Korea Zinc retains upper hand over MBK-Young Poong side in contentious board elections
Published: 24 Mar. 2026, 21:56
Korea Zinc Executive Chairman Choi Yun-birm speaks at a session held during the International Energy Agency ministerial meeting in Paris on Feb. 18. [YONHAP]
Korea Zinc retained the upper hand on Tuesday in its ongoing boardroom battle with its largest shareholder alliance of MBK Partners and Young Poong, filling more than half of the newly elected board seats with nominees aligned with the company.
The company’s 52nd annual general shareholder meeting at Hotel Koreana in central Seoul was seen as a key test of control, as the outcome was expected to determine whether Executive Chairman Choi Yun-birm could keep a majority on the board amid a protracted management dispute.
During the meeting on Tuesday, Walter Field McLallen, a director at OneSpaWorld, and Choi Yeon-seok were elected nonexecutive directors. Executive Chairman Choi won reappointment as an inside director, while Hwang Deog-nam and Lee Seon-sook were elected as outside directors.
The chairman and Hwang were nominated by Korea Zinc, while McLallen was nominated by Crucible JV, a joint venture backed by the smelter and the U.S. Department of Defense and the Department of Commerce. Choi Yeon-seok and Lee were nominated by MBK Partners and Young Poong.
Excluding four directors whose duties have been suspended, the active board was reconfigured to 15 members. The balance of the board's allegiances shifted from 11-4 in Korea Zinc’s favor over the MBK-Young Poong side to a narrower 9-5 split.
The vote had drawn investor attention ahead of the meeting after the National Pension Serivce's fiduciary responsibility expert committee decided not to exercise its voting rights in the chairman's appointment, while some global proxy firms recommended against keeping him on the board.
Although Korea Zinc successfully maintained control of the board, two new directors backed by MBK and Young Poong were also elected, raising expectations that their influence will grow.
“On the surface, Chairman Choi retained a majority, but the board has shifted to a structure in which checks and balances can work,” MBK Partners said.
Park Ki-deok, president of Korea Zinc, declares the opening of the company’s 52nd annual general shareholders’ meeting at Hotel Koreana in central Seoul on March 24. [YONHAP]
Korea Zinc and the management challengers also clashed sharply over how to interpret the results of cumulative voting by foreign shareholders.
“We have confirmed that the current system undervalues foreign shareholders’ voting rights,” Park Ki-deok, president of Korea Zinc and chair of the meeting, said before the vote on individual directors. “The company will therefore calculate the voting results by proportionally allocating votes to the candidates backed by those shareholders.”
The imbalance stemmed from the cumulative voting system, which grants voting rights for each share multiplied by the number of board seats up for election, instead of capping votes for each seat based on holdings.
Under cumulative voting, a shareholder with 15 votes participating in an election with five board seats up for grabs would have 75 votes, which they could put behind a single candidate.
Korea Zinc argued, however, that a system restriction capped the maximum allocation of votes for a single candidate to the number of shares held, limiting a shareholder with 15 votes in a five-seat election to a maximum of 15 votes per candidate.
“The company would submit to the meeting inspector figures adjusted to reflect the substance of the proxy forms based on data received from the Korea Securities Depository, while also providing the results under the unadjusted method,” said a lawyer for the smelter.
Korea Zinc’s 52nd annual general shareholders’ meeting at Hotel Koreana in central Seoul is delayed on March 24 over a dispute involving duplicate proxy forms. [YONHAP]
The MBK-Young Poong alliance strongly objected.
“During prior discussions on the rules, both sides agreed that any undercount in the Korea Securities Depository system would be reflected as it was,” a representative for Young Poong said. “Korea Zinc abruptly changed course and said it would proportionally reallocate the total votes exercised. That means the company is effectively altering the original data entered into the Korea Securities Depository system through its own interpretation.”
Korea Zinc dismissed the objection, saying the outcome would not change under either calculation method.
The dispute over the undercounting of foreign shareholders’ cumulative votes could trigger another court fight.
“If a foreign shareholder indicated support only for specific candidates, that means the shareholder abstained on the others,” a representative for Young Poong said. “Even so, an arbitrary reallocation of votes [under the cumulative system] would be tantamount to running the shareholder meeting in a grossly unfair manner.”
“In that case, we will have no choice but to seek legal action such as an injunction.”
A Korea Zinc representative said the company would proceed under its current policy for now, and any later dispute would ultimately have to be resolved by the courts.
The current shareholding ratio is estimated at 37.9 percent for the chairman, including those held by stakeholders backing him, 41.13 percent for MBK and Young Poong, and around 5 percent each for the National Pension Service and Hyundai Motor Group.
This article was originally written in Korean and translated by a bilingual reporter with the help of generative AI tools. It was then edited by a native English-speaking editor. All AI-assisted translations are reviewed and refined by our newsroom.
BY LEE SU-JEONG [[email protected]]





with the Korea JoongAng Daily
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