Mergers & Acquisitions

Seven & i Shareholders Reject Activist Investor’s Board Nominees

Voters elect all 15 of 7-Eleven Inc. parent’s candidates at annual meeting
seven & i
Photograph: Shutterstock

After a contentious battle with activist investors, all 15 board of directors candidates proposed by Seven & i Holdings Co. Ltd., including President Ryuichi Isaka, have been elected at the company’s May 25 annual shareholders’ meeting. Shareholders of the 7-Eleven Inc. parent rejected all four board nominees of ValueAct Capital.

San Francisco-based ValueAct, which owns 4.4% of Seven & i, is unhappy with the Tokyo-based global convenience-store company’s diversified structure and wants to increase its valuation by possibly spinning off its 7-Eleven convenience stores or considering other strategic alternatives. It was also pushing to replace four board members, including Ryuichi Isaka, Seven & i’s president.

The directors who have been elected at the meeting and the representative directors appointed at the board meeting included:

  • Representative Director and President: Ryuichi Isaka
  • Representative Director and Vice President: Katsuhiro Goto
  • Representative Directors: Junro Ito, Fumihiko Nagamatsu, Joseph Michael DePinto, Yoshimichi Maruyama
  • Independent Outside Directors: Toshiro Yonemura, Yoshiyuki Izawa, Meyumi Yamada, Jenifer Simms Rogers, Shinji Wada, Fuminao Hachiuma, Paul Yonamine, Stephen Hayes Dacus, Elizabeth Miin Meyerdirk

Rejected board nominees included Katsuya Natori, Dene Rogers, Ronald Gill and Brittni Levinson. None received more than about 35% of the votes.

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis supported investor ValueAct’s efforts and had recommended that shareholders elect all four of the investor’s candidates.

About 10% of the company is owned by the founding family, and the presence of activist investors is small, according to a Reuters report.

“We thank the company’s shareholders for their support and for the productive discussions we have had in the weeks leading up to the vote,” Seven & i said in announcing the results. “We are encouraged that many of our shareholders recognize the significant governance changes we have made over the past year and endorse the convenience store-focused growth strategy that is driving our strong results. We will continue to listen to the input of all shareholders. The Strategy Committee, composed solely of independent outside directors, will continuously assess all options for value creation objectively, and the board will focus on accelerating our business transformation with an open mind toward all options for value creation.”

Seven & i was founded in 1920 as Ito-Yokado, a chain of department stores. In 1991, Ito-Yokado acquired majority control of 7-Eleven in the United States and internationally. Seven & i was established in 2005 as part of a corporate restructuring to serve as the holding company of Ito-Yokado, Seven-Eleven Japan, Denny’s Japan and other businesses.

Based in Irving, Texas, 7-Eleven Inc. operates, franchises or licenses more than 83,000 convenience stores in 19 countries and regions, including more than 13,000 7-Eleven convenience stores in the United States and Canada. In addition, it operates and franchises Speedway, Stripes, Laredo Taco Company and Raise the Roost Chicken and Biscuits locations.

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