Directors Elected Via Universal Proxy

Last week we saw only the second voting outcome in a proxy contest under the new universal proxy card (UPC) rule. The activist investor prevailed decisively, in an interesting and unusual election. UPC may have helped encourage the activist to pursue it, but likely did not affect the outcome.

An individual investor, Daniel Mangless, owns 2.3% of Zevra Therapeutics (ZVRA), since 2019. Other than a few Form 13Gs for ZVRA and one other holding, the preliminary proxy statement for ZVRA was his first-ever SEC filing and, it appears, activist project.

He rather quietly nominated three candidates for three available seats on the seven-person classified BoD. ZVRA nominated the three incumbents, including the CEO and a director first appointed in November 2022.

He also proposed reversing any bylaw amendments from 2023, which the ZVRA BoD could have approved but not disclosed to shareholders.

At the ASM last week, all three challengers won by a significant margin over the three incumbents. The bylaw amendment reversal also prevailed by a similar margin.

Activist Wins Another Vote Under Universal Proxy

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