13D Weekly Report - Mar 4, 2024 to Mar 8, 2024

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. On March 6, 2024, PW Partners advised cost reduction, stock buyback, board downsizing, and new board members. Also proposed two candidates for board targeting operational enhancement.

Market Cap: $890 million | BJ's Restaurants, Inc. owns and operates casual dining restaurants in the United States.

PW Partners Atlas Fund

On March 6, 2024, PW Partners (4.9%) disclosed that on February 20, 2024, it has sent a letter to the Chairman of the Board recommending cost reduction, stock buyback, board size reduction, and board nomination. Also it nominated Jeffery Crivello and Patrick Walsh for the board, aiming for operational improvement.

Fund 1 Investments

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
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.

Stilwell seeks votes to elect Joseph D. Stilwell to the ICC Holdings' (ICCH) Board

Key Summary:  On March 6, 2024, Stilwell issued a Proxy Statement and a GREEN universal proxy card to shareholders, seeking their votes to elect Joseph D. Stilwell to the Company's Board of Directors at the 2024 Annual Meeting.

Market Cap: $47 million | ICC Holdings, Inc., together with its subsidiaries, provides property and casualty insurance products to the food and beverage industry in the United States.

On March 6, 2024, Stilwell (9.71%) distributed a Proxy Statement and a GREEN universal proxy card to shareholders, seeking their votes at the 2024 Annual Meeting of Shareholders to elect Joseph D. Stilwell to the Company's Board of Directors. Source

Past

On December 28, 2020, Joseph Stilwell disclosed a 5.6% active stake in the company and stated that he hopes to work with management and the board to improve capital allocation and profitability at the company. Source

Knighted Pastures plans to nominate Board candidates to Allied Gaming & Entertainment Inc (AGAE)

Key Summary:  Knighted Pastures (29.6%) announced plans to discuss potential board representation with management and the board

Market Cap: $34 million | Allied Gaming & Entertainment Inc. provides entertainment and gaming products worldwide.

On March 7, 2024, Knighted Pastures (29.6%) stated that it plans to engage in discussions with the management and board regarding potential board representation and may nominate individuals for election to the board.

Erez Asset Management plans to nominate Board candidates to Whitestone REIT (WSR)

Key Summary: In March 7, 2024, Erez Asset Management plans to nominate two Board candidates at Whitestone's 2024 annual meeting. They urge shareholders to question management on underperformance, rejected buyout offers, asset sales, high costs, excessive debt, and lack of board experience. KBS Strategic Opportunity REIT aimed to align interests in mid-2017, increasing stake to 9.36% by December 2017. Despite unsuccessful board nominations, their proposal to declassify the board passed in May 2018.

Market Cap: $603 million | Whitestone REIT is a community-centered real estate investment trust (REIT) that acquires, owns, operates, and develops open-air, retail centers located in some of the fastest growing markets in the country: Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.

On March 7, 2024, Erez Asset Management stated its plans to nominate two candidates for the Board at the 2024 annual meeting. They highlighted Whitestone's underperformance and urged shareholders to question management during a conference call, focusing on issues like rejecting a premium buyout offer, value-destructive asset sales, high public company costs, excessive debt levels, and the board's lack of relevant experience. Source

Past

In mid-2017, KBS Strategic Opportunity REIT disclosed a 7.1% stake and aimed to align management and shareholder interests by discussing changes to compensation. By December 2017, their stake rose to 9.36%, prompting a notice to nominate trustees and propose declassifying the Board. They filed proxy materials in March and April 2018, urging support for their nominees and proposals. Despite ISS's recommendation, their candidates weren't elected at the May 2018 AGM, but the proposal to declassify the Board passed. By December 2018, KBS reduced its stake to 4.99%.

Rubric Capital nominated Board candidates to Xperi Inc (XPER)

Key Summary: Rubric Capital nominated Board candidates to Xperi Inc.

Market Cap: $487 million | Xperi Inc. provides software and services in the United States.

Background

On January 22, 2024, Rubric Capital (7.6%) delivered a letter to the company nominating Deborah S. Conrad and Thomas A. Lacey for election to the Board at the 2024 AGM. Source

Update

On March 8, 2024, Rubric Capital filed proxy materials seeking support for its nominees. Source

BOARD SEAT/ AGM RESULTS

Irenic Capital Management reached cooperation agreement with Barnes Group (B)

Key Summary: On January 29, 2024, Irenic Capital (5.1%) nominated director candidates. On March 7, 2024, it reached an agreement with the company for a board seat.

Market Cap: $1.9 billion | Barnes Group Inc. provides engineered products, industrial technologies, and solutions in the United States and internationally.

Background

On January 29, 2024, Irenic Capital (5.1%) nominated two candidates for election to the Board at the 2024 AGM. Source

On February 16, 2024, Irenic Capital Management (5.1%) filed proxy materials urging for a more engaged, independent Board following disappointing Q4 and full-year 2023 results. They advocated for adding independent directors with industry and capital expertise to benefit Barnes' shareholders. Source

Update

On March 5, 2024, Irenic Capital Management entered a Cooperation Agreement with the company, resulting in the appointment of Adam J. Katz to the Board and agreeing to nominate him for election at the 2024 Annual Meeting. They also agreed to jointly select an additional independent director.

Land & Buildings reached cooperation agreement with Ventas (VTR)

Key Summary: In Sep 2023, Land & Buildings criticized company underperformance, called for action. On Jan 11, 2024, Land & Buildings stated that it plans to nominate three directors. On March 4, 2024, it reached agreement with the company.

Market Cap: $18 billion | Ventas, an S&P 500 company, operates at the intersection of two powerful and dynamic industries Â– healthcare and real estate.

Background

On September 11, 2023, Land & Buildings Investment Management delivered a letter to the shareholders criticizing the company's underperformance and undervaluation. They highlighted the widening gap in performance compared to Welltower, expressing dissatisfaction with the board and management. The letter pointed out poor earnings growth, operational missteps, and a lack of effective oversight. Land & Buildings called for urgent action to restore investor confidence and improve performance while leaving room for dialogue with the company.
On January 11, 2024, Jonathan Litt of Land & Buildings issued statement on social media that he intends to file a preliminary proxy statement and nominates three director candidate to the Board. Source

Update

On March 4, 2024, the company entered into a cooperation agreement with Land & Buildings Investment Management and pursuant to it, the Company has appointed Theodore R. Bigman, Founder and Chief Investment Officer of Bigman Holdings and former Head of Global Listed Real Assets Investing at Morgan Stanley Investment Management and Joe V. Rodriguez, Jr., President of Burnt Mountain Investments LLC and former Chief Investment Officer of Invesco Real Estate to the Company’s Board of Directors

Past

On March 7, 2022, Land & Buildings Investment Management issued an open letter to the shareholders, expressing concerns with the performance of the company and nominated its Founder and CIO, Jonathan Litt, for election at the upcoming 2022 AGM.
On April 6, 2022, Land & Buildings issued an Investor Presentation titled “Curing a Decade of Underperformance”, reiterating its concerns and seeks support for its nominees.
On April 11 2022, Land & Buildings issued a Rebuttal Investor Presentation titled “Responding to the Company’s Underwhelming ‘Winning Strategy'".
On April 20, 2022, the company announced that ISS and Glass Lewis have recommended that shareholders vote “FOR ALL” of Ventas’s 11 experienced directors on the WHITE proxy card in advance of the upcoming annual meeting of stockholders to be held on April 27, 2022.
On April 25, 2022, the company announced that Land & Buildings has withdrawn its director nominee.
At the AGM held on April 27, 2022, shareholders elected all the company's director nominees.
On April 24 2023, Land & Buildings sent a letter to the board expressing its dissatisfaction with the company's long-term underperformance and undervaluation. In an open letter to the board, Land & Buildings highlighted the need for further action to address the lackluster returns experienced by shareholders under the current board. As a result, Land & Buildings intends to vote against the re-election of Lead Independent Director James Shelton and Board Chair Debra Cafaro at Ventas' upcoming AGM.
At the AGM held on May 16, 2023, shareholders elected all the company's director nominees. However, the shareholders had expressed their displeasure with several directors, as Lead Independent Director James Shelton and Chair Debra Cafara received poor votes.

The Chefs’ Warehouse, Inc. (CHEF) Reaches Cooperation Agreement with Legion Partners Asset Management

Key Summary: On January 26, 2017, Legion Partners Asset Management disclosed a 5.9% stake in the company, advocating for changes. By January 15, 2018, a Cooperation Agreement led to board expansion and appointment of new directors. Legion reduced stake to 3.3% on April 29, 2020. On February 8, 2024, they nominated four candidates to reverse underperformance, projecting growth with prudent spending. On March 1, 2024, the company agreed to appoint two new independent directors as per the Cooperation Agreement and plans to nominate a third at the 2024 Annual Meeting.

Market Cap: $1.5 billion | The Chefs' Warehouse, Inc. is a distributor of specialty food products in the United States and Canada.

On February 8, 2024, Legion Partners Asset Management (3.3%) issued a public letter to the shareholders announcing its nomination of four candidates to the Board in order to reverse the Company’s chronic underperformance. Legion Partners stated that despite concerns, sees potential in Chef's markets. Projects share price > $85 and > $320M adjusted EBITDA by 2028, with prudent spending and margin improvement.
On March 1, 2024, the company entered into an agreement with Legion Partners Asset Management and pursuant to it, the Company temporarily increased the size of the Board to fourteen members and appointed two new independent directors, Richard N. Peretz and Wendy M. Weinstein, to the Board. The Company has agreed to nominate Mr. Peretz and Ms. Weinstein for election at the 2024 AGM. Further, as provided in the Cooperation Agreement, a third new independent director, Lester Owens, was appointed to the Board on March 4, 2024 and will be nominated for election at the Company’s 2024 Annual Meeting.

Past

On January 26, 2017, Legion Partners Asset Management disclosed a 5.9% stake in the company and recommended actions including adopting a majority vote standard for director elections and phasing out related party deals, while also urging a refocus on executive compensation to create sustained long-term value. Subsequently, on January 15, 2018, a Cooperation Agreement was entered, leading to an increase in the Board size and the appointment of two new independent directors. On April 29, 2020, Legion Partners Asset Management decreased its stake to 3.3%.

ONGOING

Focused Compounding filed a complaint against Parks! America, Inc (PRKA)

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. On March 1, 2024, Focused Compounding Fund filed complaint against company's directors.

Market Cap: $32 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
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.

Update

On February 28, 2024, Focused Compounding proposed to buy the company's Common Shares at a discounted price to support the company's capital needs. However, Focused Compounding expressed doubts about the necessity for additional capital based on the company's financial disclosures. Concerned about dilution of its voting power, Focused Compounding filed a complaint against the company and its directors on March 1, 2024. The court granted a temporary restraining order on March 4, 2024, preventing the company from issuing stock without consulting Focused Compounding, amending certain bylaws related to shareholder voting, or changing the date of the Annual Meeting, until a hearing on March 15, 2024, to decide on a preliminary injunction. Source

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

180 Degree Capital Proposes Board Declassification and Nominates Matthew F. McLaughlin for comScore (SCOR) 2024 Annual Meeting

Key Summary: On March 6, 2023, 180 Degree Capital criticized the company's governance, calling for changes. On April 20, it raised concerns about dividend payments. On December 11, it proposed annual director elections starting in 2025. On January 25, 2024, they nominated Matthew F. McLaughlin for the 2024 Annual Meeting.

Market Cap: $91 million | comScore is a cross-platform measurement company that measures audiences, brands and consumer behavior everywhere. comScore completed its merger with Rentrak Corporation in January 2016, to create the new model for a dynamic, cross-platform world.

Background

On March 6, 2023, 180 Degree Capital Corp (6%) issued a letter to shareholders and employees of the company to express its disappointment in the company's director compensation policy and called on the Board to make a number of corporate governance changes, including, but not limited to, augmenting the compensation policy for those Board members appointed by preferred stockholders, reducing the size of the Board, replacing over-tenured directors, eliminating the Board's classified structure, and providing additional clarity on the Special Dividend Process. As part of these changes, 180 Degree Capital Corp recommended either the immediate resignation of Brent Rosenthal from the Board or, at least, the removal of his position as Lead Independent Director on the Board.
On April 20, 2023, 180 Degree Capital Corp issued an open letter (refer "Exhibit 2")to the board to express its concerns with certain efforts by the company to pay dividends on the company's Series B Preferred Stock through the issuance of additional Series B Preferred Stock. 180 Degree Capital Corp also requests further reductions in compensation paid to the Board of Directors, the appointment of Jon Carpenter to the, the removal of Brent Rosenthal as Lead Independent Director and that Cerberus, Charter and Liberty Media/Qurate take tangible steps to reverse the destruction in value of common stock since their involvement began in March 2021.
On May 10, 2023, 180 Degree Capital Corp (6%) issued a press release containing an open letter (refer "Exhibit 3") to the preferred stockholders of the company, Cerberus, Charter and Liberty Media/Qurate. In addition to reiterating concerns detailed in the April Press Release, 180 Degree Capital Corp requested Cerberus, Charter and Liberty Media/Qurate take tangible steps to reverse the destruction in value of company’s common stock since their involvement began in March 2021. 180 Degree Capital Corp also continues to request further reductions in compensation paid to the board, the appointment of Jon Carpenter to the board, the removal of Brent Rosenthal as Lead Independent Director.
On November 29, 2023, 180 Degree Capital Corp stated that it intends to nominate at least two industry experts for the 2024 Annual Meeting, supporting Ms. Leslie Gillin's continued service on the Board, and nominating Mr. McLaughlin and Mr. Rendino for the other two director seats. Source
On December 11, 2023, 180 Degree Capital submitted a proposal, requesting that the Board take all necessary steps to declassify the Board so that commencing at the 2025 annual meeting of stockholders, directors are elected on an annual basis. Source
On January 25, 2024, 180 Degree Capital sent a formal letter to the company stating its intent to propose that the Board of Directors be declassified for annual elections starting in 2025. They also nominated Matthew F. McLaughlin for the Board at the fiscal year 2024 Annual Meeting. Source
On February 20, 2024, 180 Degree Capital released a press release and shareholder letter announcing its nomination of Matthew F. McLaughlin for the board at the Annual Meeting. The communication emphasized the need for significant improvements in corporate governance and fresh perspectives from individuals with deep industry experience in the Company’s markets.

Update

On March 1, 2024, 180 Degree Capital issued a press release which discussed 180 Degree Capital's nomination of Matthew F. McLaughlin for election to the board at the AGM.

Past

On September 28, 2017, Starboard (7.2%) entered into an agreement with the company, pursuant to which, the company appointed Wesley Nichols, Paul Reilly and Bryan Wiener to the Board and agreed to appoint an additional independent director recommended by Starboard. On October 16, 2017, Michelle McKenna-Doyle was appointed to the Board as the additional independent appointee. Source
On January 16, 2018, the company entered into an agreement with Starboard under which the company:
- issues $150 million in convertible notes to Starboard in exchange for $85 million in cash and $65 million in outstanding common stock, and grants Starboard an option to acquire up to an additional $50 million in convertible notes
- intends to conduct convertible notes rights offering of up to $150 million to all stockholders with $100 million backstopped by Starboard
Source

ISS and Glass Lewis recommended that Starbucks shareholders vote “FOR” ONLY each of the 11 Starbucks (SBUX) director nominees

Key Summary: On December 19, 2023, The Strategic Organizing Center (SOC) nominated three director candidates for election to the board at the 2024 AGM of shareholders. ISS and Glass Lewis supported company's director nominees.

Market Cap: $104 billion | Starbucks Corporation, together with its subsidiaries, operates as a roaster, marketer, and retailer of coffee worldwide.

Background

On December 19, 2023, The Strategic Organizing Center (SOC) nominated three director candidates for election to the board at the 2024 AGM of shareholders. Source
On December 20, 2023, The Strategic Organizing Center (SOC) commented on recent labor-related actions by the company. While Starbucks has made statements about improving relations with employees, the SOC believes the true impact will depend on the Board's actions. They see the recent flurry of activity as an acknowledgment of the Board's past mistakes. Starbucks' own report points out governance issues during union organizing. The National Labor Relations Board (NLRB) has accused Starbucks of unlawfully closing stores. The SOC believes their director candidates can improve human capital management and engage with regulators. Source
On January 12, 2024, The Strategic Organizing Center (SOC) announced the launch of its website www.BrewABetterStarbucks.com and that it has filed a preliminary proxy statement in connection with 2024 AGM. The SOC has nominated three director candidates – Maria Echaveste, Hon. Joshua Gotbaum and Wilma Liebman – for election to the Board at the upcoming Annual Meeting. Source
On January 25, 2024, The Strategic Organizing Center (SOC) sent a letter to the shareholders and stated its concerns about the company's recent actions regarding its treatment of workers and labor issues. Starbucks recently appointed new directors, but they lack expertise in labor law. The SOC argues that the company needs meaningful change in its approach to human capital management to realize its growth objectives. Shareholders are encouraged to vote for the SOC's director candidates to support these changes.
On January 26, 2024, The Strategic Organizing Center (SOC) filed proxy materials seeking support for its nominees. Source
On February 20, 2024, The Strategic Organizing Center issued a investor presentation titled, " Brew a Better Starbucks” detailing the urgent need for change at the Company.

Update

On March 1, 2024, ISS and Glass Lewis recommended that Starbucks shareholders vote on the WHITE proxy card “FOR” ONLY each of the 11 Starbucks director nominees in connection with the Company's AGM

Trian Fund Nominates Candidates for Disney (DIS) Board

Key Summary:  On Jan 18, 2024, Trian Fund filed proxy materials seeking support for its nominees and proposals.  On Jan 3, 2024, Blackwells nominated 3 board candidates against Trian Fund.

Market Cap: $168 billion | The Walt Disney Company, together with its subsidiaries, operates as an entertainment company worldwide.

Background

Blackwells Capital

On January 3, 2024, Blackwells Capital nominated three candidates for Disney's board of directors, opposing Trian Fund Management's efforts. Blackwells believed that Trian's campaign was disconnected from Disney stakeholders' needs and driven by personal animus. They also expressed concerns about Trian's association with Ancora Holdings Group, requesting a Disney Board investigation. They argued that their candidates complemented Disney's current leadership better than Trian's nominees. Source

Trian Fund

On January 12, 2023, Trian Fund filed proxy materials for the election of Nelson Peltz, its CEO and Founding Partner, to the Board at 2023 AGM. Trian believes that Disney’s recent performance reflects the hard truth that it is a company in crisis with many challenges weighing on investor sentiment. While we acknowledge that Disney, like many media companies, is undergoing a challenging pivot to streaming, Disney also benefits from owning best-in-class intellectual property, a more diversified business mix, and a Parks business that is enjoying all-time high profitability. As such, we believe that the Company’s current problems are primarily self-inflicted and need to be addressed immediately, including poor corporate governance, prro strategy and operations and poor capital allocation. Source
On January 20, 2023, Trian Fund filed proxy materials seeking support for its nominees.
On January 27, 2023, Trian Fund filed proxy materials seeking support for its nominees.
On February 2, 2023, Trian Fund issued a press release and a letter to shareholders related to the company, which Trian also simultaneously published to its website, located at www.RestoreTheMagic.com
On February 9, 2023, Trian Fund congratulated the company on its recently announced operating initiatives, which are a win for all shareholders and broadly align with Trian’s thinking, and, pursuant to which, Trian announced it is withdrawing its nomination of Nelson Peltz to the board of directors of the Company. Source
On November 30, 2023, Trian Fund stated that it had discussions with Disney's CEO and was offered a meeting with the Board. However, Disney declined Trian's request for Board representation, including Nelson Peltz. Trian expressed disappointment in Disney's performance, citing a loss of around $70 billion in shareholder value since February and underperformance compared to peers and the broader market over the last decade. They believe the recent additions to the Board will not restore investor confidence, and Trian intends to present its case for change directly to shareholders. Source
On December 14, 2023, Trian Fund statd that it intends to nominate two independent director candidates for the Board at the 2024 AGM. Trian believes that Disney has underperformed its potential, with lower earnings per share (EPS) despite significant capital investment and lagging margins in its businesses. SourceTop of Form
On January 18, 2024, Trian Fund filed proxy materials soliciting votes for several matters, including the election of Nelson Peltz and James (“Jay”) A. Rasulo as directors for one year (Proposal 1), ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal 2024 (Proposal 2), an advisory vote on executive compensation (Proposal 3), approval of an amendment to the 2011 Stock Incentive Plan (Proposal 4), consideration of shareholder proposals on excessive golden parachutes (Proposal 5) and political expenditures (Proposal 6), approval of a resolution repealing certain Bylaws provisions (Proposal 7), and an advisory vote on board size and related vacancies (Proposal 8). Source
On January 22, 2024, Trian Fund stated that it is posting messages on various social media platforms and its website, www.RestoretheMagic.com regarding its proxy solicitation for The Walt Disney Company's 2024 AGM. It stated, "Despite their significant net worth, Disney's non-management directors collectively own less than $15M in $DIS stock. " Source

Update

On March 4, 2024, Blackwells Capital released its full investor presentation titled “The Future of Disney.”

Caligan Partners nominated Board candidates to Anika Therapeutics (ANIK)

Key Summary: In 2023, Caligan Partners urges Anika to consider strategic alternatives due to poor performance, advocating for a potential full sale. Valuation suggests Anika could be worth $60 per share. Caligan nominates directors, leading to a cooperation agreement with the company. On March 6, 2024, Caligan nominated two nominees to the Board.

Market Cap: $381 million | Anika Therapeutics, Inc., a joint preservation company, creates and delivers advancements in early intervention orthopedic care in the areas of osteoarthritis (OA) pain management, regenerative solutions, soft tissue repair, and bone preserving joint technologies in the United States, Europe, and internationally.

On March 6, 2024, Caligan Partners (9.7%) nominated two nominees for election to the board at the 2024 AGM. Source

Past

On February 21, 2023, Caligan Partners (4%) issued an open letter to the board in connection with Anika’s poor share performance, caused by the heavy losses it is incurring in its joint preservation segment, and its failure to maximize the value of Anika's viscosupplement portfolio. Further, it urges the company to consider strategic alternatives including a full sale, and is preparing to nominate directors to the board.

Valuation insight
Caligan believes, based on the strong regression, on a standalone basis (fully burdened by corporate costs and Cingal R&D), Anika’s OA pain management segment would be valued at ~5.8x 2023 revenue/14.2x 2023 EBITDA, which implies an EV of $580MM. For a potential acquirer that could easily eliminate Anika’s excessive corporate costs and decide the optimal path forward for Cingal, pro-forma EBITDA margins could be in the mid-50 percent range. Consistent with our earlier analysis, this implies that based on the existing, approved viscosupplement portfolio alone, Anika could be worth almost $60 per share, double the current share price.

On March 30, 2023, Caligan Partners nominated two nominees for election to the board at the 2023 AGM. Source
On April 13, 2023, the company entered into a Cooperation Agreement with Caligan Partners and pursuant to it, the company agreed to increase the size of the Board to eight directors and appoint Mr. Fischetti as an independent Class III director to fill such vacancy with a term expiring at the company’s 2023 AGM.

Galloway Capital Partners proposed a board nominee for Koil Energy Solutions (KLNG)

Key Summary: Galloway Capital (8.3%) urges strategic alternatives for shareholder value, proposing a board nominee due to stock undervaluation

Market Cap: $7 million | Koil Energy Solutions, Inc., an energy services company, provides equipment and support services to the energy and offshore industries.

Background

On November 27, 2023, Galloway Capital Partners (6.6%) delivered a letter to the Chairman and CEO of the company highlighting disappointment with management’s performance and suggested that management should explore strategic alternatives to enhance shareholder value, such as a possible merger, sale, or going private transaction. Additionally, Galloway recommended a candidate to be appointed to the Board, citing his strong public board and capital markets experience.

Update

On March 6, 2024, Galloway Capital Partners (8.3%) delivered a letter to the Chairman and CEO of the company expressing its disappointment in the company's stock performance, emphasizing its undervaluation. He proposed a board nominee to enhance shareholder value.

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: $48 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
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.

Update

On March 4, 2024, Boots Capital Management, LLC criticized the company's revised cooperation agreement with Elliott Management, alleging Board misconduct. They claim the agreement doesn't address past issues and demand new independent directors to restore shareholder value.
On March 7, 2024, Boots Capital Management, LLC issued a presentation relating to the company

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