Glass Lewis Unanimously Supports ValueAct Proposals: Recommends Shareholders Vote AGAINST Five Seven & i Nominees and FOR All Four of ValueAct's Nominees

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May 15, 2023, 20:49 ET

Glass Lewis joins ISS in recognizing need for change at Seven & i, calling current Board "entrenched" and "in need of fresh perspective"

Glass Lewis shares ValueAct's concerns that the "incumbent board does not appear to be acting in a manner consistent with the best interests of shareholders" and that the incumbent Board's "defense of the status quo is simply not credible"

ValueAct urges all shareholders to vote FOR all four of its highly qualified and independent outside Director Nominees

In order for ValueAct's nominees to be elected, shareholders must vote AGAINST the five Seven & i nominees, including the President, as recommended by Glass Lewis and ISS

SAN FRANCISCO, May 15, 2023 /PRNewswire/ -- ValueAct Capital ("ValueAct"), a global investment firm that has been a major shareholder of Seven & i Holdings ("Seven & i" or "the Company") since 2020, today announced that Glass Lewis & Co. ("Glass Lewis"), a leading proxy and corporate governance advisory firm, has recommended that Seven & i shareholders vote AGAINST five of Seven & i's Director Nominees and FOR all four of ValueAct's highly qualified Director Nominees to elect them to Seven & i's Board of Directors at the upcoming 2023 Annual Meeting of Stockholders ("2023 Annual Meeting").

Glass Lewis's report follows a report from Institutional Shareholder Services ("ISS"), which also recognized the need for significant board changes at Seven & i. On May 9, 2023, ISS issued a report with unanimous support for ValueAct's proposals and recommendation that shareholders vote AGAINST five of Seven & i's nominees and FOR all four of ValueAct's Nominees.

ValueAct issued the following statement today:

"We are pleased that Glass Lewis has joined ISS in recognizing the strength of ValueAct's highly qualified nominees, who will bring about much needed change on the Seven & i Board. A vote FOR ValueAct's nominees will allow the Board to execute a pro-governance, pro-stakeholder mandate, including a careful and deliberate President Succession process, an objective and thorough Strategic Review, and the appointment of an independent Board Chair. We urge all shareholders to follow Glass Lewis and ISS's recommendations by voting AGAINST five of Seven & i's Director Nominees and FOR all four of ValueAct's Director Nominees."

In its recommendation, Glass Lewis:

Notes that President Isaka has not maximized the potential of the 7-Eleven business, failed to turn around the non-core businesses, and oversaw poor TSR performance at Seven & i over his seven-year tenure. They conclude that President Isaka and other long-tenured directors should be held accountable for their track record of poor performance.
Expresses concern that, even though for many years investors have criticized Seven & i's conglomerate strategy, the incumbent Board has been unwilling to seriously consider strategic alternatives (like a spin-off of 7-Eleven) despite the potential to create shareholder value by doing so.
Questions the incumbent Board's claim that the conglomerate structure and related food synergies contribute to the success of 7-Eleven, and concludes that change is needed in part because the Board and newly formed Strategy Committee appear generally supportive of maintaining the status quo at Seven & i.
Supports ValueAct's nominees and believes that the new Board's mandate of a President Succession, Strategic Review, and independent Board Chair are a reasonable go-forward path for Seven & i.

Glass Lewis also noted:

"We recognize ValueAct's position that the incumbent board has failed to hold the current president accountable for the Company's poor TSR performance over his seven-year tenure and we share the investor's concern that not enough is being done to maximize the potential of the 7-Eleven business."
"The incumbent board's defense of the status quo is simply not credible and we believe ValueAct's proposals represent a low risk opportunity for shareholders to express support for leadership, strategic and structural reforms with the clear potential to generate additional shareholder value."

As Seven & i's Board is limited to 15 members, shareholders are urged to vote AGAINST five of Seven & i's Director Nominees (items 2.1 to 2.5) and FOR all four of ValueAct's highly qualified Director Nominees (items 5.1 to 5.4) to elect them to the Board of Seven & i.

The addition of ValueAct's nominees and the removal of the President and his supporters will allow the entire Board to finally improve the Company's governance, and execute a pro-stakeholder mandate that includes the appointment of an independent Board Chair, an objective and thorough Strategic Review, and a careful and deliberate President Succession process.

For more information on ValueAct's proposals, please visit https://valueact.com/presentations and/or e-mail [email protected].

About ValueAct Capital

ValueAct Capital, established in 2000, is a global investment firm managing capital on behalf of some of the world's largest institutional investors. The Firm's goal is to transform companies and help them become 21st Century Global Champions. VAC seeks to identify and invest in high-quality businesses that are temporarily under-valued, taking a patient, collaborative and constructive approach to value building for all stakeholders with long-term investments. The firm generally holds 10-18 investments at any given time, and ValueAct Capital's internal team has built a track record serving on over 55 public company board seats. For more information, please see https://valueact.com.

CONTACT: [email protected]

Permission to quote from the Glass Lewis report was neither sought nor obtained.

SOURCE ValueAct Capital