At Korea Zinc's extraordinary general meeting, where the side of Choi Yun-beom Ko Ryeo-a-yeon (Chairman) and the alliance of Yeungpoong and MBK Partners each nominated candidates for board composition, votes from major domestic and international pension funds are expected to diverge.
The California Public Employees' Retirement System (CalPERS) and Norway's Government Pension Fund Global (NBIM) have decided to vote in favor of the audit committee candidate proposed by Yeungpoong and MBK, while the Korea Pension Service has decided to vote in favor of candidates from both sides.
According to investment banking (IB) industry sources on the 8th, NBIM announced via a pre-voting disclosure that it plans to vote in favor of Park Yu-kyung, former head of APG Asset Management, who is a shareholder-proposed candidate at Korea Zinc's extraordinary general meeting scheduled for the 9th. CalPERS also decided to vote in favor of the appointment of Park Yu-kyung as an audit committee member and in favor of appointing Lee Jun-bong and Shim Hye-seop as new directors proposed by Yeungpoong and MBK. However, it will exercise its voting rights against the proposal to appoint Baek In-gyu, former head of Deloitte Korea Lee Sa-hoe (Chairman), who was recommended by Korea Zinc's board.
CalPERS is also a limited partner (LP) in MBK Partners Fund 6, which provided the financing for the acquisition of Korea Zinc. In November 2023, CalPERS committed to investing $250 million into Fund 6.
Regarding voting advisory firms, eight firms recommended voting in favor of Baek In-gyu: four overseas firms including U.S.-based ISS (Institutional Shareholder Services), Glass Lewis UK-based PIRC (Pension and Investment Research Consultants), and U.S.-based Egan-Jones Proxy Services; and four domestic firms including SustainBest, Korea Voting Rights Advisory, Korea ESG (Environmental, Social, and Governance) Research Institute, and Korea ESG Evaluation Institute. Baek's strength lies in his qualifications as a certified public accountant in both South Korea and the United States, along with his experience in senior roles at Deloitte Korea, where he gained expertise in accounting, auditing, financial advisory, and internal controls.
During its public tender offer for Korea Zinc, MBK secured a bridge loan of 1.5785 trillion won from NH Investment & Securities. Approximately 1 trillion won of this amount was repaid through capital calls to investors in the Fund 6 blended fund, among other methods, effectively utilizing Fund 6 for the investment in Korea Zinc. The Korea Pension Service also disclosed that as of the end of 2025, its investment in 'MBK Partners 6 No. 2 Private Investment Partnership' amounted to 234.82 billion won. However, the Korea Pension Service has maintained a clear line against using its capital for the acquisition of Korea Zinc. In late February last year, when it confirmed a 300 billion won investment in the Fund 6 blended fund, it required as a condition that no funds be used for hostile M&A (mergers and acquisitions) strategies. Since then, the Korea Pension Service has not responded to capital calls made by MBK Partners to institutional investors seeking to invest in Korea Zinc through Fund 6.
The Special Committee on Fiduciary Responsibility of the Korea Pension Fund held its 11th meeting on the 7th and deliberated on the voting direction for three agenda items at the upcoming Korea Zinc shareholders' meeting on the 9th, ultimately deciding to vote 'in favor' on all. Under the cumulative voting system, the Korea Pension Service will distribute its voting rights equally among four nominated candidates: Lee Hyung-gyu, Seo Eun-sook, Lee Jun-bong, and Shim Hye-seop, allocating one-fourth of its votes to each. On the agenda item regarding the appointment of independent directors as audit committee members, it also decided to vote in favor of both Baek In-gyu and Park Yu-kyung candidates. Since only one candidate can be appointed from among the two, while the Korea Pension Service's official voting stance is 'in favor,' this effectively results in not intervening in the outcome of the vote between the two candidates. The Korea Pension Service holds a 5.48% stake in Korea Zinc.
Meanwhile, the so-called "3% rule" applies to the appointment of audit committee members, meaning that both sides cannot exercise their entire shareholding percentages directly. The largest shareholder is subject to a 3% cap when including shares held by related parties, while other shareholders are individually limited to 3%. The Korea Pension Service has previously stated that it cannot disclose details regarding the scale or plans for recovering funds from investment funds such as the MBK fund on a case-by-case basis.
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