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Samsung Electronics Opens Shareholder Register as Retail Investors Protest $434,000 Bonuses

Source
Korea Economic Daily

Summary

  • Samsung Electronics quickly approved retail investors' request for inspection and copying of the shareholder register, and a shareholder group said it plans to rally stakes and pursue a demand for an extraordinary shareholder meeting.
  • The Korea Shareholder Activism Headquarters said it is targeting shareholders with at least 6,735 shares and aims to rally 1.5%% of the stake, while seeking to place management's profit-allocation plan on the agenda for a shareholder meeting.
  • The shareholder group said the new special management performance bonus for the semiconductor division and the bonus calculation structure based on pretax profit affect shareholder rights and the way company performance is allocated, and it signaled plans for an injunction and litigation.

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Samsung Electronics Co. accepted a request from retail investors to inspect and copy its shareholder register, handing a shareholder activist group a key step in its campaign against a tentative labor-management bonus agreement in the chip division. After securing the register, the group plans to rally support for shareholder action, including a demand for an extraordinary general meeting.

Samsung Electronics Accepts Register Inspection Request

Retail Investors Aim to Rally 1.5%

Union Vote Tops 80%

Photo: Shutterstock
Photo: Shutterstock

Act, a platform for retail shareholders, said Samsung Electronics accepted the request to inspect and copy the shareholder register. Min Kyung-kwon, head of the Korea Shareholder Activism Headquarters, filed the request on behalf of Samsung Electronics retail investors gathered on the platform.

The request was sent to Samsung Electronics on May 20. The company replied on May 22 accepting it. The inspection is scheduled for the afternoon of May 27 or on May 28 at Samsung Electronics' headquarters in Seoul's Seocho district. The shareholder register is a legally required ledger containing shareholders' names, addresses and shareholdings. Companies use it to verify eligibility to attend shareholder meetings and exercise voting rights, and to determine dividend recipients.

Inspecting and copying the shareholder register is a right shareholders can exercise under South Korea's Commercial Act. Article 396 allows shareholders and corporate creditors to request access to the shareholder register and other company books during business hours. For retail investors, the register can be a starting point for identifying other holders and asking them to join coordinated action. Samsung Electronics' decision to grant the request just two days after receiving it was seen as an unusually swift response.

Stake Rally Planned After Register Review

The Korea Shareholder Activism Headquarters plans to send formal letters seeking support for the exercise of shareholder rights as soon as the register review is completed. The targets include domestic and overseas institutional investors and individual shareholders holding at least 6,735 Samsung Electronics shares. That amounts to about 0.0001% of the company's total shares outstanding.

The group is trying to rally 1.5% of outstanding shares. Under the current Commercial Act, shareholders who have held shares for at least six months can demand an extraordinary shareholder meeting if they collectively own at least 1.5% of a company's outstanding stock.

The move comes amid controversy over a bonus agreement between Samsung Electronics management and labor. The two sides recently reached a tentative agreement on the company's 2026 wage and collective bargaining pact. The proposal includes a new special management performance bonus for the Device Solutions, or DS, division, which oversees semiconductors.

Samsung Electronics and the union agreed to keep the existing over-profit incentive, or OPI, system and add a separate special management performance bonus for the DS division. The 10.5% bonus pool will be calculated based on operating profit minus labor costs such as OPI reserves.

Earlier estimates suggested employees in the memory business could receive performance bonuses of as much as 600 million won, or about $434,000, per person under the tentative agreement. That fueled debate over how the bonuses would be allocated and whether they would affect funds available for shareholder returns.

'Shareholders Are Not Employees' Enemy'

The shareholder group argues the bonus agreement between management and labor should be addressed at a shareholder meeting. At a press conference in front of the Supreme Court in Seoul's Seocho district on May 22, the group appealed to Samsung's 125,000 employees, whether union members or not, saying shareholders were not the enemy of workers.

The group says management's profit-allocation plan should be put on the agenda for a shareholder vote. If the plan is approved at a shareholder meeting, it added, employees would receive active backing from shareholders on a scale not seen at any Korean company.

It is demanding a shareholder vote because it views the bonus provisions in the labor agreement not as a simple issue of wages and working conditions, but as a decision on how to distribute company performance.

"Wages are an area where labor and management can agree on amounts and calculation methods in return for labor provided, but the right to dispose of company performance belongs exclusively to the shareholder meeting under the Commercial Act," the group said.

The group also challenged the method used to calculate the bonuses. It argues that using pretax profit as the benchmark and linking operating profit to bonuses without shareholder approval could infringe on shareholder rights.

The group held a rally near the home of Samsung Electronics Chairman Jay Y. Lee on May 22 and said it would seek an injunction to suspend the labor-management agreement and file a lawsuit to confirm its invalidity. On May 23, it also staged a counter-rally near Samsung Electronics' Pyeongtaek campus in response to a union demonstration there.

"We do not seek confrontation with labor unions at individual companies," the group said. "What we pursue is not conflict, but cooperation. Our goal is to create a forum where employees and shareholders can work together to envision a better future for the company."

Union Vote Tops 80%

Separately, union members are voting on whether to accept the tentative agreement. The Samsung Electronics chapter of the Samsung Group supra-enterprise labor union said 45,914 members had cast ballots as of 5:13 p.m. on May 23. That put turnout at 80.14% out of 57,290 eligible voters.

The vote asks members whether to accept the tentative 2026 wage and collective bargaining agreement reached by Samsung Electronics management and labor. Voting runs until 10 a.m. on May 27. For the deal to pass, more than half of eligible voters must participate and a majority of those voting must support it.

As of 2 p.m. on May 21, when the voter roll was finalized, the supra-enterprise union had 70,850 members. The number of eligible voters was 57,290, about 13,560 fewer than the full membership. Under the union's rules, members who have failed to pay dues for more than one consecutive month do not have voting rights.

According to people in and around the union, the memory business has more than 24,000 members, the non-memory business more than 17,000 and common divisions about 22,000. The Device Experience, or DX, division, which handles mobile and consumer electronics, has about 7,000 to 8,000 members.

The vote result should begin to emerge after 10 a.m. on May 27. With the shareholder register inspection also scheduled for the same week, moves by both the union and shareholders over Samsung Electronics' bonus agreement are continuing in parallel.

Hong Min-seong, Hankyung.com reporter mshong@hankyung.com

Korea Economic Daily

Korea Economic Daily

hankyung@bloomingbit.ioThe Korea Economic Daily Global is a digital media where latest news on Korean companies, industries, and financial markets.
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