* One director opposed nominations of Elliott, Farallon
* Toshiba to disclose the matter in booklet for June 28 AGM
TOKYO, June 3 (Reuters) - Toshiba Corp plans to
notify shareholders that two board director nominees from
activist hedge funds were not approved unanimously by its
nomination committee, people familiar with the matter said on
While divided votes on director nominations are not
particularly rare, taking the step to formally disclose the
matter is unusual, highlighting how contentious the issue has
been for Toshiba's board.
The embattled conglomerate plans to include a note on the
divided vote in a booklet for its June 28 annual shareholders'
meeting, the two sources said, declining to be identified
because the matter is private.
Jerry Black, an external director on the five-member
nomination committee, confirmed to reporters that director
Mariko Watahiki had objected to the nominations of Nabeel
Bhanji, a senior portfolio manager at Elliott Management, and
Eijiro Imai, managing director at Farallon Capital Management.
Black also said that Watahiki, a former high court judge,
wanted to be on the record in opposing the two candidates. He
declined to comment why she opposed the nominations.
One of the sources said that Watahiki had argued that the
nominees' backgrounds could distort the balance on the board.
Watahiki was not available for comment.
Caught up in accounting and governance crises since 2015,
Toshiba has long been at loggerheads with its activist
shareholder base. Some of those shareholders, including
Farallon, have called for the conglomerate to be taken private -
arguing it is the best route to maximising shareholder value and
resolving its governance issues.
The board director nominations are among signs that Toshiba,
which has been exploring its strategic options after
shareholders voted down a restructuring plan, has become more
receptive to the idea of a take-private deal.
Toshiba said on Thursday it had received eight initial
proposals to take it private as well as two proposals for
capital alliances that would see it remain listed.
Bringing activist shareholders onto a board is relatively
rare in Japan, though there have been a few cases including
Olympus Corp's 2019 decision to invite a ValueAct
Capital partner onto its board.
In addition to the nominations of Bhanji and Imai, Toshiba
has also nominated Akihiro Watanabe, an executive from boutique
U.S. investment bank Houlihan Lokey, as chairman of its board.
Toshiba's board has eight members but the company plans to
increase that to 13.
(Reporting by Makiko Yamazaki; Editing by Edwina Gibbs, Robert