This article was displayed on the ChosunBiz MoneyMove (MM) site at 8:08 a.m. on Mar. 25, 2026.
Unexpected variables emerged at Korea Zinc's regular shareholders meeting, upending market expectations. The prevailing view had been that the Young Poong–MBK Partners alliance would easily secure three seats with the National Pension Service's support, but at the actual venue, swing voters' "hidden ballots" leaned toward Chairman Choi Yoon-bum's side and the cutline for director appointments rose higher than expected, leaving the Young Poong–MBK side with only two seats. The company, which seemed to be on the defensive, won two director seats, achieving the best possible outcome.
◇ Chairman Choi Yoon-bum's side wins two seats, preserving a board majority
According to the investment banking industry and business community on the 25th, five directors were ultimately elected at the Korea Zinc regular shareholders meeting the previous day. On the company side, Chairman Choi was reappointed and candidate Hwang Deok-nam was elected as an outside director. From the Young Poong–MBK side, Choi Yeon-seok, a partner at MBK Partners, and attorney Lee Sun-sook joined the board. Walter Field McLellan, recommended by U.S.-based Crucible JV, was also elected.
As a result, excluding four directors suspended from duty, the practical board composition shifted from the previous 11 (Korea Zinc) to 4 (Young Poong–MBK) to 8 (Korea Zinc) to 5 (Young Poong–MBK) to 1 (U.S.). With Chairman Choi's side maintaining a majority, it preserved a structure that allows handling key agenda items alone without assistance from the U.S. member. The amendment to the articles of incorporation that was a precondition for the appointment of the fifth audit committee member was voted down, leaving one separately elected audit committee seat vacant.
Until just before this regular meeting, the dominant market view was that the Young Poong–MBK alliance was likely to take three seats in this vote. That outlook gained momentum when the National Pension Service decided not to exercise voting rights for Chairman Choi and the company's nominees, and to allocate votes only to the Young Poong–MBK and U.S. nominees. (Related article☞A twist after the National Pension Service changed course… For Chairman Choi Yoon-bum to also secure the U.S. member, the "six-seat plan" is favorable)
Arithmetically, in a structure electing five directors, three Young Poong–MBK nominees had a strong chance to place in the top tier. That is because the Young Poong–MBK side had already secured 44.75% of the voting rights, while Chairman Choi's side started at 27.9% and the U.S. nominee at 13.45%. Under that premise, the remaining two seats appeared likely to be split, one each, between Chairman Choi's side and the U.S. nominee.
But the actual result differed. The U.S. nominee McLellan ranked first with 15,612,955 shares, followed by Chairman Choi (15,608,378 shares) and candidate Hwang Deok-nam (15,608,288 shares) in second and third. Young Poong–MBK nominees Choi Yeon-seok (15,488,305 shares) and Lee Sun-sook (15,291,499 shares) won in fourth and fifth, while Young Poong–MBK nominees Choi Byung-il (15,282,288 shares) and Park Byung-uk (102,131 shares) failed to make the cut. While the company and U.S. nominees swept first through third with strong showings, the Young Poong–MBK alliance had to settle for electing two candidates in fourth and fifth.
◇ Swing voters' "hidden ballots" decided the outcome… razor-thin race pushed up the cutline
Analysts say the divergence from market expectations was primarily because swing voters, including foreign institutions, leaned toward the company side.
By the math, if five directors were to be elected and Young Poong–MBK efficiently split votes among three candidates, each would receive about 14.92%, while if the company split votes between two, each would receive about 13.95%. Thus, it seemed reasonable that the company could defend its two in-house candidates but would struggle to also elect the U.S. nominee, while Young Poong–MBK could aim for three seats. But this did not fully account for the variable of where other floating votes—beyond the National Pension Service—such as from institutions, foreigners, and retail investors, would move.
At the actual venue, the direction of those remaining votes decided the race. The tally shows the three company/U.S. nominees received 15,612,955, 15,608,378, and 15,608,288 shares, respectively. The margins among the three were only 4,577 shares and 90 shares. In contrast, the three Young Poong–MBK nominees received 15,488,305, 15,291,499, and 15,282,288 shares, trailing the three on the company side.
This can be read to mean that swing voters, including institutions and foreigners, flocked to the two company nominees and one U.S. nominee with similar intensity, almost as a set. In other words, floating votes not aligned with any camp in fact coalesced strongly around the three candidates from the company and U.S. side, reshaping the dynamics.
Another variable was that the cutline for election was much higher than expected. In cumulative voting that day, total accumulated voting rights were 92,993,444. Based on that, Walter, Chairman Choi, and candidate Hwang Deok-nam each received about 16.78%–16.79%, candidate Choi Yeon-seok received 16.66%, and candidates Lee Sun-sook and Choi Byung-il received 16.44% and 16.43%, respectively. The contest was decided not in the 14% range but in a narrow 16.4%–16.8% band. That the threshold rose this high means shareholders' votes did not spread widely but concentrated on a small group of strong contenders.
Effectively, six candidates engaged in meaningful competition in this election. Candidate Park Byung-uk received only 102,131 shares, effectively outside the winning range. With total voting rights fixed, votes did not disperse to noncompetitive candidates but concentrated among the top six, naturally pushing up the floor needed for a fifth-place win.
If, in an election filling five seats, the viable field spreads to seven or eight, the cutline may drop, but when only six fiercely compete as in this case, the boundary between fifth and sixth inevitably surges. In this meeting, in effect, six viable candidates shared most of the voting rights and only five were elected, lifting the final cutoff to the mid–16% range, close to one-sixth of the total.
◇ Divergent math on "under-voting"… resurrected ballots roiled the rankings
In addition, the adjustment method for "under-voting" in foreign electronic proxy voting served as another key variable. The issue was how to treat leftover ballots when a foreign shareholder entered fewer votes into the system than the voting rights they could exercise.
The Young Poong–MBK side argued that the number of voting rights entered into the Korea Securities Depository system should be reflected as is. For example, if five directors must be elected and a foreign shareholder who could exercise five times the voting rights voted for only three candidates, only the three entered portions should count as valid and the rest should be discarded. In short, only "votes actually cast" should be recognized, and "unused votes" should be deemed abstentions.
The company countered that because of the limitations of the foreign electronic proxy system, such under-voting occurs, so the original shareholder intent should be reflected as much as possible rather than mechanically reading only the entered numbers. If a shareholder with fivefold voting rights allocated votes evenly to only three, this should be seen not as intending to exercise only part, but as intending to "divide all available votes among those three." In other words, rather than mechanically calculating only the numbers entered, recalculate by proportionally reallocating based on the total votes the shareholder could have exercised, including voting rights not fully captured by the system.
This difference in stance can significantly affect the results. Under the Young Poong–MBK position, under-entered votes simply disappear, while under the company's position, under-entered votes are restored and added to certain candidates' tallies. In the end, how far to recognize the votes that foreign shareholders intended to concentrate on a few candidates became another variable in the final ranking.
In a razor-thin race like this Korea Zinc regular shareholders meeting, where viable candidates narrowed to a small group, the more near-lost votes were restored, the higher the vote level needed to break into the top tier. Rather than simply "what percent of equity the controlling shareholder holds," the decisive variables were how many votes were validly counted and whom they favored.
This is also why the Young Poong side strongly raised the issue at the venue. Because neither the original tally nor the post-adjustment breakdown was fully disclosed, it is hard to know which camp benefited and by how much from the adjustment. Still, it stands out that McLellan, Chairman Choi, and candidate Hwang Deok-nam each recorded similar totals around 15.6 million votes. If the under-voted portions of foreign electronic proxy ballots were reallocated to these three at similar rates, such a result could emerge.
◇ Despite defending a majority, MBK's clout grows… potential defection of allies remains a "spark"
Although Chairman Choi's side preserved a board majority with this regular meeting's outcome, the industry is focusing on the expanded influence of Young Poong–MBK. The balance of power on the board has shifted markedly as the previously lopsided 11-to-4 structure was reorganized to 8-to-5.
In particular, if Hanwha Group, considered an ally of Chairman Choi's side, exits its stake, the difficulty of the company's defense of management control could increase further. Hanwha holds 7.7% of Korea Zinc's equity as a major shareholder. It delegated voting rights and did not attend this meeting, and the industry is circulating talk that it will pursue a sale. Hanwha has officially denied this, however.