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Jana's Freshpet proxy fight is a rarity this season

May 25, 2023
Illustration of a briefcase with an accordion-spring boxing glove coming out of it.

Illustration: Brendan Lynch/Axios

Activist investor Jana Partners’ willingness to wage a proxy fight at Freshpet is a rarity this season, where parties have pushed for early settlements rather than bringing their battles to a shareholder vote.

Driving the news: On Wednesday, Jana nominated four candidates to the pet food company's board of directors.

Why it matters: Investors are trying to read the tea leaves as to what the universal proxy card, implemented last August, could mean for activist investors and the companies they target.

  • In the first quarter, there were 29 settlement agreements in which a company agreed to give an activist at least one board seat, compared with 28 in the year-earlier period, according to activist research firm Insightia.

What's happening: Activists launched fewer proxy fights, 14 versus 26 the prior year, according to asset manager Lazard, but the appetite for board change stayed steady, at 39% of campaigns, compared with 40% in the previous year.

Of note: Jana is one of the few “brand-name activists” to run a contest this year, says Cristiano Guerra, head of ISS' special situations research team, in an email.

  • Carl Icahn has his fists up at Illumina, but activists like Elliott, Trian and Starboard have so far settled or dropped planned contests Guerra adds.
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