Proxy Fights to Watch in 2026: Pacira, Medallion, Genco & Seer

Three of the year’s most-watched activist campaigns ended without a vote — at CarMax in April, at WEX in early May, at Lululemon at the end of the month. Starboard Value walked away from CarMax with its nominee Bill Cobb seated, alongside a second director it had also recommended; Impactive Capital’s Lauren Taylor Wolfe joined WEX’s directors and the company committed to splitting the Chair and CEO roles; Chip Wilson got two of his three founder-slate nominees seated at Lululemon and a binding declassification of the board. Four more campaigns head to the ballot in the next seven weeks. Scored on a single rubric, the pattern is hard to miss: the boards that moved first settled cheaply. The boards that didn’t either paid more to settle, or are about to learn what the verdict costs.

Start with what’s already done.

What just happened

The three already-resolved fights sketch the range of what “settled” actually means in 2026. A single seat conceded after a year of pre-emptive board work; a full activist slate plus a Chair/CEO split; a founder-activist taking two seats plus a structural reform. Same rubric, three different shapes.

The season has produced others in the same vein — including settlements at Synopsys (SNPS), Viasat (VSAT), and OraSure Technologies (OSUR). Each landed somewhere on the spectrum the three above stake out. The common element is what isn’t in the public record: no proxy advisor recommendation, no vote tally, no contested-meeting headlines. The fight was resolved before any of that existed.

What’s coming up

The four fights heading to a vote are graded on the same axes as the three already done, but they sort differently. Seer carries the worst record but sits only third on the ladder. Genco has beaten the index by 9.4 points and sits last. Pacira’s board has a 92/100 case score and both proxy advisors backing it — yet the activist’s headline reads 63%. Performance doesn’t sort this list. Neither does advisor support, share structure, or case-score gap. Each fight is anchored on its own variable.

Pacira — the board ran ahead of the activist

Doma Perpetual Capital Management has been at Pacira BioSciences (PCRX) for 32 months — and on June 1 it lost ISS. The case Doma built is real: 35 points behind the S&P 500 over three years, $28M in CEO compensation against $93M in cumulative losses, a credible EXPAREL patent-risk argument. The firm framed its slate as advocates for “a value-maximizing strategic alternative, including a strategic exit, designed to deliver tangible and imminent returns to fellow shareholders.” But the board’s defense scores 92 to Doma’s 70, and ISS came out for all three management nominees in its published recommendation;⁴ Glass Lewis landed the same way. The 63% headline isn’t a vote-day reading — it’s the model pricing in the settlement value Doma has already extracted from this board, most visibly a $300M buyback authorized in April 2025, the exact figure Doma had demanded⁵. On top of that came a Chair/CEO split, five new independent directors since 2023, and 17 documented meetings with the activist. On the merits, the board has the votes.

Medallion — governance becomes the whole story

Three-year underperformance at Medallion Financial (MFIN): 5.4 points behind the S&P 500. By a performance test, this contest should not exist. It exists because CEO Andrew Murstein consented in May 2025, without admitting or denying the SEC’s allegations, to a final judgment permanently enjoining him from future violations of the federal securities antifraud provisions — and is directing the proxy solicitation against his critics even so; his 91-year-old father Alvin chairs the board as Executive Chair; a severance clause was structured to penalize independent judgment on a family-member renomination. BIMIZCI Fund — the activist, run by Stephen Hodges’s ZimCal Asset Management — calls Andrew Murstein’s “simultaneous roles as the subject of these court-ordered restrictions and as the Chief Executive Officer directing this solicitation through and on behalf of the Board” a direct conflict of interest. ISS agreed, concluding the directors “lack the independence necessary to exercise credible effective oversight of management.”⁶ Both proxy advisors back two of BIMIZCI’s three nominees — Eric Kelly and John Kiernan — and withhold from Alvin Murstein and director Cynthia Hallenbeck. A board that has actually performed is heading toward losing two of three seats anyway, because governance is doing the work the performance gap couldn’t.

Seer — the shield that just lapsed

Activist 73, board 40. By the case-score gap alone, Seer Inc. (SEER) should be a rout. The company has lost more than 90% of its IPO value, accumulated $465M in losses, and rejected three escalating financed bids from the Radoff-JEC Group — Bradley Radoff with Michael Torok — at $2.25, $2.35, and $2.40 per share in cash plus an 80% contingent value right on asset-sale proceeds, all without engaging.⁷ Six days after the activist’s 13D landed, the board adopted a tax-benefit pill; a separate stockholder’s Delaware challenge to it was later mooted for a $250,000 fee. By every qualitative measure, this should be over. But on December 9, 2025, founder Omid Farokhzad’s Class B supervoting block — ten votes a share, roughly 40% of the vote — expired in accordance with its terms; his proposal to extend the sunset by five years did not proceed, and the shares converted on schedule. With the structural shield gone, what’s protecting the board is the dissident slate’s thin proteomics credentials and a $2.40 offer that sits below SEER’s $220M cash balance. The model gives Radoff a 45% chance of any seat.

Genco — performance covers for everything else

Diana Shipping isn’t at Genco Shipping & Trading (GNK) for performance — Genco has beaten the S&P 500 by 9.4 points over three years and 113% since 2021. Diana is here for the company. Its $24.80 cash offer, a 39% premium to undisturbed, is backed by $1.433 billion in committed financing from six major banks (DNB Carnegie and Nordea lead) and an executed $470.5M Star Bulk vessel-purchase agreement;⁸ Diana told shareholders the “fully financed $24.80 per share all cash offer remains on the table.” Genco’s board, led by CEO and Chair John C. Wobensmith (combined since August 2025), responded with roughly six months of silence and a poison pill adopted without a prior shareholder vote — now itself on the ballot at the meeting. Keeping this from being a rout is the TSR record and dual fairness opinions from Jefferies and Morgan Stanley finding $24.80 inadequate against a mean-to-median analyst NAV of $26.66–$27.10 cited in Genco’s defense. The model gives Diana 35% probability of a breakthrough. Strip out the outperformance and the passivity would be fatal.

The Outlook

Set the three already-done fights beside the four still live and a pattern surfaces. The boards that resolved early gave up something the activist’s case was strong enough to extract: one seat at CarMax, a full three-seat slate plus a Chair/CEO split at WEX, two seats plus board declassification at Lululemon. The four boards that didn’t move are now at the ballot. Pacira, having done the same kind of pre-emptive work CarMax did, has the merits to hold its board — though the model still prices in a partial activist gain along the settlement path. Medallion, having done little while the family-control story hardened, will almost certainly lose two. Seer’s structural shield expired in December at the wrong moment. Genco’s outperformance is the only thing keeping Diana’s $24.80 bid below a coin flip at the meeting.

The first answers come June 9, when Pacira and Medallion vote the same day — one board that did the pre-emptive work, one that didn’t. By July 28 all four will have answered the same question four different ways: the outcome turns not on who performed, but on who moved early, who financed the bid, and who let a structural shield lapse.