class of shares: Common stock Total number of shares that may be repurchased: Up to 13,000,000 shares (1.13% of total number of shares issued, excluding treasury stock) Total repurchasable amount: 35 billion yen Period of repurchase: From May 28, 2025 through May 27, 2026 Reference Total number of shares issued and outstanding shares held in treasury as of April 30, 2025: Total number of shares issued (excluding treasury stock): 1,146,307,799 shares Shares held in treasury: 46,261,137 shares Cautionary Statement Concerning Forward-Looking Information This press release contains forward-looking statements regarding the Company's current intent, plans, expectations and estimates. Such forward-looking statements are not guarantees of future performance or events and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements as a result of various factors, including, but not limited to, available funds, future alternative uses for cash, future competing investment opportunities, and general economic, business and market conditions. The Company assumes no obligation to, and does not currently intend to, update these forward-looking statements, except as required by law.
Yahoo
14-05-2025
- Business
- Yahoo
Results of the Annual General Meeting of GAM Holding AG
Zurich: 14 May 2025 PRESS RELEASE Results of the Annual General Meeting of GAM Holding AG All proposals, as recommended by the Board of Directors, were approved with large majorities Chairman and all members of the Board of Directors re-elected At the Annual General Meeting held on 14 May 2025, the shareholders of GAM Holding AG approved all the proposals put forward by the Board of Directors. Shareholders who were unable to attend the Annual General Meeting could give their voting instructions to an independent proxy; 83% of the total 1,065,257,891 shares (as registered in the commercial register) were represented in comparison with 53% in 2024. The management report, the annual company's and consolidated financial statements were approved, and shareholders discharged the members of the Board of Directors elected at the AGM on 15 May 2024 and the Group Management Board for the financial year 2024. The compensation report for 2024 was approved in a non-binding consultative vote. Increase in conditional capital and amendment to the Articles of Incorporation approved The Board of Directors proposed an increase in conditional capital and a corresponding amendment of the Articles of Incorporation to meet its obligations under various Board of Director and employee incentive plans. These proposals were approved. Re-elections and elections to the Board of Directors Antoine Spillmann was re-elected as Chairman of the Board of Directors and Anthony Maarek, Jeremy Smouha, Carlos Esteve, Inès de Dinechin, Anne Empain and Donatella Ceccarelli as members of the Board of Directors. All members of the Board of Directors were elected for a term of office until the end of the Annual General Meeting 2026. Compensation decisions Shareholders also approved all the compensation proposals, including retrospective share-based compensation for the Board of Directors and Group Management Board. Antoine Spillmann, Chairman of the Board of Directors, said: 'On behalf of the Board of Directors, I would like to extend my deepest gratitude to our shareholders for their unwavering trust and support. GAM entered a phase of renewed stability and strategic momentum during 2024 and with the successful conclusion of today's Annual General Meeting and the approval of all proposals, we have made significant strides in our journey towards transformation. As we look ahead to 2025 and beyond, we remain fully committed to delivering sustainable growth, strong investment performance, and lasting value for our clients, and all our stakeholders.' The complete voting results, biographies of the elected Board of Directors and further information on the Annual General Meeting can be found on the company's website here: Additional information AGM Portal | 2024 Sustainability Report | GAM corporate calendar For further information please contact: Investor Relations Magdalena Czyzowska T +44 (0) 207 917 2508 Media Relations Colin Bennett T +44 (0) 207 393 8544 Visit us: Follow us: X and LinkedIn About GAM GAM is an independent investment manager that is listed in Switzerland. It is an active, independent global asset manager that delivers distinctive and differentiated investment solutions for its clients across its Investment and Wealth Management Businesses. Its purpose is to protect and enhance its clients' financial future. It attracts and empowers the brightest minds to provide investment leadership, innovation and a positive impact on society and the environment. Total assets under management were CHF 16.3 billion as of 31 December 2024. GAM has global distribution with offices in 14 countries and is geographically diverse with clients in almost every continent. Headquartered in Zurich, GAM Investments was founded in 1983 and its registered office is at Hardstrasse 201 Zurich, 8037 Switzerland. For more information about GAM Investments, please visit Other Important Information This release contains or may contain statements that constitute forward-looking statements. Words such as 'anticipate', 'believe', 'expect', "estimate", "aim", 'project', 'forecast', "risk", 'likely', 'intend', 'outlook', 'should', 'could', "would", 'may', 'might', "will", "continue", "plan", "probability", "indicative", "seek", 'target', 'plan' and other similar expressions are intended to or may identify forward-looking statements. Any such statements in this release speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance, and estimates. Any forward-looking statements in this release are not indications, guarantees, assurances or predictions of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the person making such statements, its affiliates and its and their directors, officers, employees, agents and advisors and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct and may cause actual results to differ materially from those expressed or implied in any such statements. You are strongly cautioned not to place undue reliance on forward-looking statements and no person accepts or assumes any liability in connection therewith. This release is not a financial product or investment advice, a recommendation to acquire, exchange or dispose of securities or accounting, legal or tax advice. It has been prepared without taking into account the objectives, legal, financial or tax situation and needs of individuals. Before making an investment decision, individuals should consider the appropriateness of the information having regard to their own objectives, legal, financial and tax situation and needs and seek legal, tax and other advice as appropriate for their individual needs and jurisdiction. Attachment Results of the Annual General Meeting of GAM Holding AG 2025_En
Yahoo
14-05-2025
- Business
- Yahoo
Results of the Annual General Meeting of GAM Holding AG
Zurich: 14 May 2025 PRESS RELEASE Results of the Annual General Meeting of GAM Holding AG All proposals, as recommended by the Board of Directors, were approved with large majorities Chairman and all members of the Board of Directors re-elected At the Annual General Meeting held on 14 May 2025, the shareholders of GAM Holding AG approved all the proposals put forward by the Board of Directors. Shareholders who were unable to attend the Annual General Meeting could give their voting instructions to an independent proxy; 83% of the total 1,065,257,891 shares (as registered in the commercial register) were represented in comparison with 53% in 2024. The management report, the annual company's and consolidated financial statements were approved, and shareholders discharged the members of the Board of Directors elected at the AGM on 15 May 2024 and the Group Management Board for the financial year 2024. The compensation report for 2024 was approved in a non-binding consultative vote. Increase in conditional capital and amendment to the Articles of Incorporation approved The Board of Directors proposed an increase in conditional capital and a corresponding amendment of the Articles of Incorporation to meet its obligations under various Board of Director and employee incentive plans. These proposals were approved. Re-elections and elections to the Board of Directors Antoine Spillmann was re-elected as Chairman of the Board of Directors and Anthony Maarek, Jeremy Smouha, Carlos Esteve, Inès de Dinechin, Anne Empain and Donatella Ceccarelli as members of the Board of Directors. All members of the Board of Directors were elected for a term of office until the end of the Annual General Meeting 2026. Compensation decisions Shareholders also approved all the compensation proposals, including retrospective share-based compensation for the Board of Directors and Group Management Board. Antoine Spillmann, Chairman of the Board of Directors, said: 'On behalf of the Board of Directors, I would like to extend my deepest gratitude to our shareholders for their unwavering trust and support. GAM entered a phase of renewed stability and strategic momentum during 2024 and with the successful conclusion of today's Annual General Meeting and the approval of all proposals, we have made significant strides in our journey towards transformation. As we look ahead to 2025 and beyond, we remain fully committed to delivering sustainable growth, strong investment performance, and lasting value for our clients, and all our stakeholders.' The complete voting results, biographies of the elected Board of Directors and further information on the Annual General Meeting can be found on the company's website here: Additional information AGM Portal | 2024 Sustainability Report | GAM corporate calendar For further information please contact: Investor Relations Magdalena Czyzowska T +44 (0) 207 917 2508 Media Relations Colin Bennett T +44 (0) 207 393 8544 Visit us: Follow us: X and LinkedIn About GAM GAM is an independent investment manager that is listed in Switzerland. It is an active, independent global asset manager that delivers distinctive and differentiated investment solutions for its clients across its Investment and Wealth Management Businesses. Its purpose is to protect and enhance its clients' financial future. It attracts and empowers the brightest minds to provide investment leadership, innovation and a positive impact on society and the environment. Total assets under management were CHF 16.3 billion as of 31 December 2024. GAM has global distribution with offices in 14 countries and is geographically diverse with clients in almost every continent. Headquartered in Zurich, GAM Investments was founded in 1983 and its registered office is at Hardstrasse 201 Zurich, 8037 Switzerland. For more information about GAM Investments, please visit Other Important Information This release contains or may contain statements that constitute forward-looking statements. Words such as 'anticipate', 'believe', 'expect', "estimate", "aim", 'project', 'forecast', "risk", 'likely', 'intend', 'outlook', 'should', 'could', "would", 'may', 'might', "will", "continue", "plan", "probability", "indicative", "seek", 'target', 'plan' and other similar expressions are intended to or may identify forward-looking statements. Any such statements in this release speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance, and estimates. Any forward-looking statements in this release are not indications, guarantees, assurances or predictions of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the person making such statements, its affiliates and its and their directors, officers, employees, agents and advisors and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct and may cause actual results to differ materially from those expressed or implied in any such statements. You are strongly cautioned not to place undue reliance on forward-looking statements and no person accepts or assumes any liability in connection therewith. This release is not a financial product or investment advice, a recommendation to acquire, exchange or dispose of securities or accounting, legal or tax advice. It has been prepared without taking into account the objectives, legal, financial or tax situation and needs of individuals. Before making an investment decision, individuals should consider the appropriateness of the information having regard to their own objectives, legal, financial and tax situation and needs and seek legal, tax and other advice as appropriate for their individual needs and jurisdiction. Attachment Results of the Annual General Meeting of GAM Holding AG 2025_EnSign in to access your portfolio
Yahoo
14-05-2025
- General
- Yahoo
Woman recognized in Winston-Salem for decades of service
WINSTON-SALEM, N.C. (WGHP) — There's a lot to be said about a volunteer you can count on. Quilla Smith has served at Samaritan Ministries long enough to be a familiar face among many of the guests. 'I'll see them out in the community … 'Hey, Ms. Soup Kitchen,'' Smith recalled with a laugh. Smith has been serving guests in Samaritan's soup kitchen since the early 1980s. 'I found Samaritan during a time that was not very good. I call it the dark part of my life. Unfortunately, a marriage had failed, and I returned to Winston with two children,' she said. 'I found Samaritan as my refuge and serving was my therapy.' In 1986, The Christian ministry had her listed as a founding board member on its Articles of Incorporation. 'Just being on the board was really an awesome experience… just to watch a vision become a reality was just really special,' Smith said. Smith still enjoys connecting with guests. 'I could relate to a certain degree because we all have crisis in our lives, and we're just blessed that we're able to overcome.' The warmth she adds to the team is why she's been named the winner of the 2025 Myrtie Davis Lifetime Volunteer Servant Leadership Award. 'It's truly an honor to be recognized, but we have to give God all the glory because without Him, I wouldn't be here or wouldn't have even the desire to give,' she said. 'Even when you're going through, you can lose yourself and forget about your troubles and try to make a difference in others' lives, and it's just been a blessing.' According to Samaritan Ministries, Smith has served as a core volunteer, board member, Soup Kitchen volunteer and a team lead from Galilee Missionary Baptist Church. She was known as a core volunteer for an estimated 31 years (1981 through 2012) She currently serves at Samaritan on the third Monday with her church Galilee Missionary Baptist Church in Winston-Salem. Copyright 2025 Nexstar Media, Inc. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.
