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Reuters
23-05-2025
- Business
- Reuters
JBS plan for US listing in doubt, early shareholder vote shows
SAO PAULO, May 22 (Reuters) - An early count of JBS ( opens new tab shareholder votes released on Thursday showed a slim majority opposed to the Brazilian meatpacker's proposal to list shares in the United States, threatening a move that has driven a sharp rally by its shares. In a securities filing, the company released a voting bulletin showing about 52% of votes so far opposed the plan, underscoring that the decision will go down to the wire at a Friday shareholder meeting that will tabulate outstanding votes. JBS shares have surged over 30% since mid-March as stock analysts touted the perks of a U.S. listing for its valuation. Shares seesawed on Thursday before slipping about 2% in midday Sao Paulo trading. Some JBS investors have been buying more shares to sway the final vote, according to people familiar with the matter. "I believe the breakdown of voting tomorrow will be more favorable, because it will be local institutional investors and individuals here in Brazil who have been more supportive of this move," said Leonardo Alencar, an analyst at brokerage XP. Plans for a U.S. listing were delayed repeatedly over the past decade, hindered by scandals involving the company's top shareholders, brothers Joesley and Wesley Batista, as well as concerns about its environmental impacts and the transparency of its climate targets. Since the U.S. Securities and Exchange Commission gave its approval for the New York listing in late April, environmental groups and U.S. politicians have aired concerns. Thursday's filing showed some 271 million votes against the proposal to delist shares in Sao Paulo to create a dual U.S.-Brazil listing via a Netherlands-based entity. The question had 246 million votes in favor and over 3 million abstentions. At a shareholder meeting on Friday, JBS is expecting to tabulate up to 210 million more minority shareholder votes, according to a person familiar with the process, who said those votes could swing the result in favor of the company's plan. If approved, JBS shares will trade on the New York Stock Exchange as well as on the Sao Paulo bourse, called B3, via Brazilian depositary receipts. The Batista family and state lender BNDES, which together hold about two-thirds of shares, are not voting on the proposal, leaving the decision in the hands of minority investors. Recent recommendations by proxy advisory firms Glass Lewis and Institutional Shareholder Services may have swayed those investors' votes. Both questioned the structure of the listing, warning it could end up weakening minority shareholder rights. Under the proposed structure, a Netherlands-based company will issue Class A shares, which will be publicly traded, and Class B shares, which will have 10 times as much voting power. In one potential scenario, the controlling shareholders of JBS could end up with 85% of voting power. JBS defended the proposed structure, telling shareholders in a letter that ISS had failed to recognize the strategic value of the controlling shareholders in establishing a leading position in the global meat industry. The back-and-forth was enough to raise doubts about the proposal's passage even before Thursday's preliminary count. JPMorgan analysts recommended last week that investors hedge a potential rejection by buying JBS put options, given slipping odds of approval, which previously were "very favorable." The analysts warned in their note that, although approval still looked likely, a rejection could wipe out a two-month rally since BNDES said it would abstain from the vote. Igor Guedes, an analyst at Genial Investimentos, said since the ISS recommendation against the dual listing, foreign investors had increased their holdings while Brazilian investors reduced their exposure. That may increase the risk of rejection, he said, as foreign funds seem more open to the proxy advisories' recommendations.
Globe and Mail
22-05-2025
- Business
- Globe and Mail
LEADING INDEPENDENT PROXY ADVISORY FIRMS RECOMMEND GALIANO GOLD'S SHAREHOLDERS VOTE FOR ALL PROPOSED RESOLUTIONS
VANCOUVER, BC , May 22, 2025 /CNW/ - Galiano Gold Inc. ("Galiano" or the "Company") (TSX: GAU) (NYSE American: GAU) is pleased to announce that both Institutional Shareholder Services Inc. ("ISS") and Glass Lewis and Co., LLC ("Glass Lewis") have recommended that Galiano's shareholders vote FOR all of the proposed resolutions that will considered at the Company's Annual General Meeting of Shareholders (the "Meeting"), which will be held virtually on Thursday, June 12, 2025 at 10:00 a.m. (Pacific Time) . ISS and Glass Lewis are two leading independent proxy advisory firms that, among other services, provide voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders. Galiano Gold Inc.'s Annual General Meeting of Shareholders The Meeting will be held online at for the following purposes: To fix the number of directors to be elected at eight; To elect directors of the Company for the ensuing year; To re-appoint the auditor of the Company for the ensuing year and to authorize the directors to fix the auditor's remuneration; and To authorize and approve a non‐binding advisory resolution accepting the Company's approach to executive compensation. Galiano shareholders are encouraged to read the meeting materials in detail and cast their votes prior to the proxy voting deadline. Copies of the meeting materials are available under Galiano's profile on SEDAR+ at and under the "Investors" section on Galiano's website at YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY The Board of Directors UNANIMOUSLY recommends that shareholders vote FOR all proposed resolutions that will be considered at the Meeting. The proxy voting deadline is at 10:00 a.m., Pacific Time , on Tuesday, June 10, 2025 How to vote Galiano shareholders can vote their shares using the following methods: Voting for Registered Shareholders (shares represented by a physical certificate or DRS Statement) Internet – Go to enter your 15-digit control number found on your form of proxy and vote your shares. Telephone – Call 1-866-732-8683, enter your 15-digit control number and follow the interactive voice control instructions to vote your shares. Voting for Non-Registered/Beneficial Shareholders (shares held with a broker, bank or other intermediary) Internet – Go to enter your 16-digit control number found on your voting instruction form ("VIF") and vote your shares. Telephone – Call the toll-free number listed on the VIF, enter your 16-digit control number and follow the interactive voice control instructions to vote your shares. Shareholder Questions Galiano's shareholders who have questions about the Meeting or the Meeting resolutions can contact the Company's strategic shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone toll-free at 1-877-452-7184 in North America or 1-416-304-0211 for international calls or by e-mail at assistance@ About Galiano Gold Inc. Galiano is focused on creating a sustainable business capable of value creation for all stakeholders through production, exploration and disciplined deployment of its financial resources. The Company operates and manages the Asanko Gold Mine, which is located in Ghana , West Africa . Galiano is committed to the highest standards for environmental management, social responsibility, and the health and safety of its employees and neighbouring communities. For more information, please visit
