YAKULT HONSHA CO.,LTD. [2267.T]

TOKYO, May 12 (Pulse News Wire) – Yakult Honsha CO.,LTD. (2267.T) rejected a shareholder proposal submitted by DALTON KIZUNA (MASTER) FUND LP for its upcoming annual general meeting scheduled for June 24, 2026.

The board unanimously opposed all three proposals, which included appointing two directors, approving restricted stock compensation, and changing the record date for the shareholders' meeting. The company cited concerns over potential conflicts of interest and the alignment of interests among shareholders. It argued that the proposed changes could undermine long-term value creation due to their focus on short-term incentives. Additionally, Yakult Honsha emphasized its existing governance structure, which includes independent outside directors and a balanced incentive system designed to align executive compensation with long-term performance metrics such as ROE and relative TSR.

In response to the compensation-related proposal, Yakult Honsha highlighted its recent revisions to the remuneration policy aimed at enhancing alignment between executive rewards and sustained corporate value. The revised equity-based compensation plan increases the proportion of equity-linked incentives from 15% to 25%, reflecting a commitment to fostering longer-term perspectives among executives. The company also noted that the proposed changes to the record date for the shareholders' meeting could complicate practical operations and potentially lead to inconsistencies between dividend recipients and voting rights holders. As a result, Yakult Honsha believes maintaining the current schedule is more appropriate until further regulatory clarifications are made.

Original Disclosure (PDF)

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