HF Foods Adopts Poison Pill Days After CEO Lost Director Vote
Contested
Company Background
HF Foods Group (Nasdaq: HFFG) is a Delaware corporation with a market capitalization of approximately $101.6 million. Xi "Felix" Lin serves as President and Chief Executive Officer. The company held its 2026 annual meeting on June 5 with a notably high 82% of shares represented — 44,025,014 shares in person or by proxy.
The meeting produced an unusually broad rebuke of management across multiple proposals. Two of the four director nominees failed to win majority support. The advisory say-on-pay vote on 2025 executive compensation also failed. Shareholders separately expressed a preference for annual future say-on-pay votes, a signal of continued scrutiny.
Despite the vote outcomes, the Nominating and Governance Committee and the board determined that both failed nominees should remain. That decision, and the reasoning offered to support it, set the stage for what happened a week later.
What Was Disclosed
A Preferred Stock Rights Agreement — commonly known as a poison pill — was entered into on June 12, 2026, between HF Foods and Equiniti Trust Company, LLC, as rights agent. The board declared a dividend of one right per outstanding share of common stock, with a record date of June 22, 2026. Each right entitles the holder to purchase one one-thousandth of a share of newly designated Series AA Participating Preferred Stock at an exercise price of $9.55, subject to adjustment.