Scandal Apology by Fuji Media Head at Shareholders Gathering
In a significant shareholder dispute, Fuji Media Holdings (FMH) and Dalton Investments are locked in a battle over board nominations for FMH's 2025 shareholder meeting. The contest, part of the company's 84th regular shareholders' meeting, has seen both parties seeking support from major shareholders, institutional investors, and individual shareholders.
Yoshitaka Kitao, Chairman and President of SBI Holdings Inc., is among the candidates proposed by Dalton Investments, aiming to bring in fresh perspectives and improve corporate governance. On the other hand, Fuji Media Holdings' board has nominated its own management candidates, including Kenji Shimizu, Executive Vice President and President of Fuji Television Network Inc., who has expressed determination to reform corporate culture and governance.
The disagreement between the two parties reflects a significant shareholder engagement conflict. While FMH’s board supports its current nominees, Dalton, supported by some proxy advisers, is pushing for a large independent board overhaul.
Proxy advisory firm ISS has recommended approving FMH's management nominees and rejecting all 12 candidates proposed by Dalton Investments. Conversely, Glass Lewis has recommended voting in favor of five shareholder-proposed candidates by Dalton and against two company-proposed candidates.
The proposed slate by Dalton Investments includes 12 new directors, aiming to enhance the board's focus and governance. However, Fuji Media Holdings formally opposed all 12 candidates proposed by Dalton Investments in its shareholder meeting notice dated May 30, 2025.
One of the proposed candidates, Takashi Sawada, former president of convenience store chain FamilyMart Co., is among those put forward by Dalton Investments. Interestingly, only one of the proposed candidates, Kenji Shimizu, is currently on the board.
This dispute comes amidst the backdrop of the sexual assault scandal involving former television star Masahiro Nakai, for which Fuji Media Holdings' President Osamu Kanemitsu has apologized.
As the shareholder meeting approaches, both parties are appealing to shareholders through the media, with the Dalton CIO publicly discussing their efforts seeking governance improvements via Nikkei Asia. The outcome of this contest could shape the future direction of Fuji Media Holdings.
- The shareholder dispute between Fuji Media Holdings (FMH) and Dalton Investments extends beyond board nominations for the 2025 shareholder meeting, with both parties engaging in politics and policy-and-legislation discussions, aiming to improve governance and culture within the company.
- The proposed 12 new directors by Dalton Investments, including Takashi Sawada and Yoshitaka Kitao, aim to bring fresh perspectives and reform the general-news sector, with the former being from a convenience store chain and the latter being a chairman of a financial holding company.
- This high-stakes shareholder battle over the FMH board nominations has become a significant point of focus in the business world, as the outcome could potentially impact sport, culture, and other industries in which the media company operates, emphasizing the far-reaching implications of the conflict.
