Author: djfrosty

Shareholder advisory groups Institutional Shareholder Services (ISS) and Glass Lewis advised Warner Music Group investors to vote against the election of certain board members at the company’s annual meeting on Tuesday, including Val Blavatnik and Lincoln Benet.
The groups say that insider status — Val is the son of WMG owner Len Blavatnik, and he sits on the executive compensation committee — and WMG’s multiple classes of stock present risks for outside investors. WMG says its focused on creating value for all its investors and that most of its directors are independent should allay any investor concerns.

Investor opposition to these directors’ election would need the support of Len Blavatnik to succeed. His Access Industries and its affiliates own more than 70% of WMG’s stock controlling more than 97% of the voting power in WMG. Nonetheless, ISS and Glass Lewis’s concerns put a spotlight on the corporate governance requirements WMG can skirt by being a controlled public company.

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For example, WMG is listed and trades on the NASDAQ stock exchange and is exempt from NASDAQ’s requirement that companies traded on its exchange have a majority of independent board members appointed to the committee that decides executive compensation.

A spokesperson for WMG says, “We welcome input from our shareholders, with a governance structure that goes beyond what is required of controlled companies, including the majority of our directors being independent. Our board and management team are focused on creating long-term value for all investors.”

Shareholder advisory groups like ISS and Glass Lewis exist to research publicly traded companies’ proxy statements and make voting suggestions for investors ahead of annual shareholder meetings. Both groups say in their 2025 benchmark policy guidelines that they broadly support board independence, but they agree controlled companies should be exempt from certain requirements, such as having an independent executive compensation committee, because “controlled companies serve a unique shareholder … whose voting power ensures the protection of its interests,” Glass Lewis’s policy states.

Glass Lewis advises against voting for the election of Val Blavatnik, 27, in its report because of his status as an insider on the compensation committee. Val holds the title of senior director, business development of Warner Chappell Music, and he was elected to WMG’s board in April 2023.

As the chief executive of Access Industries, Glass Lewis considers Lincoln Benet, 61, an affiliate and non-independent board member, and they advise against voting for his election because WMG’s multi-class share structures gives him disproportionate voting rights.

In its report, ISS advises voting against the of seven of WMG’s 11 board members—Val Blavatnik, Lincoln Benet, Len Blavatnik, Donald Wagner, Noreena Hertz, Ynon Kreiz and Cecilia Kurzman.  For Val Blavatnik, Benet and Wagner, it raises similar concerns to Glass Lewis about their seats on certain board committees as non-independent members. For the remainder of the directors, ISS raises concerns about their support for a “dual class structure that is not subject to a reasonable time-based sunset provision.”

It also advises voting against Len Blavatnik because “his ownership of the super voting shares provides him with voting power control of the company.”

ISS has advised voting against the majority of WMG’s board members for at least the past three years, and it has taken similar stances against the election of board members of Meta and Alphabet.  

Five out of WMG’s 11 board members, or 55%, are independent, including its chairman, nominating and corporate governance committees.

It is worth noting that the WMG chief executive Robert Kyncl’s total compensation of $18.6 million declined 9% from the year prior.