Activist Wyser-Pratte Demands Independent Investigation into Leonardo SpA AGM Vote

BEDFORD, N.Y., May 7, 2026 /PRNewswire/ -- In over 50 years as a shareholder activist working across the United States, France, Germany, Austria, and beyond, I have never witnessed a shareholder meeting conducted under terms as restrictive and antidemocratic as today's Annual General Meeting of Leonardo SpA.

Shareholders were given no opportunity to speak, ask questions, or engage with management or the board. The meeting was closed to debate, capped at approximately 60 minutes, and conducted exclusively through a company-designated proxyholder. This is not a shareholders' meeting. It is a formality, staged to ratify a predetermined outcome.

Furthermore, the Webex link provided to the board members for remote access to this morning's shareholder meeting failed at exactly 10:30 Central European Time, the precise moment the meeting was called to order. Leonardo's own staff acknowledged in writing that they could not guarantee the connection. No confirmation that the link was restored was ever received. The timing of this failure, at the exact start of a one-hour closed-door meeting with no debate, is one I consider deeply suspicious.

A Result That Demands Scrutiny

The government's slate prevailed by the narrowest of margins: 50.097% of share capital represented versus 49.481% for the institutional investor slate — a margin of less than one percentage point. This result raises questions, and I am calling for an independent investigation into the tabulation of today's vote.

I would note that Institutional Shareholder Services (ISS) and Glass Lewis — the two largest and most widely relied-upon proxy advisory firms in the United States — both recommended that shareholders vote against the government slate and in favor of the dissident slate submitted by Assogestioni on behalf of Italy's institutional investor community.

That dissident slate, known as Slate 2, or Item 005B, was put forward by a broad coalition of Italian and international asset managers coordinated through Assogestioni, the Italian Association of Asset Managers. Its four candidates were fully independent under both company and ISS classifications, bound by strict governance criteria including rigorous conflict-of-interest rules and overboarding limits. This slate represented the voice of the market, including pension funds, institutional investors, and asset managers whose sole obligation is to the long-term interests of their beneficiaries. It was defeated, barely, by a government that controls just 30.2% of Leonardo's share capital.

That a government controlling less than a third of the company was able to secure a bare majority, over the objections of independent global advisory firms representing billions of dollars in managed assets, demands a full and transparent accounting.

Italy Is Sending the Wrong Signal to Global Investors

What happened today at Leonardo's AGM is not merely a corporate governance failure. It is a reputational event for Italy and for Europe.

At a moment when the European Union is seeking to attract foreign capital to fund its defense build-up, its energy transition, and its broader industrial reinvention, behavior of this kind sends precisely the wrong signal to international investors. Rules are bent. Meetings are closed. Shareholders are silenced. Votes are certified under conditions that invite no scrutiny.

Italy is behaving like an emerging market, not a developed one. When a government uses its institutional powers to override independent global proxy advisers, shut out minority shareholders, and push through a board renewal in a meeting that lasts 60 minutes with no debate, it is telling the world that the rules do not apply equally here. Foreign investors will take note, and they will draw conclusions.

Europe cannot credibly call for deeper capital markets integration while its governments conduct themselves as controlling shareholders accountable to no one.

A Company Performing Exceptionally Well — And Being Punished For It

The irony of today's proceedings is not lost on anyone who has followed this company. Leonardo's own press release, issued this morning, reports new orders of €23.8 billion, revenues of €19.5 billion, EBITA of €1.752 billion — up 18.2% — and a 44% reduction in net debt. Under outgoing CEO Roberto Cingolani, Leonardo delivered a total shareholder return of 91.75% in 2025 alone. The company is performing at the highest level in its history.

This government has chosen to remove a CEO producing exceptional results, conduct a shareholders' meeting that muzzles the shareholders it purports to serve, and push through a board transition under conditions that prevent any meaningful oversight or challenge. That is not corporate governance. That is political control.

What Comes Next

I am in active discussions with our legal counsel in Rome and we will be formally requesting an independent investigation into today's vote.

The minority shareholders of Leonardo SpA deserve answers. We intend to get them.

Wallace Computer, 1996: A Precedent

I am not a newcomer to this. I know what it looks like when votes are managed rather than earned. In 1996, I encountered precisely this dynamic in my campaign at Wallace Computer Services, where I had put forward a shareholder rights bylaw amendment for a vote at the annual meeting. Going into that meeting, we had the votes according to our proxy solicitor. The count showed we would win, which would have effectively negated the meeting's intended outcome and blocked the board's preferred course of action. What followed was a masterclass in how entrenched interests manipulate the mechanics of corporate democracy when they sense they are losing. In this case, Wallace had an investor, AIM of Texas, switch their vote during the meeting. We challenged that conduct. The margin at Leonardo, a bare 0.6 percentage points achieved in a closed room, with no debate, and a failed remote access link, has the same smell.

Rome, after all, is not Moscow.

ABOUT WYSER-PRATTE MANAGEMENT CO., INC

Wyser-Pratte Management Co., Inc. is a New York-based SEC registered investment adviser founded by Guy Wyser-Pratte, one of Wall Street's foremost risk arbitrageurs and a pioneering figure in global shareholder activism. He began his career in 1967 at Bache & Co., where he built and led the firm's arbitrage department before founding his own firm. Over a career spanning more than five decades, Wyser-Pratte has completed over 100 activist campaigns across ten national jurisdictions, generating approximately $60 billion in shareholder value. He played a significant role in the development of the chewable poison pill, one of the defining defensive instruments in modern U.S. corporate governance. He is the author of Risk Arbitrage, the definitive textbook on the discipline, published by Wiley. A former captain in the United States Marine Corps, Wyser-Pratte is a Lifetime Member of the Council on Foreign Relations, former Vice Chairman of the Marine Corps University Foundation, and a Trustee Emeritus of the Congressional Medal of Honor Foundation. He has operated in European markets since the early 1990s — completing landmark campaigns at Rheinmetall, KUKA AG, Austrian Airlines, Vossloh, Vivarte, Taittinger, and Strafor Facom, among others.

CONTACT: Julia Verlaine, [email protected]

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