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Activism & Governance

2026 Proxy Season Scorecard: Six Say-on-Pay Failures, AI Lands on Mega-Cap Ballots, and the Anti-ESG Pile-Up

Through May 21, 2026, U.S. public-company shareholders rejected six annual-meeting Say-on-Pay packages outright, voted against 18 directors at 14 companies, and crushed dozens of mega-cap shareholder proposals at sub-3% support. Plus: AI proposals filed at Alphabet, Meta, Walmart, and IBM; the split verdict on special-meeting rights; the activist-vote scorecard from four 2026 director-slate contests.

Viasat Agrees to Add Two Carronade-Backed Directors

Viasat Inc. (VSAT) has entered into a cooperation agreement with Carronade Capital Management, expanding its board from eight to ten directors. This agreement comes as Viasat trails the S&P 500 by 6 points on a five-year CAGR basis. Carronade, holding a 3.8% stake, secures two independent board seats.

Impactive Capital Secures Full Three-Seat Slate at WEX

Impactive Capital has reached a cooperation agreement with WEX Inc., securing all three board seats it sought. The agreement follows a proxy contest and addresses WEX’s underperformance, trailing the S&P 500 by 24 points on a three-year CAGR basis.

Beretta Holding Gains Two Seats at Sturm Ruger After Proxy Fight

Sturm, Ruger & Co. Inc. (RGR) and Beretta Holding S.A. have reached a cooperation agreement granting Beretta the right to appoint two independent directors post-2026 Annual Meeting. This move follows Beretta’s campaign for boardroom change, highlighting governance and performance issues.

Weekly Boardroom & Executive Moves: May 1, 2026

This week, significant leadership changes occurred across several companies facing financial difficulties. Abbott Laboratories (ABT) and Agilon Health Inc (AGL) appointed new board members and executives amidst high activist risks and declining TSRs. Accuray Inc (ARAY) and ALT5 Sigma Corp (ALTS) also saw key executive departures and appointments as they navigate substantial TSR declines. These shifts highlight the ongoing challenges and strategic redirections needed to stabilize operations and improve shareholder value.

Appaloosa Unloads on Whirlpool

In a blistering letter, Appaloosa Management’s David Tepper accused Whirlpool (NYSE: WHR) of “destroying hundreds of millions of dollars of shareholder value” through a dilutive recapitalization strategy that he claims prioritizes management’s job security over investor returns. Will Tepper’s push be successful or will shareholders continue to suffer?

PENN Entertainment Settles Bitter HG Vora Feud: A Three-Seat Ransom to End Litigation

After a 2025 proxy battle that moved from the ballot box to the federal courtroom, PENN Entertainment has finally blinked. By expanding its board to 11 seats and appointing three HG Vora-backed directors, PENN has traded immediate board influence for a tactical peace. But is this a strategic refresh or a “boardroom receivership” meant to audit the company’s struggling digital pivot? We go behind the 8-K to break down the winners, the losers, and the “ransom” paid to end the most contentious saga in gaming today.

SPAC & IPO Analysis

SPAC Market Update May 22, 2026: BRKH, PECE Price $140M of SPAC IPOs

BurTech Acquisition Corp II (BRKH) and Peace Acquisition Corp. (PECE) priced 2 SPAC IPOs on May 22, 2026, raising $140M combined. BRKH targets real estate, infrastructure and lifestyle brands; PECE targets businesses across Asia, excluding Mainland China, Hong Kong and Macau.

Daily SPAC: VACI-NorthStar, AIIR – May 18, 2026

Viking Acquisition Corp I (VACI) amended its NorthStar merger agreement, revising redemption timing and closing steps and clarifying tax treatment. Separately, CAEP completed its Air DeSPAC as AIIR. May MTD reached 11 SPAC IPOs / $1,775M through 18 days vs. 6 / $785M over the same span last month.

Daily SPAC: GUAC, IDAC IPOs Add $400M in SPAC Capital – May 15, 2026

2 SPAC IPOs priced today, with Berto Acquisition Corp. II (GUAC) raising $250M and Iron Dome Acquisition I Corp (IDAC) raising $150M; IDAC funded trust at 100.5% of par. May MTD totals 9 IPOs / $1,425M through 15 days vs. 5 / $725M over the same span last month. Separately, RAAQ advanced its IQM merger with an F-4 filing.

Daily SPAC: SIMA, CAEP-Air Redemptions – May 14, 2026

SIM Acquisition I (SIMA) lost $242M from trust on its extension approval to Jul. 12, 2027, and Cantor Equity Partners III (CAEP) cleared its Air deal after $234M in redemptions. Separately, GSR V Acquisition (GSRV) priced a $200M IPO, taking May MTD to 7 SPAC IPOs / $1,025M through 14 days.

Daily SPAC: BREZ $125M IPO, GPAT Non-Redemption Agreements – May 13, 2026

GP-ACT III Acquisition (GPAT) disclosed non-redemption agreements tied to extension and trust-amendment votes, with investors pledging support and no redemptions alongside sponsor share transfers. Breeze Acquisition Corp. II (BREZ) priced a $125M IPO today with 100.2% initial trust funding; May MTD is 6 IPOs for $825M through 13 sessions vs. 2 IPOs / $350M at the same point last month.

Daily SPAC: CAEP Forward Purchase, AIR-Pubco – May 12, 2026

Cantor Equity Partners III (CAEP) announced a forward purchase with Harraden Circle to fund the CAEP-AIR-Pubco business combination. Columbus Acquisition (COLA) issued a convertible extension note to WISeSat.Space. MTD: 5 SPAC IPOs raised $700M through the first 12 sessions of May vs. 2 IPOs / $350M over the same span in April.

Daily SPAC Update – May 11, 2026

Risking Dragon (RDAC) extension vote set. Flag Ship enters letter of intent with Bluechip. Alchemy Investments to delist and move to OTC on May 14.

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