This article was displayed on the ChosunBiz MoneyMove (MM) site at 9:24 a.m. on Mar. 20, 2026.
With the National Pension Service's unexpected choice ahead of Korea Zinc's regular shareholders meeting, the tactical calculations of Chairman Choi Yoon-bum's side have become more complicated. The company's proposed "five-director slate" had been interpreted as a move to raise the bar for the Young Poong–MBK Partners alliance to enter the board. But as the National Pension Service split its votes only among the candidates from the Young Poong–MBK side and the U.S. JV, without giving any to Choi's side, the math behind the company's five-director plan has become tangled.
By contrast, if the Young Poong–MBK-proposed "six-director slate" passes, some analysts say Choi's side could aim to secure the survival of two company seats and one U.S. JV seat without securing additional friendly equity. Assuming the U.S. candidate must be elected, the five-director plan makes the allocation of the company's seats that much tighter. If the six-director plan is chosen, scenarios open up to take two company seats and one U.S. seat together, simplifying the vote calculus for Choi's camp that was complicated by the National Pension Service.
◇ The National Pension Service, which the company relied on, split its 5.3% to favor MBK and the U.S.
According to the investment banking industry on the 20th, the day before, the National Pension Service's Stewardship Responsibility Expert Committee decided to abstain from exercising its voting rights on the agenda to reappoint Chairman Choi Yoon-bum as inside director and to appoint the company's outside director candidates at Korea Zinc's regular shareholders meeting scheduled for the 24th, and to vote against agenda item No. 5 to appoint Lee Min-ho to the audit committee. It also decided not to exercise voting rights for Young Poong–MBK candidate Park Byung-uk for other non-executive director.
Instead, the National Pension Service decided to split its 5.3% voting equity equally between the U.S. Crucible JV's recommended candidate (Walter Field McLellan) and the remaining Young Poong–MBK director candidates (Choi Yeon-seok, Choi Byung-il, and Lee Seon-suk). In other words, McLellan would receive 2.65%, and the three candidates Choi Yeon-seok, Choi Byung-il, and Lee Seon-suk would share the remaining 2.65%.
In director elections held under cumulative voting, "abstention" for a specific candidate is effectively no different from opposition to that candidate. Unlike a simple for-or-against ballot, cumulative voting is a contest over which candidates receive a shareholder's limited pool of votes.
By declining to give votes to Choi's side and instead dispersing votes to rival camp candidates, the National Pension Service appears to be pushing down Choi's side in the rankings. Because the National Pension Service had generally sided with Chairman Choi and the company in Korea Zinc's control dispute, the decision came as a surprise.
◇ Tried to block Young Poong and MBK from taking three seats with a "five-director slate," but…
At this shareholders meeting, the company's "five-director slate" and the Young Poong–MBK "six-director slate" are both on the agenda. The company has said it is reasonable to first elect five and leave one seat open to meet the revised Commercial Act requirement for separately elected audit committee members (candidate Lee Min-ho). The market, however, has read this as a strategic card to block Young Poong–MBK from taking three seats.
But the National Pension Service's change of heart has introduced a new variable into Choi's math. With the pension fund's votes added, the Young Poong–MBK side will compete with about 44.75% of the voting rights. The U.S. JV starts at 13.45% including the pension's share. The company, by contrast, must compete with only 27.9% (the Choi family and Hanwha and LG Chem).
In a five-director contest where Young Poong–MBK aims for three seats and optimally allocates its 44.75% among three candidates, each would take roughly 14.92%. The company, splitting its 27.9% between two in-house candidates, would give each 13.95%. In that case, three Young Poong–MBK candidates (14.92%) and two from Choi's side (13.95%) would rank in the top five, and the U.S. JV candidate with 13.45% would be eliminated.
In other words, without additional swing voters, the company faces a dilemma under a five-director election: "Keep its own two seats and give up the U.S. JV," or "cede one of its own seats to elect the U.S. JV." If it wants to block Young Poong–MBK from taking three seats and still secure all three of "two company seats + one U.S. seat," all three candidates must exceed 14.92%, meaning it needs to draw an additional mid-to-high 3% from swing voters.
◇ The six-director slate is relatively better… "Company 2 + U.S. 1" can survive together without losses
If the Young Poong–MBK six-director slate passes, by contrast, some calculations show Choi's side could have a simpler defensive setup. With one more seat to be filled, the chances increase that both the company and U.S. candidates are elected together.
After outside director candidate Oh Young resigned on the 6th, the Young Poong–MBK slate shrank to four. In this setup, if Young Poong–MBK targets four seats and spreads its total 44.75% as evenly as possible among four candidates, each would max out at about 11.19%. That means even if it tries to push a fourth candidate into the winners, that candidate's vote share would inevitably stay in the 11% range.
Choi's side, by contrast, would give each of its two in-house candidates 13.95% by splitting its 27.9%. The U.S. JV candidate also starts at 13.45% thanks to half of the pension's votes being allocated there. As a result, two company candidates and one U.S. JV candidate would all outpace Young Poong–MBK's fourth candidate at 11.19%.
Put differently, in a six-seat contest, while three Young Poong–MBK candidates might still place near the top, pushing a fourth over the line is difficult. Choi's side can place two company candidates and one U.S. JV candidate within the winning range without complex adjustments such as attracting more swing voters or slicing off part of its own equity for the U.S. JV. The most natural outcome becomes "three Young Poong–MBK, two company, and one U.S."
Choosing a six-director slate instead of five reduces the burden on Choi to rework the calculus between the company and U.S. JV seats and makes vote allocation far simpler. In that sense, the six-director slate could be the more comfortable scenario for Choi's side.
◇ The audit committee agenda as a variable… will the board have 14 or 15?
The balance of power on the post-meeting board hinges on whether agenda item No. 5 (appointing Lee Min-ho to the audit committee) passes. Excluding the four directors currently suspended from duty, the board able to make decisions numbers 15. When six of them step down at term's end, nine remain (six aligned with Choi and three with Young Poong–MBK).
If the company's five-director slate passes and item No. 5, which the pension opposed, fails, the decision-making board is reconstituted at 14. In that framework, if the company yields a seat to keep the U.S. JV and secures "one company seat and one U.S. seat," the company would have seven directors in total (six existing + one new), short of a majority (eight). In that case, to pass agenda items, Choi's side would have to rely on the U.S. director's single casting vote at every meeting. If it forgoes electing the U.S. candidate and takes two in-house seats, it could reach eight for a solo majority, but that scenario is virtually impossible.
If the six-director slate passes instead of the five-director slate, the board totals 15 regardless of item No. 5. In that case, the company can secure its own two seats while also keeping one U.S. seat, forming the simplest defensive structure without recruiting additional swing voters or ceding seats.
That said, even under the five-director slate, depending on item No. 5's outcome and the company's vote-allocation strategy, there are still scenarios where Choi's side can hold a solo majority. Ultimately, the strength of the six-director plan is not that it's the "only survival option," but that it avoids the extra burden of attracting more votes and the seat-allocation dilemma inherent in the five-director plan. Without complex math, it allows for the joint survival of two company seats and one U.S. JV seat, making the six-director plan the simpler defensive scenario for Choi's side.