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Case Study: Insurance Company Under Attack by a Serial Activist.

Assignment and Challenges

A $70 million market capitalization insurance company was surprised to find a serial activist investor, disclosed ownership of 9.5% of the Company’s outstanding common stock. The activist announced that it believed the Company’s management had done an ineffective job of maximizing shareholder value.

Four months later the activist’s stake increased to approximately 10% of the shares outstanding and they confirmed their desire to effectuate change at the Company. To this end, the activist filed a proxy statement nominating its managing member for election as a director at the Company’s Annual Meeting. Moreover, the activist urged the Company’s shareholders to vote against the Company’s advisory vote to approve the compensation of the Company’s named executive officers (Say-on-Pay).

The Company opposed the activist’s nomination and the Board unanimously recommended that shareholders vote “FOR” the election of the company’s director nominees because the Board did not believe the activist possessed experience and expertise that would be additive as a director. As such, the Board maintained that the election of the activist would not be in the best interests of all shareholders.

Alliance Advisors was called in to help turn back the activist and approve the Shareholder Meeting agenda.

Solution

Alliance Advisors 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.

/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 Alliance Advisors 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.

Results

Despite the activist’s efforts, the Company received strong shareholder support at its Annual Meeting and can now focus on key business objectives.

The voting results speak for themselves and demonstrate strong shareholder support for the Company’s agenda. Each Company nominated director received support from at least 96% of shares cast and over 96% of shares cast voted FOR Say-on-Pay. The sheer volume of supportive voting further illustrates the Company’s 2024 Annual Meeting voting success – over 56% of shares outstanding voted FOR each of the Company’s proposals which meant that despite the prolonged contested solicitation, the Company achieved quorum on its own card without adjourning the meeting or having to rely on any voting from the dissident.

Activism

A $70 million market capitalization insurance company was surprised to find a serial activist investor.

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