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Elon Musk wins Tesla shareholders’ battle to keep his record salary
Tesla (TSLA) shareholders re-approved Elon Musk’s record pay pact and signed a new Texas incorporation in a show of support for the CEO as he fights legal battles on multiple fronts.
“Damn, I love you guys,” Musk said after the votes were tabulated while speaking at the company’s annual shareholder meeting in Austin, Texas.
Tesla said 72% of shareholder votes, excluding Musk and his brother Kimbal, were in favor of a US$56 billion compensation package that was granted in 2018 and after overturned this year by a Delaware judge. That payment plan is now valued at about $48 billion.
The wage pact received 73% support when it was first granted six years ago.
The vote count was 84% for reincorporation in Texas rather than Delaware – a move taken in reaction to January’s ruling against Musk’s payout. This total also excluded shares held by Musk and his brother.
Musk said Friday on X, the social media platform formerly known as Twitter that he owns, that he would send a cake to Delaware with the Latin phrase “Vox Populi, Vox Dei” as a “parting gift.”
Tesla shares were little changed in premarket trading on Friday and fell 1% in early trading. It rose 3% during market hours Thursday after Musk predicted that final outcome, saying both proposals were “passing by wide margins.”
Musk became the latest of many bosses this year who have successfully defeated attempts to reduce their pay.
Only two of the 340 companies that held such shareholder votes as of June 6 had their executive compensation packages rejected, according to ISS-Corporate. This 0.6% failure rate is lower than any full year since 2020.
But Thursday’s results may not mean the end of the corporate governance drama at Tesla.
On the one hand, shareholders dissatisfied with the result will be able to challenge its legality before the same Delaware court that annulled Musk’s payment earlier this year.
A shareholder already filed a lawsuit last week in that state challenging Tesla’s wage and redomestication proposals, alleging that Musk used “forceful and coercive tactics” in his efforts to persuade shareholders to ratify the proposals.
“Tesla is likely to end up back in Delaware courts defending the package against lawsuits,” Jerry Comíziobusiness law professor at American University’s Washington College of Law, told Yahoo Finance.
The story continues
Comizio said shareholders can argue that the process that led to Thursday’s vote suffered from the same type of disclosure, corporate governance and fiduciary duty deficiencies that led the Delaware judge to invalidate the 2018 vote.
Elon Musk arrives at an awards ceremony in April at the Academy Museum of Motion Pictures in Los Angeles. (Photo by Jordan Strauss/Invision/AP) (Jordan Strauss/Invision/AP)
Delaware Judge Kathaleen McCormick ruled that Tesla’s board did not act “in Tesla’s best interests” shareholders in approving the US$56 billion deal.
The central thrust of the McCormick decision, according to the corporate law professor at Case Western Reserve University School of Law Anat Alon Beckwas that Tesla’s board failed to follow proper procedures and disclosures or address various conflicts of interest with Musk.
“They always had the opportunity to do this, but they chose not to,” Alon-Beck said. “Instead, they materially failed to meet the shareholder disclosure obligations that have been the central tenants of Delaware law for decades.”
But corporate governance and compensation lawyer Bob Lamm said it’s possible the company disclosed enough this time to protect itself from additional litigation.
“You can’t disclose everything,” Lamm said. “At some point, the court is going to have to say, ‘Tesla, you did your job.’”
‘Motivating’ musk
O ongoing drama surrounding the vote intensified in recent weeks when Tesla President Robyn Denholm and Musk defended with strength for a newly submitted pay package that was similar to the original 2018 award invalidated by the judge.
Publicly, Denholm presented an open letter asking for shareholder approval of Musk’s compensation package.
“Fairness and respect demand that we honor the collective commitment we made to Elon – a commitment that was, and fundamentally still is, about retaining Elon’s attention and motivating him to focus on achieving amazing growth for our company. “ Denholm wrote in your letter.
Denholm’s choice of words – “retain Elon’s attention and motivate him” – raised eyebrows, as most independent board chairs generally do not write open letters asking for shareholder approval of management compensation packages, much less claiming that compensation is necessary to keep the CEO motivated.
Even before the 2018 pay package was invalidated by the Delaware court, Musk threatened shareholders about their divided attention given that he is in charge of or spends a significant amount of time at SpaceX, X.com (formerly Twitter) and Boring Co., among other ventures.
“I’m not comfortable making Tesla a leader in AI and robotics without having 25% voting control. Enough to be influential, but not so much that it can’t be overturned.” Musk said on his X account in January. “Unless that’s the case, I would prefer to build products outside of Tesla.”
Tesla Chairman Robyn Denholm. (Photo by Alex Ellinghausen/Sydney Morning Herald via Getty Images) (Fairfax Media via Getty Images)
Case in point: Tesla recently had to deal with reports that Musk ordered Nvidia (NVDA) AI chips aimed at Tesla be diverted for X.com. Musk defended the movement after the report was released, claiming that Tesla did not have space to use the chips and otherwise they would have sat in a warehouse.
In the days leading up to the vote, there were even more legal distractions for Musk and Tesla.
On Tuesday night, the Employees’ Retirement System of Rhode Island (ERSRI) filed another lawsuit in Delaware accusing Musk and his brother Kimbal Musk. of selling a total of US$30 billion in shares using inside information – both of whom knew that the proceeds would be used to finance Elon’s purchase of Twitter (now X) and that two brothers were also aware that Tesla’s vehicle deliveries had fallen short of projections.
The Wall Street Journal also published a story on Tuesday night alleging that Musk had several inappropriate relationships with employees at SpaceX, the rocket and spacecraft company that Musk founded and where he still serves as CEO.
Then, separately, on Wednesday, eight former SpaceX employees filed a lawsuit against Musk for sexual harassment and retaliation in California state court, alleging that Musk created a “hostile and undesirable work environment” based on his behavior, among other allegations.
‘Key man risk’
Apparently, Musk was involved in some efforts to bring large shareholders to Tesla’s side.
He supposedly participated in recent meetings with proxy consultant Glass Lewis and money management giants Vanguard Group, State Street (STT) and BlackRock (BLACK), all of them among Tesla’s top five institutional holders.
Glass Lewis and another proxy advisor, ISS, recommended that shareholders vote against the compensation.
But Tesla’s lobbying campaign has apparently been successful with at least some of these gargantuan investors. The New York Times reported Thursday that both BlackRock and Vanguard voted in favor of the pay package.
This time, Tesla shareholders had a little more information than they did before the vote on Musk’s salary six years ago.
At that time in 2018, no one knew that Musk would meet all of the deal’s revenue and operational milestones that unlocked his right to buy Tesla options for $70.
If Musk had not been able to meet growing revenue and market capitalization requirements, his CEO compensation based on stock options would have been zero.
He said on Thursday, in response to a question asked at the shareholder meeting, that he should own Tesla shares for five years.
“It’s not really money and I can’t run away, nor do I want to,” he said.
There were some smaller shareholder groups this went against Musk’s pay package, as well as a big one: Norway’s $1.7 trillion sovereign wealth fund.
“We remain concerned about the total size of the award, the structure given to performance triggers, dilution and the lack of key person risk mitigation,” Norges Bank Investment Management (NBIM) said. the fund operator said.
Thanks.
Thank you to everyone who voted.
And those who still can’t do it, will do it next time. I will do everything in my power to help.Your votes will help remedy a true injustice. And it’s just the beginning.
Don’t Mess With Tesla Retail Shareholders ❣️ pic.twitter.com/T6la80aGhO
– Ale𝕏andra Merz (@TeslaBoomerMama) June 13, 2024
The fund, which also opposed Musk’s pay package in 2018, holds a $5.6 billion stake, comprising 31.57 million shares, or 0.99% of all shares outstanding, making it Tesla’s seventh-largest shareholder, per Capital IQ.
And the California State Teachers’ Retirement System (CalSTRS) also said he would vote against Musk’s pay package, with the pension fund’s chief investment officer telling CNBC the stock awards were “ridiculous.” CalSTRS owns about 4.7 million Tesla shares.
But some Musk supporters doubled down on the argument that his presence is necessary for Tesla’s future.
Long-time Tesla shareholder Baillie Gifford said he would vote for of Musk’s package, according to Bloomberg sources, with the argument that the package was in line with shareholder returns.
“Elon is the ultimate ‘key man’ of key man risk,” billionaire Tesla investor Ron Baron wrote last week in an open letter defending the approval of the salary package. “Without his tireless drive and uncompromising standards, there would be no Tesla.”
Some small shareholders took to social media to drum up votes and support for Musk. Someone posting on X as @TeslaBoomerMama said Thursday, before the final vote was announced, that “your votes will help remedy a true injustice.”
“Don’t mess with Tesla’s retail shareholders.”
Correction: An earlier version of this article misspelled attorney Bob Lamm’s name. We regret the error.
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Modiv Industrial to release Q2 2024 financial results on August 6
RENO, Nev., August 1, 2024–(BUSINESS THREAD)–Modiv Industrial, Inc. (“Modiv” or the “Company”) (NYSE:MDV), the only public REIT focused exclusively on the acquisition of industrial real estate properties, today announced that it will release second quarter 2024 financial results for the quarter ended June 30, 2024 before the market opens on Tuesday, August 6, 2024. Management will host a conference call the same day at 7:30 a.m. Pacific Time (10:30 a.m. Eastern Time) to discuss the results.
Live conference call: 1-877-407-0789 or 1-201-689-8562 at 7:30 a.m. Pacific Time Tuesday, August 6.
Internet broadcast: To listen to the webcast, live or archived, use this link https://callme.viavid.com/viavid/?callme=true&passcode=13740174&h=true&info=company&r=true&B=6 or visit the investor relations page of the Modiv website at www.modiv.com.
About Modiv Industrial
Modiv Industrial, Inc. is an internally managed REIT focused on single-tenant net-leased industrial manufacturing real estate. The company actively acquires critical industrial manufacturing properties with long-term leases to tenants that fuel the national economy and strengthen the nation’s supply chains. For more information, visit: www.modiv.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240731628803/en/
Contacts
Investor Inquiries:
management@modiv.com
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Volta Finance Limited – Director/PDMR Shareholding
Volta Finance Limited
Volta Finance Limited (VTA/VTAS)
Notification of transactions by directors, persons exercising managerial functions
responsibilities and people closely associated with them
NOT FOR DISCLOSURE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN THE UNITED STATES
*****
Guernsey, 1 August 2024
Pursuant to announcements made on 5 April 2019 and 26 June 2020 relating to changes to the payment of directors’ fees, Volta Finance Limited (the “Company” or “Volta”) purchased 3,380 no par value ordinary shares of the Company (“Ordinary Shares”) at an average price of €5.2 per share.
Each director receives 30% of his or her director’s fee for any year in the form of shares, which he or she is required to hold for a period of not less than one year from the respective date of issue.
The shares will be issued to the Directors, who for the purposes of Regulation (EU) No 596/2014 on Market Abuse (“March“) are “people who exercise managerial responsibilities” (a “PDMR“).
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Dagmar Kershaw, Chairman and MDMR for purposes of MAR, has acquired an additional 1,040 Common Shares in the Company. Following the settlement of this transaction, Ms. Kershaw will have an interest in 12,838 Common Shares, representing 0.03% of the Company’s issued shares;
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Stephen Le Page, a Director and a PDMR for MAR purposes, has acquired an additional 728 Ordinary Shares in the Company. Following the settlement of this transaction, Mr. Le Page will have an interest in 50,562 Ordinary Shares, representing 0.14% of the issued shares of the Company;
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Yedau Ogoundele, Director and a PDMR for the purposes of MAR has acquired an additional 728 Ordinary Shares in the Company. Following the settlement of this transaction, Ms. Ogoundele will have an interest in 6,862 Ordinary Shares, representing 0.02% of the issued shares of the Company; and
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Joanne Peacegood, Director and PDMR for MAR purposes has acquired an additional 884 Ordinary Shares in the Company. Following the settlement of this transaction, Ms. Peacegood will have an interest in 3,505 Ordinary Shares, representing 0.01% of the issued shares of the Company;
The notifications below, made in accordance with the requirements of the MAR, provide further details in relation to the above transactions:
a) Dagmar Kershaw |
b) Stephen LePage |
c) Yedau Ogoundele |
e) Joanne Pazgood |
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a. Position/status |
Director |
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b. Initial Notification/Amendment |
Initial notification |
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|
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a name |
Volta Finance Limited |
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b. LAW |
2138004N6QDNAZ2V3W80 |
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a. Description of the financial instrument, type of instrument |
Ordinary actions |
|||||
b. Identification code |
GG00B1GHHH78 |
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c. Nature of the transaction |
Acquisition and Allocation of Common Shares in Relation to Partial Payment of Directors’ Fees for the Quarter Ended July 31, 2024 |
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d. Price(s) |
€5.2 per share |
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e. Volume(s) |
Total: 3380 |
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f. Transaction date |
August 1, 2024 |
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g. Location of transaction |
At the Market – London |
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The) |
B) |
w) |
It is) |
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Aggregate Volume: Price: |
Aggregate Volume: Price: |
Aggregate Volume: Price: |
Aggregate Volume: Price: |
CONTACTS
For the investment manager
AXA Investment Managers Paris
Francois Touati
francois.touati@axa-im.com
+33 (0) 1 44 45 80 22
Olivier Pons
Olivier.pons@axa-im.com
+33 (0) 1 44 45 87 30
Company Secretary and Administrator
BNP Paribas SA, Guernsey branch
guernsey.bp2s.volta.cosec@bnpparibas.com
+44 (0) 1481 750 853
Corporate Broker
Cavendish Securities plc
Andre Worn Out
Daniel Balabanoff
+44 (0) 20 7397 8900
*****
ABOUT VOLTA FINANCE LIMITED
Volta Finance Limited is incorporated in Guernsey under the Companies (Guernsey) Law, 2008 (as amended) and listed on Euronext Amsterdam and the Main Market of the London Stock Exchange for listed securities. Volta’s home member state for the purposes of the EU Transparency Directive is the Netherlands. As such, Volta is subject to the regulation and supervision of the AFM, which is the regulator of the financial markets in the Netherlands.
Volta’s investment objectives are to preserve its capital throughout the credit cycle and to provide a stable income stream to its shareholders through dividends that it expects to distribute quarterly. The company currently seeks to achieve its investment objectives by seeking exposure predominantly to CLOs and similar asset classes. A more diversified investment strategy in structured finance assets may be pursued opportunistically. The company has appointed AXA Investment Managers Paris, an investment management firm with a division specializing in structured credit, to manage the investment portfolio of all of its assets.
*****
ABOUT AXA INVESTMENT MANAGERS
AXA Investment Managers (AXA IM) is a multi-specialist asset management firm within the AXA Group, a global leader in financial protection and wealth management. AXA IM is one of the largest European-based asset managers with 2,700 professionals and €844 billion in assets under management at the end of December 2023.
*****
This press release is issued by AXA Investment Managers Paris (“AXA IM”) in its capacity as alternative investment fund manager (within the meaning of Directive 2011/61/EU, the “AIFM Directive”) of Volta Finance Limited (“Volta Finance”), the portfolio of which is managed by AXA IM.
This press release is for information only and does not constitute an invitation or inducement to purchase shares of Volta Finance. Its circulation may be prohibited in certain jurisdictions and no recipient may circulate copies of this document in violation of such limitations or restrictions. This document is not an offer to sell the securities referred to herein in the United States or to persons who are “U.S. persons” for purposes of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or otherwise in circumstances where such an offering would be restricted by applicable law. Such securities may not be sold in the United States absent registration or an exemption from registration under the Securities Act. Volta Finance does not intend to register any part of the offering of such securities in the United States or to conduct a public offering of such securities in the United States.
*****
This communication is being distributed to, and is directed only at, (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities referred to herein are available only to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will be made only to, relevant persons. Any person who is not a relevant person should not act on or rely on this document or any of its contents. Past performance should not be relied upon as a guide to future performance.
*****
This press release contains statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes”, “anticipates”, “expects”, “intends”, “is/are expected”, “may”, “will” or “should”. They include statements about the level of the dividend, the current market environment and its impact on the long-term return on Volta Finance’s investments. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that such forward-looking statements are not guarantees of future performance. Actual results, portfolio composition and performance of Volta Finance may differ materially from the impression created by the forward-looking statements. AXA IM undertakes no obligation to publicly update or revise forward-looking statements.
Any target information is based on certain assumptions as to future events that may not materialize. Due to the uncertainty surrounding these future events, targets are not intended to be and should not be considered to be profits or earnings or any other type of forecast. There can be no assurance that any of these targets will be achieved. Furthermore, no assurance can be given that the investment objective will be achieved.
Figures provided which relate to past months or years and past performance cannot be considered as a guide to future performance or construed as a reliable indicator as to future performance. Throughout this review, the citation of specific trades or strategies is intended to illustrate some of Volta Finance’s investment methodologies and philosophies as implemented by AXA IM. The historical success or AXA IM’s belief in the future success of any such trade or strategy is not indicative of, and has no bearing on, future results.
The valuation of financial assets may vary significantly from the prices that AXA IM could obtain if it sought to liquidate the positions on Volta Finance’s behalf due to market conditions and the general economic environment. Such valuations do not constitute a fairness or similar opinion and should not be relied upon as such.
Publisher: AXA INVESTMENT MANAGERS PARIS, a company incorporated under the laws of France, with registered office at Tour Majunga, 6, Place de la Pyramide – 92800 Puteaux. AXA IMP is authorized by Autorité des Marchés Financiers under registration number GP92008 as an alternative investment fund manager within the meaning of the AIFM Directive.
*****
News
Apple to report third-quarter earnings as Wall Street eyes China sales
Litter (AAPL) is set to report its fiscal third-quarter earnings after the market closes on Thursday, and unlike the rest of its tech peers, the main story won’t be about the rise of AI.
Instead, analysts and investors will be keeping a close eye on iPhone sales in China and whether Apple has managed to stem the tide of users switching to domestic rivals including Huawei.
For the quarter, analysts expect Apple to report earnings per share (EPS) of $1.35 on revenue of $84.4 billion, according to estimates compiled by Bloomberg. Apple saw EPS of $1.26 on revenue of $81.7 billion in the same period last year.
Apple shares are up about 18.6% year to date despite a rocky start to the year, thanks in part to the impact of the company’s Worldwide Developer Conference (WWDC) in May, where showed off its Apple Intelligence software.
But the big question on investors’ minds is whether iPhone sales have risen or fallen in China. Apple has struggled with slowing phone sales in the region, with the company noting an 8% decline in sales in the second quarter as local rivals including Huawei and Xiaomi gain market share.
Apple CEO Tim Cook delivers remarks at the start of the Apple Worldwide Developers Conference (WWDC). (Photo by Justin Sullivan/Getty Images) (Justin Sullivan via Getty Images)
And while some analysts, such as JPMorgan’s Samik Chatterjee, believe sales in Greater China, which includes mainland China, Hong Kong, Singapore and Taiwan, rose in the third quarter, others, including David Vogt of UBS Global Research, say sales likely fell about 6%.
Analysts surveyed by Bloomberg say Apple will report revenue of $15.2 billion in Greater China, down 3.1% from the same quarter last year, when Apple reported revenue of $15.7 billion in China. Overall iPhone sales are expected to reach $38.9 billion, down 1.8% year over year from the $39.6 billion Apple saw in the third quarter of 2023.
But Apple is expected to make up for those declines in other areas, including Services and iPad sales. Services revenue is expected to reach $23.9 billion in the quarter, up from $21.2 billion in the third quarter of 2023, while iPad sales are expected to reach $6.6 billion, up from the $5.7 billion the segment brought in in the same period last year. Those iPad sales projections come after Apple launched its latest iPad models this year, including a new iPad Pro lineup powered by the company’s M4 chip.
Mac revenue is also expected to grow modestly in the quarter, versus a 7.3% decline last year. Sales of wearables, which include the Apple Watch and AirPods, however, are expected to decline 5.9% year over year.
In addition to Apple’s revenue numbers, analysts and investors will be listening closely for any commentary on the company’s software launches. Apple Intelligence beta for developers earlier this week.
The story continues
The software, which is powered by Apple’s generative AI technology, is expected to arrive on iPhones, iPads and Macs later this fall, though according to Bloomberg’s Marc GurmanIt won’t arrive alongside the new iPhone in September. Instead, it’s expected to arrive on Apple devices sometime in October.
Analysts are divided on the potential impact of Apple Intelligence on iPhone sales next year, with some saying the software will kick off a new iPhone sales supercycle and others offering more pessimistic expectations about the technology’s effect on Apple’s profits.
It’s important to note that Apple Intelligence is only compatible with the iPhone 15 Pro and newer phones, ensuring that all users desperate to get their hands on the tech will have to upgrade to a newer, more powerful phone as soon as it is available.
Either way, if Apple wants to make Apple Intelligence a success, it will need to ensure it has the features that will make customers excited to take advantage of the offering.
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Email Daniel Howley at dhowley@yahoofinance.com. Follow him on Twitter at @DanielHowley.
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Number of Americans filing for unemployment benefits hits highest level in a year
The number of Americans filing for unemployment benefits hit its highest level in a year last week, even as the job market remains surprisingly healthy in an era of high interest rates.
Jobless claims for the week ending July 27 rose 14,000 to 249,000 from 235,000 the previous week, the Labor Department said Thursday. It’s the highest number since the first week of August last year and the 10th straight week that claims have been above 220,000. Before that period, claims had remained below that level in all but three weeks this year.
Weekly jobless claims are widely considered representative of layoffs, and while they have been slightly higher in recent months, they remain at historically healthy levels.
Strong consumer demand and a resilient labor market helped avert a recession that many economists predicted during the Federal Reserve’s prolonged wave of rate hikes that began in March 2022.
As inflation continues to declinethe Fed’s goal of a soft landing — reducing inflation without causing a recession and mass layoffs — appears to be within reach.
On Wednesday, the Fed left your reference rate aloneBut officials have strongly suggested a cut could come in September if the data stays on its recent trajectory. And recent labor market data suggests some weakening.
The unemployment rate rose to 4.1% in June, despite the fact that American employers added 206,000 jobs. U.S. job openings also fell slightly last month. Add that to the rise in layoffs, and the Fed could be poised to cut interest rates next month, as most analysts expect.
The four-week average of claims, which smooths out some of the weekly ups and downs, rose by 2,500 to 238,000.
The total number of Americans receiving unemployment benefits in the week of July 20 jumped by 33,000 to 1.88 million. The four-week average for continuing claims rose to 1,857,000, the highest since December 2021.
Continuing claims have been rising in recent months, suggesting that some Americans receiving unemployment benefits are finding it harder to get jobs.
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