13D Weekly Report - Feb 26, 2024 to Mar 1, 2024

Key Summary: On Feb 22, 2024, Petrus Advisers (5.6%) urged conducting an investor day, accelerating buybacks, initiating a strategic review, and refreshing the Board with independent candidates.

Market Cap: $1.8 billion | Criteo S.A., a technology company, provides marketing and monetization services on the open Internet in North and South America, Europe, the Middle East, Africa, and the Asia-Pacific.

On February 22, 2024, Petrus Advisers Ltd (5.6%) sent a letter to the company urging them to conduct an investor day, accelerate share buybacks, initiate a strategic review, and refresh the Board with independent candidates. They stated that depending on market dynamics and outcomes of discussions, they may pursue changes to the Board composition at the next general meeting.

Echo Lake Capital Urges NeuroMetrix (NURO) Liquidation for Shareholder Value

Key Summary: On Feb 27, 2024, Ephraim Fields, Echo Lake Capital (9.3%), urged NeuroMetrix's Board to address its significant undervaluation. He advocates for immediate liquidation and seeks management's cooperation in announcing a liquidation plan to maximize shareholder value.

Market Cap: $4 million | NeuroMetrix, Inc., a commercial stage neurotechnology company, engages in designing, building, and marketing medical devices that stimulate and analyze nerve response for diagnostic and therapeutic purposes in the United States, Europe, Japan, China, the Middle East, and Mexico.

On February 27, 2024, Ephraim Fields, Echo Lake Capital (9.3%) sent a letter to the Board stating that, "As of December 31, 2023, NeuroMetrix holds approximately $18.0 million in net cash, equating to about $12.00 per share, yet its stock trades at $3.50 per share, a 70% discount to its net cash value. This substantial undervaluation is attributed to perceived misalignment with shareholders' interests, evidenced by management's limited share ownership and questionable decisions, such as issuing shares at discounted prices and initiating a dual mandate strategic review." Echo Lake Capital urges immediate liquidation, citing the company's small size, uncertain growth prospects, excessive corporate overhead, and lack of shareholder confidence. They oppose a potential merger, advocating instead for full capital return to shareholders. Echo Lake Capital hopes for management's cooperation in announcing a liquidation plan to maximize shareholder value, expressing readiness for further action if necessary.

Ancora Nominates Four Independent Director Candidates and Urges Orderly CEO Succession at Elanco Animal Health (ELAN)

Key Summary: On Feb 29, 2024, Ancora nominated four candidates to the Board. In an Oct 2021 Active-Passive Investor Summit, Starboard suggested Elanco could create value through improved operations, boosting shareholder confidence and valuation. In Dec 13, 2020, the company entered a cooperation agreement with Sachem Head (5.9%), appointing three new directors to the Board, including Scott Ferguson.

Market Cap: $7.8 billion | Elanco Animal Health Incorporated, an animal health company, innovates, develops, manufactures, and markets products for companion and food animals.

On February 29, 2024, Ancora (3%) issued an Investor Presentation titled, “Overview: The Case for Change at Elanco’s 2024 Annual Meeting,” It has nominated four independent candidates for the company's Board of Directors at the 2024 AGM. Ancora highlighted concerns about the Board's insularity and the CEO's lack of accountability, despite the company's potential for value creation.

Past

On December 13, 2020, the company entered into a cooperation agreement with Sachem Head (5.9%) and pursuant to it, the company appointed three new directors to the Board. Scott Ferguson, managing partner of Sachem Head Capital Management, was one among them.
In an October 2021 Active-Passive Investor Summit, Starboard issued a presentation stating that Elanco can create substantial value for shareholders through improved operational execution, which will inspire greater confidence from shareholders, and lead to an improved valuation multiple.

American Federation of Labor and Congress of Industrial Organizations urged shareholders of Warrior Met Coal (HCC) to back 5 governance proposals

Key Summary: On Feb 29, 2024, AFL-CIO urged shareholders to back 5 governance proposals, including approval for poison pills and golden parachutes.

Market Cap: $3 billion | Warrior Met Coal, Inc. produces and exports non-thermal metallurgical coal for the steel industry.

On February 29, 2024, American Federation of Labor and Congress of Industrial Organizations (the “AFL-CIO”) issued a letter to the shareholders of the company urging them to support five governance proposals, including requiring approval for actions like poison pills and golden parachutes. These changes aim to address underperformance exacerbated by a costly strike in 2021, highlighting the need for improved corporate governance and accountability.

Choice Hotels urged shareholders of Wyndham Hotels & Resorts (WH) to vote on governance proposals

Key Summary: On February 27, 2024, Choice Hotels urged shareholders to vote on governance proposals for the 2024 annual meeting.

Market Cap: $6 billion | Wyndham Hotels & Resorts, Inc. operates as a hotel franchisor in the United States and internationally.

On February 27, 2024, Choice Hotels International, Inc. urged the shareholders to vote on governance proposals at the 2024 annual meeting. The proposals included electing new board members and repealing certain bylaws without shareholder approval. Choice sought to vote proxies in favor of its nominees and proposals, promoting better corporate governance. Additionally, Choice nominated alternate candidates and reserved the right to nominate additional individuals if needed. Source

BOARD SEAT/ AGM RESULTS

Indaba Capital Management reaches agreement with ON24 (ONTF)

Key Summary: Indaba Capital urges board action to boost stock price and oversight. In Feb 2024, Letter Agreement secures Ronald P. Mitchell's board seat until 2025 AGM. Lynrock Lake in talks with company to enhance board composition

Market Cap: $297 million | ON24, Inc. provides a cloud-based digital experience platform that enables businesses to convert customer engagement into revenue through interactive webinar, virtual event, and multimedia content experiences worldwide.

Indaba Capital Management

On December 20, 2022, Indaba Capital Management (8.8%) stated its belief that the Board needs to urgently take proactive measures to improve the company’s stock price, balance sheet and valuation, including by exploring bold capital allocation decisions, and intends to actively engage with the Board regarding ways to unlock shareholder value. Indaba Capital urges the Board to improve their oversight of management, engage directly with the stockholder base and demonstrate greater responsiveness to stockholder input. Source
On March 11, 2023, Indaba entered into a Cooperation Agreement with the company, appointing Ronald P. Mitchell as a Class I director until the 2025 AGM, Cynthia Paul as a Class II director until the 2023 AGM, and expanding its capital return program by $25 million, with a $50 million special cash dividend planned for Q2 2023 and the remaining $75 million to be returned within 12 months. Source
On February 22, 2024, Indaba Capital Management (10.2%) entered into a Letter Agreement with the company. Pursuant to the Letter Agreement, the company agreed to take all actions necessary to ensure that Ronald P. Mitchell will continue serving on the Board and as a member of the Nominating and Corporate Governance Committee of the Board until the 2025 AGM. Source

Lynrock Lake

On February 14, 2023, Lynrock Lake (15.3%) stated that in light of a press release issued by another shareholder on February 8, 2023, urging the company to add a shareholder representative to its board of directors, a director of the company invited Ms. Paul, Lynrock Lake, to have a discussion. The two parties discussed the composition of the board in an effort to enhance value for all shareholders. Source

Fund 1 Investments reached agreement with BJ's Restaurants's (BJRI)

Key Summary:  Fund 1 Investments filed SC 13D on Jan 18, 2024, citing undervalued shares, cost issues, and seeking strategic changes. On Feb 27, 2024, it reached an agreement with the company.

Market Cap: $814 million | BJ's Restaurants, Inc. owns and operates casual dining restaurants in the United States.

Background

On January 18, 2024, Fund 1 Investments (9.5%) stated that the shares are undervalued with potential for value maximization. They are skeptical of company's standalone strategy and unaddressed cost issues, prompting a Schedule 13D filing to push for strategic alternatives, including a potential sale. They plan to engage with the management and Board on operations, structure, and potential strategic transactions. Source

Update

On February 27, 2024, the company and Fund 1 Investments signed a Cooperation Agreement. Pursuant to it, the Board expanded to twelve directors, appointing C. Bradford Richmond, whose term ends at the 2024 Annual Meeting.

Shareholders re-elected all the Ocean Power Technologies' (OPTT) director nominees to the Board.

Key Summary:  Paragon Technologies (3.9%) has raised concerns about Ocean Technologies' financials and initiated legal action following the company's declaration of their nomination letter as invalid. Despite Paragon continuing to seek votes for its nominees, the company has urged shareholders to ignore the nomination letter, stating that such votes will not be counted. On Feb 8, 2024, Paragon Tech criticized OPTT's annual meeting delays due to quorum issues. At the AGM held on Feb 28, 2024, company's nominees were re-elected to the Board.

Market Cap: $18 million | Ocean Power Technologies, Inc. develops and commercializes proprietary systems that generate electricity by harnessing the renewable energy of ocean waves in North America, South America, Europe, and Asia..

Background

On July 7, 2023, Paragon Technologies (3.9%) provided a letter to the stockholders with respect to its views regarding the Company’s financial condition and the performance of the board. It expressed its concerns about the company's ongoing cash burn and lack of a coherent plan for profitability. It highlighted the company's history of net losses since its inception in 1994, declining share price, failed commercialization efforts, and high operating expenses. Paragon intends to provide a slate of director nominees with the aim of reducing losses, addressing the cash burn, and implementing a go-to-market strategy to create profitable operations at the company.
On July 14, 2023, Paragon Technologies (4%) expressed its concerns about alleged wrongdoing and mismanagement by the board and management. It has requested access to the company's records and will pursue litigation if the board does not comply. Furthermore, it stated that it may make binding or non-binding stockholder proposals or may nominate one or more individuals as nominees for election to the board. Source
On July 17, 2023, Paragon sent an Inspection Demand to the company, requesting access to the company's books and records for the purpose of investigating apparent wrongdoing and/or mismanagement by the Board and/or management. Source
On July 27, 2023, Paragon filed a complaint in the Delaware Court of Chancery to enforce for inspecting Company's books and records.
On August 2, 2023, Paragon Technologies, Inc. issued a press release regarding the company, demanding clear explanations from the board on how the company will fund operations beyond July 31, 2024.
On August 11, 2023, Paragon Technologies (4%) calls on the company to REFRAIN from ALL future equity share sales that will dilute shareholders and immediately announce a significant cost cutting plan to demonstrate the Board’s commitment to protecting shareholder value. Source
On August 25, 2023, Paragon demands corporate governance adherence and shareholder value enhancement, urging to:
- Reinstate the Company’s bylaws to their original form prior to Paragon’s calling out the Company’s worsening financial performance
- Terminate the Company’s poison pill and grant Paragon its limited waiver
- Allow Paragon, as is Paragon’s right as a shareholder, to examine the Company’s books and records
- Reconstitute its Board to appoint Paragon’s directors to the Company’s Board.
  Source
On August 25, 2023, Paragon Technologies notified its intent to nominate five directors for the company's board at the 2023 annual meeting. On August 29, 2023, Paragon Technologies submitted a second request for an exemption related to the "Section 382 Tax Benefits Preservation Plan" adopted by the company's board on June 29, 2023, limiting ownership to 19.9% of the company's outstanding shares. The company's board has not responded to these exemption requests. Source
On October 9, 2023, Paragon Technologies stated that it has initiated legal action against the board and CEO for alleged breach of fiduciary duties. They sought to appoint three directors to the board and requested an exemption from poison pill provision. Paragon criticized the management for self-serving actions and misleading statements. Source
On October 20, 2023, the Delaware Court of Chancery ruled in favor of Paragon Technologies (OTC PINK:PGNT), ordering Ocean Power Technologies (OPT) to provide Paragon with certain books and records for an investigation. Paragon had made a books and records demand on July 17, 2023, which OPT initially refused, leading to litigation. During the trial, Paragon raised concerns about OPT's financial losses, expenses, and director/officer compensation, as well as actions by OPT's board seemingly aimed at interfering with Paragon's efforts to elect new directors. The Court found that Paragon had a credible basis to suspect wrongdoing and rejected OPT's claim of an improper motive for the demand. Sham Gad, Chairman of Paragon, expressed satisfaction with the decision and urged OPT to work constructively with shareholders. Source
On October 24, 2023, Paragon Technologies sent a letter to the independent directors of the company, raising concerns about recent decisions made by the board. The letter questioned whether the actions taken by the directors are in the best interest of shareholders and suggests that these actions may be aimed at preventing certain director candidates from being presented to shareholders. Paragon highlights several actions, including the adoption of new by-laws, the implementation of a poison pill, engagement of multiple law firms and a proxy defence firm, and the refusal to provide access to company records. Paragon calls for transparency and questions the board's spending decisions in light of OPT's financial situation.
On November 13, 2023, Paragon Technologies notified the Company that Robert J. Tannor notified them of his withdrawal as a nominee, due to health reasons that he is still recovering from, for election to the Company’s board of directors at the Company’s 2023 AGM. Paragon Technologies intends to proceed to nominate the four other candidates previously notified to the Company. Source
On November 17, 2023, a Delaware Chancery Court ruling and evidence suggest a gap between OPT's public statements and financial reality. Paragon calls on OPT to implement a substantial cost-cutting plan and cease issuing equity to safeguard shareholder interests. Source
On November 28, 2023, Paragon Technologies filed proxy materials seeking support for its nominees.
On November 30, 2023, the Delaware Court of Chancery denied Paragon's request for injunctive relief filed on October 9, 2023. As a result, Paragon's nominations and exemption request remain rejected, and they cannot nominate their candidates for the OPT Board at the 2023 Annual Meeting. Source
On December 4, 2023, Paragon Technologies stated that it intends to move forward with its election contest at the Company’s 2023 annual meeting of shareholders (scheduled by the Company to be held on January 31, 2024) and intends to nominate its four director candidates at the annual meeting. Source
On December 11, 2023, Paragon Technologies reiterated its concerns and urges shareholders to vote for its nominees. Source
On December 18, 2023, Paragon Technologies reiterated its concerns and urges shareholders to vote for its nominees. Source
On December 21, 2023, the company announced shareholders may receive materials from Paragon Technologies but advised discarding them, as votes for Paragon's nominees on the blue proxy card will not be counted
On December 29, 2023, Paragon Technologies reiterated its concerns and urges shareholders to vote for its nominees. Source
On January 4, 2024, Paragon Technologies, Inc. reminded shareholders to DISREGARD any WHITE proxy from OPT and issued a presentation on how to vote the BLUE proxy card.
Valuation insight
Paragon believes OPT could be worth +$3 a share, or 10x return, with an improved operating cost structure, disciplined capital allocation, and a realigned focus on potential growth of Marine Advanced Robotics.
On January 15, 2024, Paragon Technologies issued a presentation reiterating its concerns and reminded shareholders to vote for its nominees.
On January 18, 2024, Paragon Technologies (4.8%) challenged OPT's CEO, Phillip Stratmann, over his conflicting statements regarding OPT's profitability in 2025. Stratmann had claimed OPT would be profitable using current capital, but Paragon pointed out discrepancies between this and OPT's EBITDA breakeven projection, questioning the lack of a clear cost-cutting strategy. Paragon criticized Stratmann's management, noting OPT's ceased R&D disclosures since he became CEO and escalating expenses. They accused OPT's Board of self-serving actions and misleading shareholders, failing to commercialize products or present a viable strategy. Paragon urged shareholders to vote using their BLUE proxy card for change and transparency in OPT's management and strategy. Source
On January 22, 2024, Paragon Technologies, Inc. issued a statement and a presentation relating to Ocean Power Technologies, Inc
On February 1, 2024, Paragon Technologies criticized OPT's annual meeting postponement due to a lack of quorum. Paragon questions the board's focus on entrenchment over financial responsibility and transparency. Source
On February 2, 2024, Paragon urges shareholders to disregard all messages from OPT and not vote on any white proxy card.
On February 8, 2024, Paragon Technologies criticized OPTT's repeated postponement of its annual meeting due to a failure in obtaining a quorum. It urged shareholders to disregard OPTT's white proxy and vote against the then-current board, citing ongoing destruction of shareholder value and the futility of supporting the status quo. Source

Update

At the AGM held on February 28, 2024, shareholders re-elected all the company's director nominees to the Board.

Outcome of Parks! America, Inc.'s (PRKA) Special Meeting: Mixed Results for Proposals by Focused Compounding Fund, LP

Key Summary:  On December 22, 2023, Focused Compounding Fund demanded a special shareholder meeting, proposing five changes to the company's governance. These changes included reverting certain bylaws, removing board members, and electing new ones. Despite Focused Compounding's efforts, some proposals failed to pass due to specific voting requirements at the February 26, 2024, Special Meeting of Stockholders.

Market Cap: $42 million | Parks! America, Inc., through its subsidiaries, engages in acquiring, developing, and operating local and regional theme parks and attractions in the United States.

Focused Compounding Fund

Background

On January 28, 2020, Focused Compounding Fund disclosed 17.01% and sent a letter to the Board seeking discussions with the management, Board and representatives of the company.
On December 22, 2023, Focused Compounding (38.5%) demanded a special shareholder meeting from the Company. The meeting will address five proposals: (i) Repealing certain provisions of the Bylaws to restore them to their 2012 form if amended before the proxy solicitation is complete, (ii) Removing all seven members of the Board as per Section 4.9(a) of the Bylaws, (iii) Amending Section 4.7 of the Bylaws regarding vacancies on the Board, (iv) Electing new Board members, Andrew Kuhn, Geoff Gannon, and James Ford, and (v) Authorizing Focused Compounding Fund to adjourn the meeting if needed for the proposed changes. Source
On January 4, 2024, Focused Compounding filed proxy materials seeking support for its nominees.
On January 18, 2024, Focused Compounding sent a letter to the Board insisting on holding a special election, criticizing the Board's legal maneuvers and reliance on Nevada law to maintain their positions. It accused the Board of avoiding direct shareholder communication and instead using legal strategies to remain in power. The letter emphasized the importance of democratic engagement and challenged the Board to run a genuine campaign to win over shareholders. It criticized the Board's lack of honor and integrity, questioning their reliance on technicalities rather than shareholder interests.
On January 26, 2024, Focused Compounding filed proxy materials seeking support for its proposals.
On January 29, 2024, Focused Compounding announced the nomination of Jacob McDonough to their board slate for the company. Source

Update

On February 26, 2024, the company announced that both independent proxy advisory firms, ISS and Glass Lewis each recommended that shareholders vote “AGAINST” all Focused Compounding Fund, LP proposals at the Special Meeting of Stockholders. Source
On February 26, 2024, Parks! America, Inc. held a Special Meeting of Stockholders to vote on proposals by Focused Compounding Fund, LP. Shareholders considered five proposals, including repealing certain bylaws, removing specific board members, amending other bylaws, and electing new board members. While some proposals received majority approval, others failed to pass due to specific voting requirements.

Past

Nicholas A. Parks

On January 30, 2019, Nicholas A. Parks (12.06%) entered into discussions with a private equity firm to discuss strategic options involving the company’s stock. Mr. Parks stated that he wishes to continue such discussions in hopes of the following:
- To purchase additional shares of the outstanding stock.
- To have an active role in company decisions in order to maximize shareholder value.
  Source
On September 23, 2019, Nicholas A. Parks (6.28%) stated that he believes the company should,
Acquire a scalable business in order to grow the company’s revenue over time. If unable to identify appropriate acquisitions, to return capital to shareholders via a special dividend or by purchasing its own stock
Source
On January 28, 2020, Nicholas A. Parks entered into a Stock Purchase Agreement with Focused Compounding Fund, LP for the sale of 4,110,000 shares of Common Stock. As a result of the closing of the transactions, Nicholas A. Parks beneficially own approximately 2.00% of the outstanding Common Stock. Source

Marlton Wayne

On December 17, 2018, Marlton Wayne (5.04%) sent a letter to the Board noting its concerns that the company’s public equity trades below its intrinsic value and offering potential solutions to substantially increase stockholder value. In the letter, Marlton outlined a proposed change in capital allocation and corporate governance that they believe is needed to put the company on a path that will reward stockholders:
- Return of capital of $1,500,000 through either a Special Dividend of $0.0201 per share representing 13.8% of the market capitalization based on the current share price of $0.1451 or a Modified Dutch Auction Tender.
- Forming a Special Committee of Independent Board Members to explore all strategic alternatives to maximize stockholder value, including the disbursement of a Special Dividend, Modified Dutch Auction Tender and/or the sale of the company.
On January 14, 2019, Marlton Wayne (5.04%) sent a letter reiterating its concerns that the company’s current capital allocation strategy and corporate governance are causing the company’s equity to trade at a significant discount. to the Board.
On July 22, 2019, Marlton Wayne (5.04%) delivered a letter to the company demanding the inspection of certain of the company’s books and records

Fund 1 Investments reached agreement with Citi Trends (CTRN)

Key Summary: Fund 1 Investments (10%) aims to boost stockholder value, initiating discussions with management. Company agrees to appoint their observers to the Board, committing to nominate them as New Directors at the 2024 Annual Meeting.

Market Cap: $272 million | Citi Trends, Inc. is a retailer of urban fashion apparel and accessories. The Company's segment is retail operations.

Background

On September 28, 2023, Fund 1 Investments (10%) stated that it believes there are opportunities to enhance stockholder value at the company, both operationally and strategically. They may initiate discussions with the management, Board, or other stakeholders to address these matters. Source

Update

On February 28, 2024, the company and Fund 1 Investments signed a cooperation agreement and pursuant to it, the company will appoint David Heath, Charles Liu, and Michael Kvitko as observers to its Board until the 2024 Annual Meeting. It also commits to nominating them as New Directors for election at the same meeting.

Past

In March 2017, Macellum, holding a 3.92% stake in the company, nominated four candidates to the Board and expressed concerns about stock price, financial performance, and corporate governance. Despite efforts to reach an agreement, the Board refused to appoint new directors, leading to a contested election. Macellum launched a website and urged shareholders to vote for its nominees. In May 2017, one of Macellum's nominees was elected to the Board. In 2019, Macellum nominated four director candidates again, citing ongoing concerns with the company's performance. A settlement agreement in April 2019 led to the Board nominating one of Macellum's representatives for election at the annual meeting.

ONGOING

Nilesh Undavia Discloses his Views on GrafTech International (EAF)

Key Summary: Nilesh Undavia sought collaboration with Board for new CEO, requested one seat, but faced rejection. Despite efforts, Board ignored him. Identified Board errors, sought two nominees for governance fix. Threatened "denial of quorum" for change.

Market Cap: $372 million | GrafTech International Ltd. research, develops, manufactures, and sells graphite and carbon-based solutions worldwide.

Background

On February 23, 2024, Nilesh Undavia, an investor (5.7%) with extensive experience in cyclical industries, invested significantly in the company's stock based on thorough research indicating its strong market position. Mr. Undavia initially approached the incumbent Board with a humble and collaborative demeanor, aiming to work together in selecting a new CEO. Seeking to represent all shareholders' interests, he requested only one Board seat. However, the incumbent Board rejected this request, indicating potential entrenchment and prioritization of their own interests over shareholders'. Despite further attempts at engagement, Undavia's efforts for constructive dialogue were largely rebuffed or overlooked by the Board. Despite attempts at collaboration, he found serious errors by the incumbent Board and sought to nominate two candidates to address governance issues. If denied, he might have resorted to a "denial of quorum" campaign, aiming to prompt change for shareholder benefit. Source

Update

On February 27, 2024, Nilesh Undavia stated that he plans to nominate candidates for the company's board. Despite seeking collaboration with the incumbent board, his efforts were rebuffed, prompting him to propose adding two new members to ensure an appropriate CEO selection. If the incumbent board obstructs the nomination process, Undavia may consider a "denial of quorum" campaign to push for change.

Crown Castle Inc. (CCI) Founder Ted B. Miller Leads Slate of Four Directors for Board of Crown Castle Inc.

Key Summary: On Feb 20, 2024, Ted Miller, Crown Castle co-founder, suggested the company to sell its fiber assets for up to $15B and sought a new CEO after Jay Brown's departure. Also he nominated four candidates to the Board.

Market Cap: $47 billion | Crown Castle owns, operates and leases more than 40,000 cell towers and approximately 90,000 route miles of fiber supporting small cells and fiber solutions across every major U.S. market.

Background

On February 20, 2024, Ted Miller, co-founder of Crown Castle (CCI.N), and President of Boots Capital Management, stated that the company could sell its fiber assets for up to $15 billion if he and his partners joined its board. He estimated that his plan supports 2026 Ebitda that takes Crown Castle shares to $150 to $160. Miller believed they were best positioned to find buyers and help Crown Castle upgrade its tower assets. He had nominated himself as executive chairman and adding three partners to the board. Miller had asserted that Crown Castle could benefit from his expertise in selling the fiber business, reducing debt, and improving operational efficiency. He criticized Crown Castle's leadership and its pact with Elliott Investment Management, urging for shareholder voting on the agreement. Crown Castle was currently seeking a new CEO after the departure of Jay Brown. Source

Update

On February 28, 2024, Ted Miller, representing Boots Capital Management, LLC, and other stakeholders, released a press statement contesting the company's cooperation agreement with Elliott Investment Management, L.P. Miller filed a lawsuit alleging the agreement, which appointed two Elliott-affiliated directors to the board without requiring Elliott to maintain equity, undermined shareholder interests. Miller urged for a shareholder vote to nullify the agreement, citing concerns over governance and shareholder disenfranchisement. Additionally, Miller had nominated a slate of experienced director candidates and presented plans to optimize the company's assets and operations, including facilitating a sale of its fiber assets.

Ancora Advisors issues an open letter to the Chairman of Norfolk Southern Corporation (NSC)

Key Summary: On February 20, 2024,  Ancora Advisors  nominated 8 candidates for the 2024 AGM. On Feb 22, 2024, Ancora expressed concerns over CEO Alan Shaw's performance and criticized lobbying efforts to protect his position. On Feb 28, 2024, Ancora posted proxy materials to www.movenscforward.com. On Mar 1, 2024, they issued an open letter to the Board Chairman, questioning decisions to raise CEO pay and conduct a negative campaign, urging constructive dialogue, and emphasizing fair elections.

Market Cap: $58 billion | Norfolk Southern Corporation, together with its subsidiaries, engages in the rail transportation of raw materials, intermediate products, and finished goods in the United States.

Background

On February 20, 2024, Ancora Advisors announced the nomination of eight candidates for election to the Board at the 2024 AGM. Also, it issued an Investor Presentation titled “The Case for Leadership, Safety and Strategy Changes at Norfolk Southern”
On February 22, 2024, Ancora Advisors issued a press release expressing concerns over CEO Alan Shaw's performance and criticized the company's lobbying efforts to protect his position as a top-paid executive.

Update

On February 28, 2024, Ancora Advisors posted its proxy materials to its campaign website at www.movenscforward.com.
On March 1, 2024, Ancora Advisors issued an open letter to the Chairman of the Board expressing concerns over decisions to increase CEO pay and conduct what they perceived as a negative campaign. The letter questioned the board's allegiance to the CEO and urged them to focus on constructive dialogue and value creation. Ancora also highlighted their nomination of director candidates and a proposed management team. They criticized the board's compensation decisions and accused them of engaging in smear tactics. The letter emphasized the importance of a fair and fact-based election contest and invited the board to consider constructive alternatives.

Joseph Stilwell nominated a director candidate to Peoples Financial Corporation (PFBX)

Key Summary: Stilwell, a key shareholder, persistently pushed for change, aiming to maximize shareholder value. Despite increased holdings, his board nominees faced resistance. He criticized management for nepotism and poor financial decisions, filing proxies and letters to shareholders. However, his efforts at the AGM fall short. Undeterred, he planned additional nominations for board positions, indicating ongoing activism.

Market Cap: $73 million | Peoples Financial Corporation operates as the bank holding company for The Peoples Bank that provides banking, financial, and trust services to government entities, individuals, and small and commercial businesses in Mississippi.

Background:

On January 25, 2023, Joseph Stilwell (11.3%) announced that he served his notice of intent to nominate Rodney H. Blackwell for election as director at the company's upcoming annual meeting, with Stewart F. Peck as the alternate nominee. Also, Stilwell stated his belief that management and the directors have ill served the shareholders, and the company should explore all possibilities to maximize shareholder value. Source
On February 28, 2023, Joseph Stilwell filed proxy materials seeking support for his nominee.
On March 16, 2023, Joseph Stilwell filed proxy materials seeking support for his nominee.
On March 23, 2023, Joseph Stilwell sent a letter to the shareholders expressing his concerns that the company suffers from a toxic brew - nepotism, weak oversight, and a lack of competence in management. He stated that in the last year alone, the Company lost over $6 per share because of inept bond purchases overseen by Chevis Swetman’s son, Tanner. Somehow or other, Tanner was promoted to COO.
On April 12, 2023, Joseph Stilwell (11.7%) filed proxy materials seeking support for his nominee and issued a letter (refer, "Exhibit 20") to the shareholders expressing his concerns over the performance of the management and board.
On April 19, 2023, Joseph Stilwell (11.7%) filed proxy materials seeking support for his nominee and issued a letter (refer, "Exhibit 20") to the shareholders expressing his concerns over the performance of the management and board.
At the AGM held on April 26, 2023, Stilwell's nominee was not elected to the board by the shareholders.
On January 22, 2024, Joseph Stilwell (12.7%) announced his intent to nominate Stewart F. Peck for election to the Board at the 2024 AGM. Source

Update:

On March 1, 2024, Joseph Stilwell filed proxy materials seeking support for his nominee.

Past

Joseph Stilwell, a significant shareholder, consistently advocated for maximizing shareholder value through various means from November 2020 to April 2022, though his board nominees were not successful. His holdings increased to 11.2% by July 2022. In January 2023, with an 11.7% stake, Stilwell nominated Rodney H. Blackwell for directorship and criticized the management and board for nepotism and poor bond purchases overseen by Chevis Swetman's son, Tanner. Despite his efforts, his nominee was not elected to the board at the April 26, 2023 AGM.

PRESS RELEASE

Legion Partners Sends Letter to Twilio (TWLO) Board of Directors

Key Summary: Legion Partners urges Twilio's Board to announce a strategic alternative to sell the Segment business and increase stock buyback by $3B, aiming to unlock stock value exceeding $90/share.

Market Cap: $10 billion | Twilio Inc., together with its subsidiaries, provides customer engagement platform solutions in the United States and internationally.

On February 26, 2024, Legion Partners Asset Management sent a letter to the Board encouraging it to announce a strategic alternative process to sell the Segment business and immediately expand its stock buyback program by at least an additional $3 billion. Legion Partners stated its belief that these steps should unlock the fair value of Twilio’s stock, which we conservatively estimate is greater than $90 per share.

Children's Place (PLCE) secures $78.6 million loan from Mithaq Capital

Key Summary: Mithaq Capital sought governance change and financing discussion. On Feb 29, 2024, $78.6M interest-free loan agreed, 4 new board members nominated, led by Turki Saleh A. AlRajhi as Chairman-Elect.

Market Cap: $363 million | The Children's Place Inc. is an American specialty retailer of children's apparel and accessories headquartered in Secaucus, New Jersey.

Background

On February 14, 2024, Mithaq Capital SPC/ Snowball Compounding Ltd, with a 54% stake in the company has nominated eleven new candidates for the board of directors. They seek a meeting with the current board to discuss governance transition and financing for liquidity needs. Source

Update

On February 29, 2024, the company entered into a financing agreement with Mithaq Capital to receive $78.6 million in interest-free, unsecured term loans. This move aims to bolster the company's liquidity, with the first tranche of $30 million already provided on February 29, 2024. An additional $48.6 million is expected by March 29, 2024, subject to certain conditions. Concurrent with the funding, Mithaq nominated four new members to the Board, with Turki Saleh A. AlRajhi appointed as Chairman-Elect during a transition period. These appointments follow the resignation of four current directors, paving the way for a majority Mithaq-appointed Board once the second loan tranche is funded.

Past

In April 2015, Macellum and Barington Companies Equity Partners (together 2.1%) formed "Shareholders for Change at The Children’s Place" and sent a letter to shareholders, aiming to elect two board candidates and explore sale opportunities. In May 2015, the company reached an agreement with Macellum and Barington, resulting in one candidate from their group joining the board.

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