MBK, Young Poong propose codifying fiduciary duty, stock split at Korea Zinc

Korea Zinc headquarters in Seoul, Dec. 19, 2025 / Yonhap

By Jun Ji-hye

• Published Feb 12, 2026 2:11 PM KST

The alliance of MBK Partners and Young Poong, the largest shareholder of Korea Zinc, has officially submitted shareholder proposals calling for the codification of directors’ fiduciary duty to shareholders in the company’s articles of incorporation and for a stock split of its outstanding shares, the alliance said Thursday.

The proposals are intended to restore shareholder value that the alliance claims has been undermined by flawed corporate governance. It added that the measures are aimed at reinstating proper checks and balances within the company by ensuring that both the board of directors and the shareholders’ meeting operate as intended.

The alliance has been challenging Chairman Choi Yun-beom’s control of the company since launching a tender offer on Sept. 13, 2024.

“To begin with, MBK Partners and Young Poong have called for the explicit inclusion of directors’ fiduciary duty to shareholders in Korea Zinc’s articles of incorporation,” an MBK official said. “The proposal carries considerable market significance, as it represents the first known case of a controlling shareholder formally submitting such a measure as an agenda item at a shareholders’ meeting.”

The alliance said the move is designed to structurally prevent any future share issuances that could dilute shareholder value, referring to what it described as unlawful capital increases attempted under the current management.

To enhance fairness at shareholders’ meetings, the alliance also proposed amending the articles so that the chair of the board, rather than the CEO, would preside over shareholders' meetings.

In addition, the alliance proposed a 10-for-1 stock split that would lower the par value from 5,000 won ($3.50) to 500 won, saying the move would improve trading liquidity and broaden access for retail investors.

The alliance also urged a revision of the company’s retirement compensation rules, noting that the current bylaw grants an honorary chairman the same maximum payout rate as the incumbent chairman. It argued that the provision should be rationalized to prevent potential outflows of corporate assets to Choi’s family.

The alliance requested that Korea Zinc’s management clarify by Feb. 20 whether it will accept or reject each of the proposed agenda items.

“This initiative is not about a dispute over management control,” the MBK official said. “Rather, it is a call to restore the fundamental standards and principles that all listed companies are required to uphold. We hope Korea Zinc will take this opportunity to improve governance and enhance shareholder value.”