Across the Board
Starbucks Investors Aim to Unseat Directors, Alleging Failed Labor Relations Oversight
Starbucks’ turnaround plan is welcomed but shareholders say persistent labor relations issues are not being addressed
“A group of Starbucks investors is escalating their pressure campaign over the coffee giant's ongoing labor turmoil — and this time, they're targeting the board. Ahead of the company's March 25 annual meeting, a coalition of long-term shareholders is urging investors to vote against the reelection of Jørgen Vig Knudstorp, the lead independent director, and Beth Ford, the chair of the nominating and corporate governance committee. The group cites what they call ‘sustained oversight failures of labor relations’…. The investors organizing against the board members include New York City Comptroller Mark Levine, Trillium ESG Global Equity Mutual Fund, Merseyside Pension Fund, and the Shareholder Association for Research and Education. They argue that Starbucks' board has retreated from its prior commitments to strengthen labor relations as tensions have flared again.” BUSINESS INSIDER
Hyatt Heir and Chairman Steps Aside Due to Epstein Ties
The released files show that Tom Pritzke had regular contact with Jeffrey Epstein
“Thomas J. Pritzker, a billionaire heir to the Hyatt Hotels fortune, stepped down from his role Monday as executive chairman of the Hyatt Hotels Corporation, becoming the latest person felled by an association with the disgraced financier Jeffrey Epstein. Mr. Pritzker, 75, said in a letter to the Hyatt board that he was retiring, effective immediately…. Recently released files revealed that Mr. Pritzker was in regular contact with Mr. Epstein in the years following Mr. Epstein’s 2008 plea deal on sex crimes charges, with the two frequently corresponding to confirm meals and appointments, including at Mr. Epstein’s Manhattan townhouse…. In addition to retiring as chairman, Mr. Pritzker said he would not seek re-election to Hyatt’s board at the annual stockholders meeting in May. The board appointed Hyatt’s president, Mark S. Hoplamazian, to the chairman’s role.” NEW YORK TIMES
Pressure Intensifies for LA Olympics Chair to Resign Over Ties to Epstein and Maxwell
The Epstein files show Casey Wasserman exchanged flirtatious emails with Ghislaine Maxwell
“Calls are intensifying for Casey Wasserman to step down as chairman of the Los Angeles Olympics organizing committee over his ties to Jeffrey Epstein and Ghislaine Maxwell. Wasserman faces mounting pressure following the Department of Justice's release of files related to Epstein. The documents show Wasserman exchanged flirtatious emails in 2003 with Maxwell, who is serving a 20-year prison sentence for her role in helping Epstein sexually abuse his victims. In a CNN interview, L.A. Mayor Karen Bass said that while she can't fire Wasserman from the committee, her ‘opinion is that he should step down.’ In West Hollywood Tuesday, a rally was held where attendees called on Wasserman to resign.” YAHOO NEWS
Goldman Sachs Board Questioned Optics of Retaining GC Given Epstein Relationship
Despite the backing of CEO David Solomon, Kathryn Ruemmler had to resign
"Goldman Sachs Chief Executive David Solomon for months staunchly defended his general counsel, Kathryn Ruemmler, in the midst of a storm over her ties to Jeffrey Epstein. Solomon said he had complete confidence in Ruemmler, a key adviser of his and former White House counsel for President Barack Obama, despite revelations about her past connections to the infamous sex offender. Her future at the firm seemed secure. Then the winds changed. A new trove of documents showed Ruemmler and Epstein discussing his legal and media strategies over email, which people familiar with the matter said raised concerns among some Goldman boardmembers. Separately, Brad Karp, chairman of law firm Paul Weiss, stepped down from his position Feb. 4, urged by his partners who said he couldn’t continue after other emails suggested he had been closer to Epstein than previously known. Some Goldman board members viewed Karp’s situation as somewhat parallel to what the bank was facing with Ruemmler and wondered about the optics of her remaining at the firm, the people familiar with the matter said. Some of Goldman’s clients were asking questions, too.” WALL STREET JOURNAL
Activist Elliott Builds Big Stake in Norwegian Cruise Line
Double-digit stake sets the stage for potential proxy battle over performance and guest experience
“Activist Elliott Investment Management has built a more than 10% stake in Norwegian Cruise Line and plans to push for changes to turn the struggling cruise-ship operator around, according to people familiar with the matter. Elliott, now one of Norwegian’s top investors, is planning to engage with the company to try to help fix its underperformance, the people said. Norwegian is the fourth-largest cruise operator in the world by number of passengers, with a market value of roughly $10 billion. Its brands include the more premium Oceania Cruises and the luxury Regent Seven Seas Cruises…. Elliott has been privately working with Adam Goldstein, the former president and chief operating officer of Royal Caribbean, as one potential board nominee at Norwegian.” WALL STREET JOURNAL
Starboard Moves to Recast Tripadvisor’s Board
After building a stake last year, the activist now seeks sweeping board change
“The activist investment firm run by Jeff Smith intends to nominate a majority slate on Tripadvisor’s eight-person board, according to a letter the firm released Tuesday morning…. Tripadvisor’s shares tumbled last week after its fourth-quarter results missed Wall Street’s expectations. The company’s stock had already been pressured by investor fears that advances in artificial intelligence would hit software businesses especially hard.” MSN
Fiserv Draws Activist Interest Amid Strategic Reset
Jana builds stake and supports management’s execution and board refresh plans
“Activist investor Jana Partners has built a stake in [fintech company] Fiserv and is pushing for changes to boost the payments company’s underperforming stock…. Fiserv shares tumbled almost 70% last year on slowing growth in its core merchant-solutions business and heightened industry competition…. Much of the drop last year came after Chief Executive Officer Mike Lyons joined and cut prior profit forecasts to reset earnings growth expectations on Wall Street, with the company losing around $30 billion of market value in one day. Jana has been speaking privately with the Milwaukee-based company about ways to improve its share price, the people said. The investment firm believes Fiserv is poised to benefit from a strong spending environment for banks, the people said. Jana supports Lyons and his focus on improving execution and refreshing the board.” WALL STREET JOURNAL
Warner Bros. Reopens Talks with Paramount After Netflix Waiver
Board revisits rival bid while continuing to recommend its existing merger agreement
“Warner Bros. Discovery is briefly reopening takeover talks with Skydance-owned Paramount to hear the company's ‘best and final’ offer, while the Hollywood giant continues to back the studio and streaming deal it struck with Netflix. In a Tuesday regulatory filing, Warner said it had received a waiver from Netflix to reopen talks with Paramount for the next seven days, or until Monday. Warner said this will allow the companies to discuss unresolved ‘deficiencies’ and ‘clarify certain terms’ of Paramount's latest bid. But in the meantime, Warner's board is still recommending shareholders support of its proposed merger with Netflix. A special meeting is now scheduled for Friday, March 20 to hold a vote on that deal…. Meanwhile, Paramount called Tuesday's actions from Warner's board ‘unusual’ and said the company could have determined whether Paramount's offer was superior without a timed deadline. Still, Paramount said it was ‘nonetheless prepared to engage in good faith and constructive discussions.’” PBS
Preparing for the 2026 Annual Reporting and Proxy Season
Risk factors, oversight practices, and incentive design must reflect recent policy recalibrations
“The prevalence of public company human capital practices and disclosures ebbs and flows. Over the last two years, DEI-related metrics in incentive plans and references in annual reports and proxy statements receded amid legal headwinds, shifting policies and recalibrated investor voting guidelines. As the next reporting season approaches, companies should ensure that disclosures reflect any updates to DEI policies and align with current practices, reconcile policies with evolving regulatory and legal guidance, and calibrate to increasingly divergent stakeholder expectations. Nasdaq-listed issuers should consider removing the prescriptive board-diversity table, which is no longer required after the Fifth Circuit’s December 2024 ruling.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Opinion: When Boards Become the Bench
Rising leadership churn prompts companies to consider directors for the top role
“Appointing board directors as CEOs was once a ‘break glass in case of emergency’ strategy reserved for scandal, illness, or sudden resignation. While it remains a minority path compared with traditional internal promotions, it is no longer an anomaly…. New data from Spencer Stuart highlights the shift. Of the 168 new S&P 1500 chief executives appointed in 2025, the highest annual total since 2010, 19 were drawn from their own company boards, the most since 2020…. The increase comes amid elevated churn. CEO departures in the S&P 500 reached roughly 13% in 2025, according to governance trackers, leaving boards to manage performance pressure and succession gaps simultaneously. Internal candidates, such as chief operating officers and division heads, still account for the majority of appointments. But in moments of strategic reset, boards sometimes look beyond executives associated with the existing plan.” FORTUNE
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