Burford Capital urges shareholders to re-elect directors

NEW YORK - Burford Capital Limited, a company specializing in legal finance, is urging its shareholders to re-elect two directors, Christopher Halmy and Robert Gillespie, despite a recommendation by Institutional Shareholder Services (ISS) to vote against their re-election. The appeal, outlined in additional proxy materials released on April 28, 2025, follows ISS’s critique of the company’s internal financial control since FY2021.

ISS cited the company’s ineffective internal control over financial reporting and the audit committee’s insufficient oversight as reasons for its recommendation. However, Burford Capital asserts that ISS has conflated unrelated issues and that the material weakness reported does not reflect misstatements in the consolidated financial statements. The company also noted that Glass Lewis (JO:LEWJ), another shareholder advisory firm, supports the re-election of both directors.

The two directors in question have been instrumental in key corporate milestones, including Burford’s listing on the New York Stock Exchange and the transition to reporting under US generally accepted accounting principles. The company credits them for engaging with the SEC to modify Burford’s valuation approach, which it says has solidified its position in the legal finance industry.

In the same statement, Burford Capital addressed ISS’s recommendation to vote against executive compensation due to the use of carried interest allocations. The company defended its compensation model, arguing that it aligns management’s interests with those of shareholders by rewarding profitable cash flow without relying on fair value or accounting movements.

Christopher Halmy, who joined the board in May 2022, has a background in finance, including a role as Chief Financial Officer of Ally Financial (NYSE:ALLY) Inc. Robert Gillespie, on the board since May 2020, brings extensive experience from his career in investment banking and various board positions.

Burford Capital’s additional proxy materials were released in response to ISS’s recommendations and are part of the company’s efforts to secure shareholder votes in favor of their proposed actions. The information is based on a press release statement from Burford Capital Limited.

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