CalPERS and SBA Florida Vote FOR Effissimo’s Proposal to Toshiba

• Follows earlier disclosure by CalSTRS of its vote FOR Effissimo’s proposal
• SBA Florida cites “Conflicted review process; Insufficient resolution of outstanding concerns”
• Leading proxy advisory firms ISS and Glass Lewis recommend support for Effissimo’s proposal

SINGAPORE--(BUSINESS WIRE)--California Public Employees' Retirement System (CalPERS)¹ and State Board of Administration (SBA) of Florida², the largest and fifth-largest public pension funds in the US, have publicly disclosed that they have voted FOR Effissimo Capital Management’s shareholder proposal to conduct an independent investigation of Toshiba Corporation’s (TYO: 6502) 2020 Annual General Meeting (AGM).

SBA Florida cited three reasons for its supportive vote: “Conflicted review process; Insufficient resolution of outstanding concerns; Reasonably proportionate request.”

The votes by prominent institutional shareholders of Toshiba follow earlier disclosure by California State Teachers’ Retirement System (CalSTRS), the second-largest public pension fund in the US, that it was voting FOR Effissimo’s proposal.

Effissimo’s proposal will be voted on at an Extraordinary General Meeting scheduled for March 18, 2021. Effissimo encourages all Toshiba shareholders who have not yet done so to vote before their respective deadlines.

Effissimo contends that the internal investigation by Toshiba’s Audit Committee of the 2020 AGM was inadequate and inherently conflicted because committee members were investigating allegations of misconduct directly connected with their own election as directors. Shareholders deserve a credible independent confirmation that the integrity of their voting rights has not been compromised.

With the recent promotion to the First Section of the Tokyo Stock Exchange, Toshiba will once again have an influx of passive investors as shareholders. We hope that our proposal, based on the basic premise that the most fundamental shareholders’ right, the right to vote, must be upheld in Japan, resonates with these passive investors, including the largest index fund managers.

Finally, Toshiba has yet to respond to Effissimo’s request that the Company correct factual errors in their February 17 disclosure, which are also contained in the Convocation Notice opposing Effissimo’s proposal.

¹ https://viewpoint.glasslewis.com/WD/MeetingDetail/?siteId=CalPERS&securityId=38671
² https://viewpoint.glasslewis.com/WD/MeetingDetail/?siteId=FSBA&securityId=38671