牧 寛之 has dropped his stated aim of taking more than 30% of BASE's voting rights, saying the company has now given him enough on governance. He has not stopped pressing the board. Earlier Tokyo Brief coverage
The change comes in a large-shareholding change report (No. 13) filed on 30 October, with an obligation date of 23 October. 牧 says that day BASE gave him four commitments.
What BASE committed to, per 牧
The first is to start concrete review, including practical hurdles, of a move to a nominating-committee company, a Companies Act board model with statutory nomination, audit and compensation committees. The aim is to put a proposal to the general meeting in March 2028. The second is to consider introducing a total shareholder return (TSR) target, with institutional investors consulted. The third is to have the nomination and compensation committee pick qualified outside-director candidates for a shareholder vote. The fourth is to consider setting up a special committee led by outside directors. Per the filing, BASE's president is among those on whose behalf the commitments are to be disclosed.
The filing separates what is firm from what is only under consideration. The TSR target and the special committee are framed as favourable consideration, not decisions.
Still a conditional ally
牧 says internal controls over directors' legality and propriety are doubtful, and he will vote against individual directors on that basis if warranted. He continues to back BASE's 28 August capital and business alliance with SBI Holdings. He also says he would seek injunctions or other legal steps against takeover defences or third-party share issues he judges unlawful or grossly unfair.
The stake did not move
牧's 25.33% block of 29,876,200 shares went to Melco Group in an off-market transfer. 牧 now holds 3.03%, Melco Group 25.33%. Together the two filers hold 33,445,186 shares, or 28.36% of 117,937,657, the same as the prior report. Melco Group lists its purpose as pure investment, and reports funding the shares through margin trading of ¥10.13bn.