Rejecting Dalton’s proposals — and losing part of the stable shareholder base (2024)

Keeping the articles, and persuading the shareholders

One reading of this episode is that the company withstood an activist offensive. All four proposals were defeated, and the board’s stated reasons hold up on the balance between investment for growth and returns to shareholders. Look at the breakdown of the votes, however, and what was contested appears to have been less the numbers on capital efficiency than the procedure — who decides a matter, dividends, that bears directly on shareholders. That the banks and asset managers who voted in favour were questioning the design that leaves the decision with the board, rather than distrusting Glico’s management as such, is suggested by the company itself proposing an amendment to the same effect the following year.

For a company long led by its founding family, a stable shareholder base was also an asset that underwrote freedom of judgement. Once those stable shareholders begin to split their votes item by item, management is forced to build its explanation afresh each time. Glico amended its articles in 2025 and is facing the proposing shareholder again at the 2026 meeting. How a company that has carried a founding principle of serving society through nutrition will square that with the logic of capital — the figure of 42.9% marks the point at which the question arrived from outside.