2024 Review of Shareholder Activism

Observations on the Global Activism Environment in 2024

Global Campaigns Remain Robust as U.S. and APAC Drive Activity Levels

243 campaigns mark the highest total since 2018’s record of 249 campaigns
- The post-pandemic (2022-2024) period has been the busiest three-year period for activism on record, with an average of 236 campaigns per year, vs. a prior three-year high of 223 campaigns per year (2017-2019)
Continued U.S. (115 campaigns, up 6% year-over-year) and record APAC activity (66 campaigns) drove overall levels
- Whereas the U.S. once constituted a supermajority of activity (69% of 2015 global campaigns), it now represents less than half of campaigns (47%)
- APAC, driven by Japan, exceeded Europe in total activity for the first time
The 67% spike in activity from Q3 to Q4 is consistent with prior years as activists historically launch more campaigns in Q4 to exert pressure in advance of nomination windows, 77% of which open in the U.S. between December and February
European activity decreased (48 campaigns, down (26%) year-over-year) while the U.K remains the anchor for activist activity, constituting 42% of activist targets in the region
- U.S. activists Elliott, Eminence, Sachem Head and Trian accounted for 17% of activist activity in Europe

Record Number of Activists Launching Campaigns While Major Activists Eye Larger Targets

160 different investors launched campaigns in 2024, the most ever recorded; this included 45 first-time activists, also a record
- Major activists(1) constituted only 17% of campaigns launched (43 campaigns), the lowest share of campaign launches ever recorded, compared to 18% by first-timers (45 campaigns launched)
Elliott was once again the most prolific activist globally, with 14 campaigns launched
- Four of the ten largest targets this year were Elliott’s (Honeywell, SoftBank, Starbucks and Texas Instruments)
The top ten activists by campaigns launched included a mix of mainstays (i.e., Elliott, JANA Partners, Starboard), relatively new funds (Irenic) and regional funds (i.e., Gatemore, Oasis)
Major activists are targeting larger companies: mega-cap companies (over $25bn market capitalization) comprised 30% of major activist targets vs. 23% five years ago

Sources: Bloomberg, FactSet, Diligent Market Intelligence, 13D Monitor, press reports and publicly available data and sources. Market data as of 12/31/2024.

Note: All data is for campaigns conducted globally by activists at companies with market capitalizations greater than $500 million at time of campaign announcement; select campaigns with market capitalizations less than $500 million due to depressed valuation at the time of campaign announcement (company was larger than $500mm in prior twelve months).

1. Major activist hedge funds include: Cevian, Elliott Management, Icahn Associates, JANA Partners, Land & Buildings, Sachem Head, Starboard Value, TCI, Third Point, Trian Partners and ValueAct.

Strategic & Operational Campaigns Defined 2024, But M&A Demands Are Picking Back Up	High-profile campaigns focused on strategic and operational issues at companies such as Norfolk Southern, Southwest Airlines, Starbucks and Texas Instruments demonstrate how activists are willing to shift focus when M&A markets are uncertain Strategy & Operations demands appeared in nearly a quarter of campaigns in 2024, the highest rate in recent years However, activists appear to be returning to M&A demands as dealmaking optimism rebounds; while M&A demands appeared in approximately a third of H1 2024 campaigns, they have appeared in over half of H2 2024 campaigns
CEOs Under Fire as Activists and Boards Take a More Critical Eye	27 CEO resignations at companies targeted by activists in 2024 constitutes a new record, compared to 24 in 2023 and a four-year average of 16, a 13% and 69% increase, respectively The percent of S&P 500 CEO resignations coming in the context of an ongoing activist campaign has increased threefold since 2020, from 5% to 15% Over the past two years, 20% of activist targets have seen their CEO resign within a year of campaign initiation, vs. average CEO turnover of 12%(1) While mega-cap companies comprised 12% of activist campaigns, they accounted for 19% of 2024 CEO turnovers Activist Board representation is often a prerequisite for CEO change, but was not always the case in 2024; CEO change at CVS and Starbucks came without activist Board seats, suggesting the presence of an activist is enough for proactive Boards
Fewer U.S. Proxy Fight Victories Signal Unsettled Universal Proxy Debate	119 Board seats won in 2024, above the four-year average of 115, led by notable campaigns at Southwest (five Board seats), CVS (four Board seats) and Norfolk Southern (four Board seats) 24% of Board seats were won through proxy fights and 76% through settlements in 2024 In Canada, activists succeeded in replacing two full Boards at Gildan Activewear (eight Board seats) and Dye & Durham (seven Board seats) U.S. activists faced headwinds in proxy fights; in ten 2024 proxy fights, activists secured seats in only three campaigns and only won six of 38 total seats sought U.S. Board seat results suggest that the Universal Proxy Card (“UPC”) has not upended proxy fight dynamics, but reinforced the importance of nominee selection and a robust defense strategy

Sources: Bloomberg, FactSet, Diligent Market Intelligence, 13D Monitor, press reports and publicly available data and sources. Market data as of 12/31/2024.

1. Represents annual CEO turnover in the S&P 500 Index.

Robust Activity Well Above the Long-Term Average

2024 was the busiest year since 2018, capping off a busy decade of activism that witnessed 2,139 total global campaigns

The Global Composition of Activism Has Changed

The U.S. remains the primary market for activism, but the jurisdictions targeted have expanded over time, best exemplified by the increase in APAC campaigns

Activist Activity by Quarter and Sector

Activist Targets by Company Size

Top Activists of 2024

Elliott remained the most active activist in 2024, joined by a diverse array of APAC activists and others

Global Activist Universe

A record 160 unique activists and 45 first-timers launched campaigns in 2024, as a broader array of activists launched campaigns

Major Activists Adjusted Their Targets and Demands

Mega-cap companies comprised 30% of major activist targets in 2024, compared to just 23% in 2020

U.S. Campaign Activity

115 U.S. campaigns, up 6% year-over-year, have comprised nearly half of all global activist activity

Notable U.S. Q4 Campaign Developments & Launches

Europe Campaign Activity

European Activity by Country

APAC Campaign Activity

Strategic Capital, Oasis Management and Dalton investments were the most prolific activists in APAC comprising nine, eight and six campaigns in the region, respectively

Rest of World: Notable Q4 Campaign Developments & Launches

Key Campaign Objectives in 2024

With the exception of campaigns focusing on Strategy & Operations and Capital Return (owing to their popularity in APAC), most campaign objectives were in line with levels observed in previous years

Increase in Strategy & Operations Campaigns

The increase in Strategy & Operations campaigns is seen clearly in the U.S., more than tripling from 8% in 2020 to 25% in 2024

Activists Drive Record CEO Turnover

A record 27 CEOs resigned in 2024 at companies targeted by activists, and at S&P 500 companies 15% of total resignations were at activist targeted companies

Global M&A Campaign Activity

Activists appear to be anticipating further recovery in M&A markets, increasing the frequency of their related demands in H2

Notable Examples of M&A Activism

Global Board Seats Won

119 Board seats won via proxy fights and settlements, with notable wins by Browning West at Gildan Activewear (replacing entire Board in a vote) and Elliott at Southwest (five seats by settlement)

Profile of 2024 Activist Director Appointments

Despite fewer Board seats won in 2024, the shift away from activist principals continued, with 2024 showing the lowest proportion of activist employees serving on target Boards in recent years

U.S. Dissident Proxy Fight Success Drops Off in 2024

What Major Campaigns from 2024 Mean for 2025

A Link to the full report can be found here.

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2024 Review of Shareholder Activism

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