Proxy Fight Progress: Ancora Drops Their Contest. TRC, NHI, PSX Meetings Set

As we enter the heart of proxy season, several high-profile activist campaigns are coming to a head, with shareholders facing pivotal decisions about the future direction of the companies they own. From U.S. Steel’s contentious battle with Ancora to Elliott’s high-stakes showdown with Phillips 66, this year’s campaigns showcase a familiar activist playbook: push for accountability, demand operational excellence, and confront entrenched leadership. While each situation is unique, the underlying message from activists is consistent—boards and management teams must do more to unlock value and act in the best interests of shareholders.

At Boardroom Alpha, we’re closely tracking these developments and providing governance-focused insights that cut through the noise. In this update, we break down the latest moves in ongoing campaigns involving Ancora, Bulldog Investors, Land & Buildings, and Elliott Management. From suspended campaigns to new director nominations and strategic demands, we highlight where things stand and what investors need to watch as these stories continue to unfold.

UNITED STATES STEEL CORP (X)

Activist: Ancora
Status: ** Ancora has suspended their activist campaign **
Shareholder Meeting Date: May 3
Proxy Filing: View U.S. Steel’s proxy
TSR 1-Year: 9.0%
TSR 3-Year: 24.9%

What is the latest in the U.S. Steel vs Ancora proxy fight?

Ancora Holdings has announced the suspension of its activist campaign at U.S. Steel, withdrawing its director nominations for the company’s 2025 Annual Meeting. The decision comes amid new momentum surrounding the proposed $55 per share sale of U.S. Steel to Nippon Steel, following President Trump’s initiation of a new CFIUS (Committee on Foreign Investment in the U.S.) review. Ancora believes, U.S. Steel and Nippon Steel must have made progress in their dialogue with the federal government, potentially including increased capital commitments and actions to address national security concerns, and that a deal will ultimately receive approval.

Ancora continues to believe U.S. Steel should delay the Annual Meeting, currently scheduled for May 6, 2025—just weeks before the expected conclusion of the CFIUS review. Ancora believes delaying the meeting will allow all shareholders to make fully informed decisions and that U.S. Steel’s refusal to delay is a continuation of entrenchment tactics by the U.S. Steel board.

Despite stepping back from the campaign, Ancora reiterated its belief that the transaction, if completed, would deliver strong returns for shareholders. However, Ancora remains sharply critical of U.S. Steel CEO David Burritt (with a C+ Boardroom Alpha rating and having been paid over $105M over his ~8 year tenure) citing continuing concerns over leadership and governance.

Who is Ancora?

Ancora has established itself as a powerful force in activism investing, leveraging its deep industry knowledge and strategic insight to drive real, lasting change. Focused on unlocking value and improving corporate governance, Ancora proactively engages with companies to push for enhanced shareholder returns, better operational efficiency, and stronger alignment between management and shareholders. Their activist approach is underpinned by a commitment to long-term value creation, often partnering with institutional investors and pension funds to push for meaningful transformation. Ancora’s success in this space is a testament to their rigorous analysis, patient capital, and hands-on involvement in driving change—ensuring that their activism is not just about influence, but about creating sustainable outcomes for all stakeholders. Recent successful situations include LKQ Corp and Norfolk Southern.

Why was Ancora pushing for change?

• U.S. Steel pursued a sale to Nippon Steel, a foreign buyer, at just $1 per share more than the top domestic bidder.
• The deal was blocked by a Presidential Executive Order, but the company continues costly litigation.
• CEO David Burritt and the Board allegedly prioritized the sale for personal financial gain (~$100M in potential payouts).
• Concerns over financial mismanagement, missed earnings, and underperformance relative to peers.
• Operational inefficiencies, especially around Big River, leading to increased costs and declining EBITDA.
• Ancora’s proxy fight website: www.MakeUSSteelGreatAgain.com

What changes was Ancora proposing?

• Nominating a majority slate of nine independent directors.
• Installing steel industry veteran Alan Kestenbaum as the new CEO.
• Abandoning the Nippon sale and collecting the $565 million breakup fee.
• Implementing a public market turnaround strategy focused on governance, cost efficiency, labor relations, and operational improvements.
• Aligning strategy with policies favoring domestic manufacturing and protectionist tariffs.
• Read Ancora’s Contested Proxy Filing

TEJON RANCH CO (TRC)

Activist: Bulldog Investors & Special Opportunities Fund
Shareholder Meeting Date: May 3
Proxy Filing: View Tejon Ranch (TRC) proxy
TSR 1-Year: 1.4%
TSR 3-Year: -15.5%

What is the latest in the Tejon Ranch Company (TRC) vs Bulldog Investors proxy fight?

Bulldog released its contested proxy filing which reiterates its case against the Tejon Ranch board. Bulldog makes its case plain by stating that a $10,000 investment 40 years ago in Tejon Ranch would be worth the same $10,000 today (versus $450,000 if it had been in the S&P 500).

Boardroom Alpha’s analysis shows that both of the longest serving directors — Michael Winer at 24+ years and chairman Norman Metcalf at 27+ years — both have delivered negative total shareholder return over their tenures and are rated as D’s. In 2024, shareholders voiced their displeasure with Winer and Metcalf receiving only 66% and 71% support respectively at the shareholder meeting. We also find it hard to support Metcalf’s designation as “independent” given such a long tenure.

NATIONAL HEALTH INVESTORS INC (NHI)

Activist: Land & Buildings
Shareholder Meeting Date: May 4
Proxy Filing: View National Health Investors proxy
TSR 1-Year: 15.4%
TSR 3-Year: 43.5%

Who is Land & Buildings?

Land & Buildings is one of the more persistent and focused activist investors in the real estate space. Led by Jonathan Litt, a former top-ranked real estate analyst from Citigroup, the firm has built a reputation for zeroing in on public real estate companies that it believes are materially undervalued. Litt isn’t afraid to speak plainly, and neither are we—he’s aggressive, he does the homework, and he’s often right when it comes to identifying misaligned management and underutilized assets.

The firm operates with a concentrated, research-first approach and isn’t shy about pushing for change. Whether it’s refreshing the board, calling out flawed capital allocation, or advocating for asset sales or even full takeovers, Land & Buildings shows up with a clear agenda: unlock value for shareholders. That focus has led them to take positions in companies like Equity Commonwealth, AIMCO, BRE Properties, Taubman Centers, and Mack-Cali, among others.

Why is Land & Buildings waging their proxy contest with National Health Investors?

• Share Value Potential: Believe NHI’s shares have 50% upside due to undervaluation and earnings growth potential.
• Governance Issues: NHI’s Board is dominated by long-tenured directors with ties to NHC, creating conflicts in lease negotiations.
• Lease Negotiation Potential: Believes NHI is undercharging NHC by 75%, and fair market pricing could boost earnings by 13%.
• Declassification of the Board: Proposing that all directors be elected annually starting in 2026, instead of NHI’s slow de-staggering approach.
• Investment Opportunity: Suggests NHI could acquire $1B in senior housing assets, increasing earnings by 10%.

Who is Land & Buildings nominating to the NHI board?

Land & Buildings is nominating two directors to the board:

• James “Jim” Hoffmann: REIT expert with 40 years of experience, former SVP at Wellington Management, and board experience on multiple public companies.
• A. Adam Troso: Former investment banker with 25+ years in real estate finance, CEO of Next Century Self Storage, and experienced in complex transactions.

Land & Buildings is also specifically targeting two existing board members for removal:

• Robert Adams: Former NHC CEO, current NHC Chairman, has deep ties to NHC, and owns more NHC stock than NHI stock.
• Jimmy Jobe: 12-year NHI director, past ties to NHC, and lack of disclosed financial relationships raises concerns.

PHILLIPS 66 (PSX)

Activist: Elliott Investment Management
Shareholder Meeting Date: May 4
Proxy Filing: View Phillips 66 (PSX) proxy
TSR 1-Year: -43.5%
TSR 3-Year: 22.1%

Who is Elliott Investment Management?

Few activist investors have had a more defining presence than Elliott Management. Founded by Paul Singer, Elliott is one of the most sophisticated and aggressive activist investors in the market today. Their approach is methodical, data-driven, and relentless in pushing for what they believe will unlock value for shareholders.

Elliott doesn’t just take positions—they take positions with purpose. Whether it’s pushing for board refreshment, operational overhauls, or the sale of a company, they come to the table with a clear thesis and a detailed plan. They often seek board representation and aren’t shy about going public with their views when they feel management is underperforming or ignoring shareholder interests. And more often than not, they back up those views with deep research and financial rigor.

What sets Elliott apart—and why we at Boardroom Alpha follow them so closely—is their track record. They’ve driven change across industries, from technology and energy to healthcare and financials. In many cases, they’ve catalyzed value creation that otherwise might never have happened. They understand governance, capital allocation, and market dynamics at a level that makes them a serious force at any company they target.

Why is Elliott Investment Management waging their proxy contest with Phillips 66 (PSX)?

Elliott Investment Management, which currently holds a $2.5 billion stake in Phillips 66, has expressed deep frustration with the company’s performance, arguing that it has failed to follow through on the operational and strategic improvements it pledged in 2023. Despite those promises, meaningful progress has not materialized. Adding to investor concerns, Phillips 66’s total shareholder return has significantly underperformed compared to its peers. Since the start of 2023, the company has lagged behind Valero by 138% and Marathon Petroleum by 188%, underscoring what Elliott views as a troubling gap in execution and value creation.

Elliott identifies three primary issues:

• • Conglomerate Structure: The company’s diverse businesses lack focus and reduce overall value.
  • Poor Operating Performance: Refining profitability trails competitors, with a widening EBITDA gap.
  • Damaged Credibility: Leadership has made unfulfilled promises, eroding investor confidence.

What does Elliott Management want to change at Phillips 66?

Elliott’s “Streamline66” plan is built on three pillars (with more details here: Streamline66.com):

• 1. Portfolio Simplification: Sell or spin off the midstream business, CPChem, and JET retail operations in Europe.
  2. Operating Review: Commit to industry-leading refining efficiency and cost management.
  3. Enhanced Oversight: Bring in new independent directors to improve accountability and leadership. Including declassification of the board.

Who is Elliott Management nominating to the board of Phillips 66?

** As of April 8, investors can listen to Elliott’s new “Streamline 66” Podcast (available at Streamline66.com) with one-on-one interviews with its director nominees

1. Brian Coffman – former CEO of Motiva Enterprises and former SVP of Refining at Andeavor
2. Sigmund Cornelius – former SVP and CFO of ConocoPhillips
3. Michael Heim – one of the founders and former President and COO of Targa Resources
4. Stacy Nieuwoudt – former Energy and Industrials Analyst at Citadel