NEW YORK & TOKYO--(BUSINESS WIRE)--Fir Tree Partners ("Fir Tree"), manager of certain funds that reported collective beneficial ownership of approximately 6.1% of the outstanding shares of Kyushu Railway Company ("JR Kyushu" or the “Company") (TSE ticker 9142) on its latest large shareholding report, today issued the following statement regarding shareholder proposals for the Company’s Annual General Meeting of Shareholders (“Annual Meeting”) to be held on June 23, 2020.
Today, Fir Tree is relaunching its website ‘A Better Way for JR Kyushu’ (www.ABetterWayforJRK.com) to provide stakeholders with updated information regarding its engagement with the Company, including an investor presentation and an open letter to shareholders, which are available in English and in Japanese.
As a long-term shareholder, over the past three years Fir Tree has made a number of suggestions to JR Kyushu around improved disclosure, Board composition, shareholder alignment and capital structure. Last year, when the Board and management refused to consider these recommendations on their own, Fir Tree was forced to submit proposals for the 2019 Annual Meeting. Only after Fir Tree made proposals, many of which received a significant amount of shareholder support, did the Board act to address a small portion of the concerns raised.
Unfortunately, once again this year, the Board is refusing to listen to shareholder recommendations, this time at a critical moment when the Company has been significantly impacted by the Covid-19 pandemic. Now more than ever, it is imperative JR Kyushu have the right Board members and disclosure practices in place to execute on the four short-term strategies identified by management:
- Secure liquidity on hand
- Evaluate fundraising methods
- Delay or control growth investment
- Reevaluate the business portfolio
As it stands now, JR Kyushu’s Board lacks the skill set, experience and governance practices to address these short-term strategies. Specifically, the Board needs outside industry experts with the highest level of finance and capital markets experience, real estate investment and asset management knowledge, as well as governance and sustainability expertise. Without notable experience in these areas, the Board is ill-equipped to make value accretive decisions or oversee management’s aggressive capex plans.
Over the last six months, Fir Tree continued to engage with JR Kyushu in an effort to agree on suitable outside experts with relevant industry experience who could enhance the quality of the Board. With the help of two independent third-parties, Fir Tree screened over a hundred candidates and narrowed the list down to five exceptional individuals. Inexplicably, after interviewing all five candidates, several of them twice, the Board and management decided to nominate its own outside nominee and to leave a Board seat unoccupied, rather than agreeing to endorse even one of the five professionals.
As a result of management’s disingenuous behavior and refusal to sincerely consider shareholder suggestions to help address challenges facing the Company, Fir Tree is left with no choice but to nominate three of these exceptional candidates as independent directors at this year’s Annual Meeting.
Fir Tree’s shareholder proposals are as follows:
AGENDA ITEM #4: Amendment to the Articles of Incorporation regarding disclosure of Revenues, EBITDA, Net Operating Income and appraised cap rates for each of the Company’s commercial and residential real estate assets. The Company shall also provide a detailed list of all growth capital expenditures.
AGENDA ITEM #5: Election of One Director to the Board – Ms. Fumiyo Takei
AGENDA ITEM #6: Election of One Director to the Board – Mr. Daizo Motoyoshi
AGENDA ITEM #7: Election of One Director to the Board – Ms. Yoshiko Nagao
Fir Tree encourages all shareholders to vote in favor of Agenda items 4 through 7 in order to send a clear message to management demanding better disclosure and stronger governance at JR Kyushu. Not only has the Board and management team refused to listen to shareholders for a second time, but they have also chosen to exercise poor governance by leaving a Board seat unoccupied rather than welcoming the added voice of a true outside professional.
In order to accommodate all three Board candidates, Fir Tree is asking shareholders to vote against Masayoshi Nuki (Agenda Item 2.7) and Izumi Kuwano (Agenda Item 2.8), given their non-relevant skill set to JR Kyushu’s businesses, poor track record as value creators and questionable independence.
Fir Tree looks forward to discussing its proposals and nominees with fellow shareholders.
For future updates, please visit Fir Tree’s campaign website: www.ABetterWayforJRK.com.
About Fir Tree Partners
Fir Tree Partners, founded in 1994 and located in New York City (HQ) and Miami, is a value-oriented investment manager that invests on behalf of endowments, charitable and philanthropic foundations, pension funds and other institutional and private investors. The firm has successfully applied its opportunistic approach across a wide array of asset classes, industries and geographies, including in Japan where it has been actively investing for nearly a decade. Fir Tree Partners has adopted Japan's Stewardship Code.
This press release should not be construed as asking for an agreement on Fir Tree’s proposals or soliciting any person to authorize Fir Tree or any third party to exercise voting rights on such person’s behalf with respect to the election of directors of JR Kyushu or any other matter to be presented to shareholders at JR Kyushu's upcoming Annual General Meeting (the "AGM"). Fir Tree intends to encourage fellow shareholders to cast their votes against certain proposals by JR Kyushu and in favor of Fir Tree’s proposals by either attending the AGM or using the voting card enclosed with the convocation notice that will be sent by JR Kyushu. This press release is not intended and should not be considered to solicit, encourage, induce or seek for fellow shareholders to authorize Fir Tree or any other third party as their proxy in exercising their voting rights on their behalf.
This press release is based solely on Fir Tree’s own analysis and the information made publicly available by JR Kyushu.