Across the Board
Why Walking Away from Warner May Be Netflix’s Biggest Win
The streaming leader preserved its strategy and balance sheet, while Paramount takes on the risks of integration and debt
“Netflix investors are getting a happy ending, just not the one the company’s management first envisioned. The streaming giant’s formal exit from the bidding war for Warner Bros. Discovery has cheered its own shareholders, sending the stock up nearly 14% on Friday…. Buying Warner Bros. made sense for Paramount Skydance, whose subscale streaming service has long struggled to compete against the much larger offerings from Netflix, Disney and Warner. But for Netflix, such a deal would have complicated the business model for a company that had already vaulted to a leading position in Hollywood on its strength as a streaming pure-play…. Warner could have ended up costing Netflix even more, in terms of both Hollywood drama and political trouble…. The need for government approval also made Netflix extra vulnerable to the whims of President Trump, who demanded last week that the company kick a former Biden administration official off its board of directors. Instead, Netflix will walk away about $2.8 billion richer thanks to the termination fee outlined in their agreement with Warner.” WALL STREET JOURNAL
Activist Elliott Takes $1 Billion Stake in Pinterest
The activist investor backs a major share buyback as pressure grows for stronger growth and capital allocation
“Activist investor Elliott Investment Management has injected $1 billion into Pinterest, which the company will use to repurchase shares…. In January, Pinterest said it would cut up to about 15% of its workforce, or roughly 700 jobs. It said it aimed to reallocate resources toward higher-growth areas such as artificial intelligence. The company is investing in AI teams and products, seeking to boost revenue by helping users find and purchase products in the images they pin. Last month, the company projected slowing revenue growth in the first quarter. It is currently suffering from larger retailers pulling back on advertising spending to protect their margins while they cope with tariffs. Pinterest makes money through advertising on its platform and has been hurt by a recent decline in spending among larger companies.” WALL STREET JOURNAL
Lululemon Founder Escalates Fight for Board Seats
Chip Wilson presses shareholders to replace three directors as tensions with the board intensify
“Lululemon Athletica’s proxy fight is heating up, as founder Chip Wilson ramps up the pressure for change at the company’s board of directors. On Friday, Wilson issued his first shareholder letter of the campaign, detailing his conversations with the company’s board since December, when he launched the effort to replace three of the nine board members. In Friday’s letter, he says that while he has pursued ‘private, constructive dialogues’ with the board, his ‘attempts toward a sensible solution have not been reciprocated’ and calls for more of the activewear retailer’s directors to be replaced…. In a statement Friday, Lululemon said the company had continued to engage with Wilson in ‘good faith’ over the past few months and disagreed with Wilson’s characterization of his interactions with the board. The board has ‘repeatedly requested’ the chance to interview Wilson’s nominees, Lululemon said…. Wilson, who stepped down from the board over a decade ago, owns about 9% of Lululemon shares.” BARRONS
J.M. Smucker Adds 2 Directors in Deal with Elliott Management
Food companies have been a hotbed of activity for activist investors looking to shake up a sector struggling with a contraction in consumer spending and a push toward healthier offerings
"J.M. Smucker is appointing two independent directors to its board as part of an agreement with activist investor Elliott Investment Management. The Uncrustables and Folgers coffee maker said Woo-Sung (Bruce) Chung, the CFO at NRG Energy, and former Snyder’s-Lance CEO David Singer will join the board on April 15. Elliott said the deal comes following ‘constructive engagement’ with Smucker. Marc Steinberg, a partner at Elliott, added that the new board members ‘represent critical steps toward ensuring The J.M. Smucker Company reaches its full potential.’” FOOD DIVE
Reframing Board Diversity Disclosure for 2026
Companies are reassessing how they describe board composition as legal rulings and political pressure reshape disclosure expectations
“Board diversity disclosure is undergoing a meaningful recalibration. After years of increasing pressure by shareholders and other stakeholders to increase the number of women and underrepresented minorities on boards and provide robust disclosure of board demographic information, the framework is now shifting. Following the U.S. Court of Appeals Fifth Circuit’s December 2024 decision to strike down the rule requiring Nasdaq-listed companies to include board diversity disclosure in their proxy statements, the Trump Administration’s targeting of DEI programs, and the related pullback from the major proxy advisory firms and institutional investors in their stewardship principles and voting guidelines, companies are now re-assessing how they define and describe the diversity of directors serving on their boards in their proxy statements.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
How Private Companies Are Competing for Board Talent
Private companies are refining director compensation to match growing governance demands
“Private company boards continue to face a rapidly evolving governance environment marked by expanding director responsibilities, increasingly complex risk oversight and heightened expectations for alignment between compensation and organizational performance outcomes. While public company director compensation data remains the most widely available and frequently used reference point, private company director pay practices have evolved meaningfully due to increased director workloads, new governance expectations and growing adoption of equity-like compensation mechanisms. Additionally, private companies increasingly seek the same director talent as public companies; a competitive value proposition for private company directors is therefore crucial.” CORPORATE BOARD MEMBER
What to Do When Your Board Is Meddling in Operational Work
Economic uncertainty, disruptive competition, and AI pressure are pushing boards closer to day-to-day operations
“Boards are acting more like operators than ever before. In a volatile environment shaped by economic uncertainty, disruptive competition, and rising expectations around AI, many directors feel a heightened responsibility to keep their companies on track. That pressure is reshaping how boards engage. The share of directors with CEO and operating experience is growing and the line between governance and management is getting blurrier as private equity-style monitoring and intervention are more widely adopted.” HARVARD BUSINESS REVIEW
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