Carasso Motors Director Faces Vote Amid Fight Against Executive Perks
Translated & summarized from Calcalist by baba
Vered Triwax, an external director at Carasso Motors, faces a shareholder vote on October 15 for re-election, with institutional investors expected to decide her fate. This vote comes after Carasso Motors used an "over-ruling" mechanism in October 2024 to approve executive stock options despite minority shareholder opposition. Institutional investors have been actively campaigning against over-ruling, a practice that allows companies to bypass shareholder dissent on executive compensation, leading to a decrease in its usage. However, recent approvals of directors who supported over-ruling may indicate a shift in institutional investor strategy.
The story in 5 lines · by baba
- Carasso Motors director Vered Triwax faces a shareholder vote on October 15 for re-election.
- Institutional investors previously blocked the reappointment of director Yekutiel Gabish over his support for over-ruling.
- Carasso Motors used "over-ruling" in October 2024 to approve executive stock options against minority shareholder wishes.
- The use of over-ruling has significantly decreased due to institutional investor opposition.
- Recent approvals of directors who supported over-ruling may signal a shift in institutional investor tactics.
Vered Triwax, an external director at Carasso Motors, is seeking re-election on October 15, facing a shareholder vote that will test the resolve of institutional investors against the practice of "over-ruling." This practice allows companies to bypass shareholder opposition to executive compensation packages. In October 2024, Carasso Motors used over-ruling to approve a NIS 11.7 million stock option package for CEO Yitzhak Weitz, despite 80% of minority shareholders opposing it. Triwax, whose three-year term began in August 2023, was instrumental in this decision. Her colleague, Yekutiel Gabish, was not re-elected in January 2025 after 81% of minority shareholders, including all institutional investors, voted against his reappointment due to his support for over-ruling.
The institutional investors' opposition to Gabish stemmed from a desire to curb the increasing use of over-ruling, which occurred 22 times in 2023 alone. They have previously ousted external directors who supported over-ruling at companies like Matrix, Big, Hishateut Hayishuv, Formula, and Electra. Meitav CEO Ilan Raviv publicly stated in October 2024 that his firm would oppose the reappointment of Devora Elhanty, an external director at Electra, for supporting over-ruling.
The institutional investors' campaign against over-ruling appears to have been successful, with the number of such cases dropping significantly from 22 in 2023 to just 7 in 2024 and fewer in subsequent years. This success was attributed to the institutional investors' power to influence the reappointment of external directors. However, recent approvals of external directors who supported over-ruling, such as at Electra and Big in early 2024, and at Shikun & Binui in April 2024, suggest a potential softening of their stance.
At Electra, the reappointment of Devora Elhanty was approved after negotiations between the controlling Zalkind brothers and institutional investors. While Electra has since avoided over-ruling, the continued approval of such directors could signal to the market that institutional investors are easing their pressure, potentially encouraging a resurgence of the over-ruling practice. Many institutional investors holding Carasso Motors shares declined to comment on how they would vote regarding Triwax's reappointment.