ValueAct Capital Publishes Presentation on Seven & i Holdings

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May 01, 2023, 23:00 ET

Details case for change at Seven & i after seven years of weak execution, governance failures, and bad faith interactions under President Isaka

President Isaka has a track record of impeding objective governance processes, despite long-standing shareholder concern with the status quo strategy and leadership

Urges shareholders to vote FOR a strengthened Board that will conduct a careful and deliberate Presidential Succession and execute an objective and thorough review of strategy

Full presentation available at https://valueact.com/presentations/

SAN FRANCISCO, May 1, 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 published a presentation (see link) detailing the case for change at Seven & i.

Only once in ValueAct's history, 17 years ago, have they found it necessary to bring a proposal to fellow shareholders. ValueAct is making shareholder proposals for the 18th Shareholders' Meeting of Seven & i Holdings because President Isaka has proven over his seven-year tenure that he is entrenched and has caused serious stakeholder harm.

The presentation released today details the case for change:

The President has ignored long-standing shareholder concerns with the status quo conglomerate strategy. Shareholders have expressed concern with the status quo strategy ever since the Holding Company was formed in 2005, including in 2022 when shareholders spoke, and six new Outside Directors joined the Board. The President's recent "Group Strategy Re-Evaluation," which was expected to address shareholder concern, instead followed a biased and opaque process, re-affirmed the same strategy Seven & i has been pursuing for 18 years, and disappointed the market.
The President has established a seven-year track record of stakeholder harm. The data paints a clear picture of a corporate culture where stakeholders are an afterthought. Independent surveys of Seven & i's stakeholders show: the majority of employees are not engaged, the majority of shareholders do not support the current strategy, and the majority of 7-Eleven franchisees have health and safety concerns. ValueAct has shared such objective data with the President and his subordinates, and their reaction has been to ignore, dismiss, and fail to act.
The President has established a seven-year track record of weak execution and underperformance. When President Isaka's tenure began in 2016, he promised to turn around Ito-Yokado and Sogo & Seibu and set ten numerical targets. Seven years later, Ito-Yokado is still earning unacceptably low returns on capital and the President's answer is more restructuring within the group after 18 years of trying. Seven years later, President Isaka has failed to turn around Sogo & Seibu and instead pursued a sale. Seven years later, President Isaka has failed to meet nine out of his ten numerical targets. And over President Isaka's seven-year tenure, Seven & i has underperformed its retail peers on total shareholder return.
The President has acted in bad faith to maintain his status quo strategy. For over two and a half years ValueAct has attempted to engage constructively with Seven & i, but the President and his subordinates have acted in bad faith, as ValueAct outlined in their April 20 letter. The President also failed to disclose a reported takeover approach in 2020, and shareholders were denied the chance to consider selling their shares at a premium.

ValueAct invested in Seven & i Holdings with the strong belief that with greater focus, 7-Eleven could become the best convenience store operator in the world. ValueAct has submitted shareholder proposals because they have concluded that change is needed for 7-Eleven to reach its full potential.

ValueAct urges shareholders to vote FOR its nominees, four new Outside Directors to strengthen the existing Board with their global experiences, strategic skills, and the voice of a long-term shareholder. The addition of ValueAct's nominees and the removal of the entrenched President and his supporters will allow the whole 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 Chair.

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. To view the full presentation please visit https://valueact.com/presentations/.

CONTACT: [email protected]

SOURCE ValueAct Capital