13D Weekly Report - April 22, 2024 to April 26, 2024
$NHI, $HLIT, $WH, $HCC, $OFIX, $OPRT, $ASRV, $NSC, $CCI, $GIL, $WSR, $EAF, $MFIN, $WOLF, $DND
Table of contents
Land & Buildings Advocates for Change at National Health Investors, Inc (NHI)
Scopia Capital Management Engages with Harmonic (HLIT) to Enhance Stockholder Value
Warrior Met Coal (HCC) announced its AGM results
Findell Capital Partners reaches agreement with Oportun Financial Corporation (OPRT)
SB Value Partners reaches cooperation agreement with AmeriServ Financial (ASRV)
Boots Capital Management proposed a plan to revitalize Crown Castle Inc. (CCI)
Gildan Activewear (GIL) Board Refreshment Plan Draws Criticism from Browning West
Erez Asset Management nominated Board candidates to Whitestone REIT (WSR)
Nilesh Undavia seeks support for himself at GrafTech International (EAF)
ZimCal Asset Management Launches Campaign to Restore Shareholder Value at Medallion Financial (MFIN)
Jana Partners urges Wolfspeed (WOLF) to eye sale, other strategic alternatives
Engine Capital Raises Concerns and Urges Caution in Letter to Dye & Durham (DND) Shareholders
INITIATED
Land & Buildings Advocates for Change at National Health Investors, Inc (NHI)
Key Summary: On April 18, 2024, Land & Buildings Investment Management, LLC voiced concerns about undervaluation and governance, particularly regarding the lease renewal with National HealthCare Corporation (NHC). They plan to vote against directors Robert Webb and Charlotte Swafford at the next Annual Meeting for boardroom change.
Market Cap: $2.7 billion | National Health Investors, Inc is a real estate investment trust specializing in sale, leasebacks, joint-ventures, senior housing operating partnerships, and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments.
On April 18, 2024, Land & Buildings Investment Management, LLC issued a presentation to shareholders expressing concerns about undervaluation and poor corporate governance at the company. They specifically criticized the Board's management of critical issues, such as the lease renewal with National HealthCare Corporation (NHC). L&B plans to vote against current directors Robert Webb and Charlotte Swafford at the upcoming Annual Meeting, advocating for boardroom change.
Scopia Capital Management Engages with Harmonic (HLIT) to Enhance Stockholder Value
Key Summary: In April 2021, Scopia Capital Management gained two board director appointments and agreed to support company nominees at the 2021 AGM. By August, Daniel Whalen joined the board. The agreement expired in March 2023. In September 2023 and April 2024, Scopia expressed intent to communicate with the board for shareholder value enhancement.
Market Cap: $1 billion | Harmonic Inc., together with its subsidiaries, provide video delivery software, products, system solutions, and services worldwide.
On April 26, 2024, Scopia Capital Management (5.4%) stated that it has engaged, and intends to continue to engage, in communications with the Board and management team regarding opportunities to enhance stockholder value. Source
Past
In April 2021, Scopia Capital Management (9.6%) signed a cooperation agreement with the company, gaining the right to appoint two board directors. Scopia agreed to support the company's nominees at the 2021 AGM. By August, Daniel Whalen was elected to the board under this agreement. The Agreement expired as of March 20, 2023 and is no longer in effect.
On September 21, 2023, Scopia Capital Management (5.1%) stated that it has engaged, and intends to continue to engage, in communications with the Board and management team regarding opportunities to enhance stockholder value. Source
BOARD SEAT/ AGM RESULTS
All eight Director nominees from the company were elected to the Board of Wyndham Hotels & Resorts (WH)
Key Summary: On February 27, 2024, Choice Hotels International, Inc. encouraged shareholders to vote on governance proposals for the 2024 annual meeting, including electing new board members and repealing certain bylaws without shareholder approval. At the April 19, 2024 AGM, shareholders elected all eight Director nominees to the Board.
Market Cap: $5.8 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
At the AGM held on April 19, 2024, stockholders elected each of the eight Director nominees to the Board.
Warrior Met Coal (HCC) announced its AGM results
Key Summary: On Feb 29, 2024, AFL-CIO urged shareholders to back 5 governance proposals, including approval for poison pills and golden parachutes. At the AGM held on April 25, 2024, shareholders. At the April 25, 2024 AGM, shareholders voted on various proposals, including those related to governance reforms, ultimately deciding to adopt resolutions for poison pill and proxy access provisions while rejecting others aimed at preferred stock amendments, severance agreements, and human rights assessments.
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.
On March 22, 2024, AFL-CIO filed proxy materials urging shareholders to vote for its proposals.
On April 15, 2024, AFL-CIO stated that a stockholder proposal regarding freedom of association at Warrior Met Coal, Inc. has been added as Item #9. AFL-CIO announced that both ISS and Glass Lewis recommend voting in favor of this proposal. Source
At the AGM held on April 25, 2024, the following results were recorded: (i) Shareholders voted to adopt a resolution urging the Board to adopt a "poison pill" provision, (ii) Shareholders voted to adopt a resolution urging the Board to adopt a "proxy access" provision, (iii) Shareholders voted against a resolution urging the adoption of a "blank check" preferred stock amendment, (iv) Shareholders voted against a resolution urging the adoption of a "golden parachute" severance agreement policy, and (v) Shareholders voted against a resolution urging the assessment of the company's respect for human rights.
Engine Capital entered into an amendment to the Cooperation Agreement with Orthofix Medical Inc (OFIX)
Key Summary: On December 13, 2023, Engine Capital made a Cooperation Agreement with the company, ensuring the appointment of three new directors to the Board, who will be nominated for the 2024 Annual Meeting. On April 19, 2024, Engine Capital amended the Agreement, granting the Board the authority to determine if supporting specific individuals ("Specified Directors") at the meeting violates their legal obligations. If deemed so, Engine Capital can advocate for these directors to shareholders independently of the Board's approval.
Market Cap: $489 million | Orthofix Medical Inc. operates spine and orthopedics company in the United States, Italy, Germany, France, the United Kingdom, Brazil, and internationally.
On November 3, 2023, Engine Capital disclosed a 7.3% active stake in the company and stated that it has engaged, and expect to continue to engage, in discussions with the Board regarding certain governance matters. Source
On December 13, 2023, Engine Capital entered into a Cooperation Agreement with the company and pursuant to it, the company will appoint three new directors (Alan L. Bazaar, Michael M. Finegan or Charles R. Kummeth) to the Board and these new directors will be nominated for election at the 2024 Annual Meeting
On April 19, 2024, Engine Capital entered into an amendment to the Cooperation Agreement, dated December 11, 2023 with the company. The amendment allows the Board to decide whether supporting Alan L. Bazaar, Michael M. Finegan or Charles R. Kummeth (referred to as "Specified Directors") at the 2024 Annual Meeting would breach their legal duties. If so, Engine Capital can promote these directors to shareholders without the Board's endorsement.
Findell Capital Partners reaches agreement with Oportun Financial Corporation (OPRT)
Key Summary: Findell Capital Partners (5.4%) criticized the company's poor stock performance compared to its competitor, OneMain Holdings, Inc. They suggested replacing board members, reducing expenses, changing leadership, and improving governance. On March 7, 2024, they nominated three director candidates for the 2024 AGM. On April 22, 2024, the company entered into a cooperation agreement with Findell Capital Management.
Market Cap: $104 million | Oportun Financial Corporation provides financial services. It offers personal loans and credit cards.
On November 27, 2023, Findell Capital Partners (5.4%) highlighted that the company's stock had performed poorly compared to its competitor, OneMain Holdings, Inc. Findell Capital Partners believed this was due to wasteful investments and unproductive expenditures by the CEO and a board of directors lacking industry-specific knowledge. Findell Capital Partners suggested the following actions to unlock the company's value: replace board members with subprime lending experience, reduce operating expenditure, replace the then-current leadership team, and adopt shareholder-friendly governance. They intended to work constructively with the Board but reserved the right to take further action if needed to protect shareholder interests. Source
On December 4, 2023, Findell Capital Partners issued a letter to the shareholders expressing serious concerns about Oportun's financial and stock price underperformance under CEO Raul Vazquez.
Valuation Insight
"Oportun's core business is a great one. Under the right cost structure, the Company should generate +$3-$4 in earnings per share and the stock should trade for +$20 a share versus $2.60 a share today."
On March 7, 2024, Findell Capital Partners (6.7%) submitted a letter to the company nominating three director candidates – Susan Ehrlich, Scott Parker, and David Tomlinson – for election to the Board at the 2024 AGM. Findell Capital Partners has been in ongoing constructive and private discussions with the Board and management, aiming to reach a cooperative resolution. Source
On April 19, 2024, the company entered into a cooperation agreement with Findell Capital Management and pursuant to it, the company appointed Scott Parker as a new independent director and Richard Tambor as an observer to its Board. Tambor will also stand for election at the 2024 shareholder meeting.
SB Value Partners reaches cooperation agreement with AmeriServ Financial (ASRV)
Key Summary: In Jan 2023, Driver Management nominated directors, faced legal disputes with the company, and in May 2023, shareholders elected the company's candidates. In Sep 2023, Driver Management requested a special litigation committee and sought information regarding company bylaws. In Dec 2023, they raised concerns about insufficient legal proceedings disclosure. In Jan 2024, they highlighted their dispute with AmeriServ Financial and calls for shareholder inquiry into the company's actions. On April 12, 2024, Driver Management filed a complaint in the United States District Court for the Western District of Pennsylvania against the Company and the Company’s board of directors. On April 18, 2024, AmeriServ Financial, Inc. entered into a Cooperation Agreement with SB Value Partners.
Market Cap: $40 million | AmeriServ Financial, Inc. operates as the bank holding company for AmeriServ Financial Bank that provides various consumer, mortgage, and commercial financial products.
On January 17, 2023, Driver Management (8.6%) delivered a letter to the company nominating a slate of director candidates: J. Abbott R. Cooper, Julius D. Rudolph, and Mr. Simmons, for election to the Board at the 2023 AGM. Source
On January 20, 2023, Driver Management delivered a letter to the CEO of the company stating that it is exercising its right to inspect certain books and records and demands to inspect certain documents.
On March 15, 2023, the company disclosed that Driver management's notice of director candidate nominations is invalid. Source
On March 16, 2023, Driver Management sent a letter to the counsel of the company regarding the unlawful attempt by the company to prevent Driver's nominees from serving as candidates for election to the board.
On March 17, 2023, the Company filed a complaint against Driver Management and the Driver Nominees in the Court seeking declaratory judgment that (i) the Company properly rejected Driver Opportunity’s notice of intent to nominate director candidates at the annual meeting, which was submitted on January 17, 2023, and (ii) because of such rejection, Driver has no right to nominate candidates for election to the Board and the defendants have no right to seek election to the board at the annual meeting. Driver reiterates its belief that there is no justification for the conclusions reached by the Company and is committed to defending itself against what it views as, an attempt to prevent it from exercising its rights as a shareholder. Source
On March 29, 2023, Driver Management filed a complaint in the Court against the Company and the Company’s board of directors. Source
On May 31, 2023, the company announced that shareholders voted to elect the company’s three director candidates. Source
On September 7, 2023, Driver Management delivered a letter to the Chairman of the board stating that it intends to nominate J. Abbott R. Cooper for election to the board at the company's 2024 AGM.
On September 12, 2023, Driver Management delivered a letter to the Company’s counsel regarding a demand made on August 1, 2023, for the company to appoint a special litigation committee (SLC) to investigate alleged breaches of fiduciary duties by current and former members of the board. The demand relates to ongoing litigation preventing shareholders from voting for certain director candidates. Driver Management seeks confirmation of the SLC's appointment, the estimated investigation completion date, and expresses concern about ongoing corporate waste.
On September 19, 2023, Driver Management sent a letter to the Chairman of the Board, seeking confirmation that its request to inspect specific company records has been denied, as indicated in a previous Rejection Letter from the company.
On September 25, 2023, Driver Management sent a letter to the Chairman of the Board, expressing frustration with the lack of response to its requests for information regarding company bylaws and director nominations. It highlights the importance of this information for its upcoming director nominations and question the Board's transparency and accountability in light of ongoing legal costs and underperformance.
On December 12, 2023, Driver Management sent a letter to the Chairman of the Board highlighting concerns about insufficient disclosure of material legal proceedings in the company's recent Form 10-Q filings.
On January 23, 2024, Jack Babich, former SVP & Chief HR Officer of AmeriServ Financial, contacted Abbott Cooper via LinkedIn. Babich disclosed concerns about his forced retirement due to his objection to how the company handled illegal misconduct by another senior officer. Driver Management Company LLC, represented by Cooper, demanded access to AmeriServ's records to verify Babich's claims but faced refusal and litigation from AmeriServ. In response, AmeriServ filed a complaint against Babich, alleging a violation of confidentiality provisions in his retirement agreement. On January 26, 2024, AmeriServ filed a claim against Cooper for "tortious interference." Driver views AmeriServ's actions as an attempt to distract shareholders and questions the company's financial decisions and motives behind its legal actions. They urge shareholders to seek answers from AmeriServ's board regarding these matters. Source
On April 12, 2024, Driver Management filed a complaint in the United States District Court for the Western District of Pennsylvania against the Company and the Company’s board of directors. The complaint details breaches of both Pennsylvania state law and federal securities laws, emphasizing the company's alleged efforts to stifle shareholder participation and maintain control.
On April 18, 2024, the company entered into a Cooperation Agreement with SB Value Partners (7.7%) and pursuant to it, SB Value Partners agreed to vote in line with the Board's recommendations on all matters except those involving an Extraordinary Transaction.
ONGOING
Ancora Details Serious Governance, Process and Competition-Related Issues Stemming from Norfolk Southern’s (NSC) Appointment of John Orr as COO
Key Summary: On February 20, 2024, Ancora Alternatives 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.
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.
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.
On March 20, 2024, Ancora Advisors criticized the company for hiring COO Mr. Orr in a $25 million deal, arguing it benefited competitors and harmed shareholders. They condemned the lack of a thorough search and shareholder input, highlighting Orr's inexperience and the overlooked candidacy of Jamie Boychuk. Ancora called for leadership changes, accusing the board and CEO of prioritizing self-interest over shareholder value. Source
On March 28, 2024, Ancora Advisors posted its proxy materials to its campaign website at www.movenscforward.com.
On April 26, 2024, The Brotherhood of Locomotive Engineers and Trainmen, affiliated with the International Brotherhood of Teamsters, endorses Ancora's full slate of directors and proposed management team for the company. Source
Boots Capital Management proposed a plan to revitalize Crown Castle Inc. (CCI)
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: $42 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.
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.
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
On March 13, 2024, Boots Capital Management, LLC issued an open letter urging immediate action to restore leadership and enhance shareholder value. Miller proposed a detailed plan including the sale of the fiber business to refocus Crown Castle as a premier tower company. He emphasized the need for experienced tower professionals on the board and highlighted concerns about the current board's lack of operational expertise. Additionally, Miller stressed the importance of maintaining a sustainable dividend and restoring operational excellence to drive long-term success.
On March 28, 2024, Boots Capital Management filed proxy materials nominating four directors to address governance concerns. They criticized the Board for failures in CEO succession planning, dealings with Elliott Management, and lack of transparency. They aims to restore shareholder value by focusing on core assets and implementing a new strategy. Source
On April 10, 2024, Boots Capital Management filed proxy materials urging shareholders to vote for their nominees to restore confidence and steer Crown Castle towards excellence. Source
On April 16, 2024, the Delaware Court of Chancery granted expedited discovery to Boots Capital Management who accused the board of improperly increasing its seats during a proxy contest. A preliminary injunction hearing is set for early May. Boots Capital criticized the board for not reducing the number after appointing a new CEO, which ignored prior court directives. Source
On April 19, 2024, Boots Capital Management filed proxy materials urging shareholders to vote for their nominees.
On April 22, 2024, Boots Capital Management addressed fellow shareholders expressing dissatisfaction with the company's performance under the current Board. They highlighted a significant decline in shareholder value over the past decade, contrasting Crown Castle's performance unfavorably with its competitors. Boots Capital proposed a detailed plan to turn around Crown Castle, including accelerating the sale of the fiber business, rebooting the company as a pure-play tower business, and revamping leadership. Also, Boots Capital launched its website www.RebootCrownCastle.com Source
Gildan Activewear (GIL) Board Refreshment Plan Draws Criticism from Browning West
Key Summary: Browning West (5%) is concerned about CEO's abrupt termination and board's choices. They demand CEO reinstatement and may call a Special Meeting for changes. On Jan 23, 2024, Browning West voiced concern over Board's actions, citing value destruction, entrenchment tactics, and delay of Special Meeting, vowing to improve governance. On Jan 31, 2024, Browning West decided to nominate eight qualified candidates for the Board
Market Cap: $5.9 billion | Gildan Activewear Inc. manufactures and sells various apparel products in the United States, North America, Europe, Asia-Pacific, and Latin America.
On January 8, 2024, Browning West (5%) stated its concerns about the abrupt termination of CEO Glenn Chamandy and the appointment of Vince Tyra as his replacement by the company's board. It issued public letters (Dec 14, 2023, Dec 20, 2023, Dec 29, 2023) expressing its concerns and demands, including reinstating Chamandy, removing the board chair, and appointing a shareholder representative. Further, it stated that if the board continues to ignore its feedback, shareholders plan to requisition a Special Meeting to vote on removing directors and appointing its five candidates, which would potentially lead to changes in leadership. Source
Valuation insight
Browning West, in its letter dated December 14, 2023, opined that under Mr. Chamandy’s leadership, Gildan’s share price was poised to be worth $60 to $80 USD over the next two years, which represents an approximately 80% to 140% increase from the current price, which assumes that Mr. Chamandy delivers $4 of earnings per share and the stock re-rates to its historical valuation range.
On January 9, 2024, Browning West (5%) delivered a letter to the company to requisition a Special Meeting of Shareholders, seeking shareholder support at the upcoming Special Meeting to, (i) Remove eight of the incumbent directors, (ii) Appoint eight highly qualified director candidates to the Board.
On January 23, 2024, Browning West (5%) highlighted its concern regarding the Board's actions. It mentioned the requisition of a Special Meeting to vote on the reconstitution of the Board due to perceived value destruction and questionable leadership decisions. The Board was accused of resorting to entrenchment maneuvers, including seeking to invalidate Browning West's requisition based on antitrust allegations. The letter also criticized the Board's conduct, misinformation campaigns, and attempts to delay the Special Meeting. Browning West expressed determination to protect its investment and improve corporate governance at the company. Source
On January 29, 2024, the Company called an Annual and Special Meeting of Shareholders for May 28, 2024, in response to a requisition by Browning West seeking the removal and replacement of eight directors. In response, Browning West expressed disappointment in the Board's delay in setting the Meeting date and its legal actions. They emphasized that the delay seemed to protect an apparently unqualified CEO and criticized the distraction caused by the legal action.
On January 31, 2024, Browning West decided to nominate eight qualified candidates for the Board at the AGM rather than through a Special Meeting due to the Board's actions. They believe this approach simplifies the voting process, eliminates the need for legal tactics, and gives shareholders a chance to reject the CEO Vincent Tyra's record of value destruction.
On April 1, 2024, Browning West (5%) released an investor presentation outlining its plan to boost shareholder value and increase the company’s share price to over $60 by 2025 and exceeding $100 within the next five years. The presentation aimed to showcase the company’s potential under a new Board, featuring Browning West's director nominees, such as Michael Kneeland as Chair and Glenn Chamandy as CEO, in contrast to the potentially undervalued outcome of the company’s sale process. Browning West also issued a press release and launched a website for shareholders to access the presentation and related materials.
On April 22, 2024, the company announced a board refreshment strategy, appointing five new directors while five incumbents step down, effective May 1, 2024. The Board also indicated no further updates on the potential sale process before the Annual Meeting. In response, Browning West issued a press release critiquing the move as a defensive measure to avoid accountability and maintain Vince Tyra as CEO. They emphasized the Board's failure to reinstate Glenn Chamandy as CEO despite shareholder demand. Browning West questioned the qualifications of the new directors and reiterated support for their own slate, advocating for Glenn's return as CEO
Erez Asset Management nominated 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
On March 19, 2024, Erez Asset Management nominated two candidates for election to the Board at the 2024 AGM.
On April 2, 2024, Erez Asset Management filed proxy materials seeking support for its nominees.
On April 9, 2024, Erez Asset Management filed proxy materials urging shareholders to vote for their nominees and withhold votes from current trustees Taylor and Berry.
On April 22, 2024, Erez Asset Management issued the Investor Presentation titled “Change is Needed at Whitestone: Erez Offers a Path to Restoring Value for Shareholders.”
On April 26, 2024, Erez Asset Management filed proxy materials urging shareholders to vote for their nominees. It sent a letter to the shareholders highlighting the company's underperformance compared to peers, inefficient operations, and questionable governance practices.
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%.
Nilesh Undavia seeks support for himself at 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: $326 million | GrafTech International Ltd. research, develops, manufactures, and sells graphite and carbon-based solutions worldwide.
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
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.
On March 12, 2024, Nilesh Undavia expressed dissatisfaction with the company's performance in an open letter to fellow shareholders. Undavia highlighted concerns regarding the CEO search process, lack of board oversight, and substantial shareholder value destruction. He pointed out a decline in financial performance and criticized the board's composition and governance practices. Undavia proposed adding a shareholder representative to the board and emphasized the importance of appointing a CEO with industry expertise. He concluded by urging shareholders to evaluate the company's leadership and collaborate to improve its prospects.
On March 15, 2024, Nilesh Undavia filed proxy materials seeking support for himself at the AGM.
On March 26, 2024, Nilesh Undavia filed proxy materials seeking support for himself at the AGM.
On March 26, 2024, the company announced the appointment of Timothy K. Flanagan as its CEO and President, and has elected Mr. Flanagan to the Board, all effective March 26, 2024.
On April 2, 2024, Nilesh Undavia filed proxy materials seeking support for himself at the AGM.
On April 3, 2024, Nilesh Undavia issued a letter to the shareholders, criticizing the then-current leadership for a series of mistakes, including CEO turnover, damaged customer relationships, environmental mismanagement, and director compensation increases despite poor performance. Undavia opposed the recent appointment of Timothy Flanagan as CEO, citing his lack of relevant experience and the decline in shareholder value during his tenure. Undavia contrasted his substantial ownership stake in GrafTech with the minimal ownership of the company's nominee, Anthony Taccone, questioning Taccone's commitment to shareholder interests. Undavia urged shareholders to vote for change by supporting him on the Blue Proxy Card.
On April 12, 2024, Nilesh Undavia issued an investor presentation titled “Revive GrafTech International: Case For Nilesh Undavia As A Director For GrafTech”
On April 22, 2024, Nilesh Undavia issued an investor presentation titled “Revive GrafTech International: Nilesh Undavia’s Response to Management Setting the Record Straight”
ZimCal Asset Management Launches Campaign to Restore Shareholder Value at Medallion Financial (MFIN)
Key Summary: On April 11, 2024, ZimCal Asset Management, along with partners, launched restoretheshine.com, aiming to revitalize the company by advocating for leadership changes and prioritizing shareholder interests. KORR Acquisitions Group (4.4%) proposed governance changes in February 2021, urging MFIN's value enhancement. They nominated directors in December 2021 amid an SEC lawsuit, repeating their demands in February 2022. After a Cooperation Agreement on May 2, 2022, MFIN announced a $35 million stock repurchase program and added independent directors, leading to the withdrawal of KORR's nominees.
Market Cap: $183 million | Medallion Financial Corp., together with its subsidiaries, operates as a finance company in the United States. It originates, acquires, and services loans that finance taxi medallions and various types of commercial businesses.
ZimCal Asset Management
On April 11, 2024, ZimCal Asset Management, Stephen Hodges, BIMIZCI Fund, LLC, and Warnke Investments LLC (collectively, “ZimCal”) launched a website, www.restoretheshine.com, to communicate with the stockholders of the company in connection with the 2024 AGM. The presentation aimed to revitalize the company by advocating for changes in leadership and governance to prioritize shareholder interests. It highlighted the company's underperformance compared to peers and proposed five steps to improve its prospects, including enhancing the board, resolving an SEC complaint, and focusing on the core lending business. Two board nominees, Stephen Hodges and Judd Deppisch, were introduced as candidates with relevant experience. Overall, the presentation called for accountability and strategic focus to restore shareholder value.
On April 26, 2024, ZimCal Asset Management along with its affiliates, urged fellow stockholders to vote for their two nominated directors.
KORR Acquisitions Group
On March 31, 2021, KORR Acquisitions Group (4.4%) encourage the Board to improve its corporate governance by adding additional Board members with more relevant experience. Also, it stated that in February 2021, it has released a presentation regarding its proposals to remedy the company's underperformance and maximize value for all shareholders. In its presentation, KORR is pushing for change that it believes will unlock MFIN's true value of over $20 per share. It encourages the company to, (i) change its name, (ii) repurchase shares, (iii) consolidate office locations, (iv) reduce headcount, (v) sell non-core assets, (vi) re-align senior management compensation with shareholders, (vii) segregate Medallion loans.
On June 30, 2021, KORR Acquisitions Group delivered a letter to the company demanding inspection of certain of the company’s books and records.
On December 30, 2021 KORR Value (5.6%) delivered a letter to the company nominating a slate of two candidates, Andrew S. Fox and Philip P. Scala for election to the Board at the 2022 AGM. In the press release and letter, KORR Value expressed their deep concerns with a lawsuit recently filed by the SEC making alarming allegations of fraudulent schemes perpetrated by the company and its President Andrew Murstein to boost the company’s stock price and urged, among other things, for Andrew Murstein and Alvin Murstein to resign from the Board, for the Board to immediately appoint the Nominees to fill the resulting vacancies and for the Board to form a Special Committee of the Board to investigate and respond to the SEC allegations with the assistance of independent legal counsel. KORR Value also set forth various recommendations to enhance stockholder value, including the divestment of underperforming assets and reduction of unnecessary costs.
On February 28, 2022, KORR Value (5.7%) sent a letter to the Board reinforcing the urgent need for governance and strategic change. It urges independent directors to honor their fiduciary duties to all shareholders by facilitating sorely-needed governance improvements and exploring strategic alternatives.
On May 2, 2022, the company announced the Board has authorized a new stock repurchase program of $35 million. In conjunction with this authorization, Medallion Financial terminated its existing stock repurchase program. The Board has also announced that it will add two new independent directors to its Board of Directors and has created a Lead Independent Director position on the Board. In connection with these changes, the Company has entered into a Cooperation Agreement with ORR Value. Under the terms of the agreement, KORR has agreed to withdraw its director nominees for the Company’s 2022 AGM.
PRESS RELEASE
Jana Partners urges Wolfspeed (WOLF) to eye sale, other strategic alternatives
Key Summary: On April 23, 2024, Jana Partners urged the company to explore ways to increase shareholder value, potentially including a sale.
Market Cap: $3 billion | Wolfspeed, Inc. operates as a powerhouse semiconductor company focuses on silicon carbide and gallium nitride (GaN) technologies in Europe, Hong Kong, China, rest of Asia-Pacific, the United States, and internationally.
On April 23, 2024, Jana Partners urged the company to explore ways to increase shareholder value, potentially including a sale. Jana insisted on a thorough review of strategic options to enhance the company's performance. Source
Engine Capital Raises Concerns and Urges Caution in Letter to Dye & Durham (DND) Shareholders
Key Summary: On April 25, 2024, Engine Capital (6.6%) voiced concerns in a public letter about the company's performance and strategic decisions, including potential legal actions against dissenting shareholders.
Market Cap: $972 million | Dye & Durham Limited, together with its subsidiaries, provides cloud-based software and technology solutions for law firms, financial service institutions, sole-practitioner law firms, and government organizations in Canada, Australia, South Africa, Ireland, and the United Kingdom.
On April 25, 2024, Engine Capital (6.6%) issued a public letter to shareholders outlining concerns about the company's performance and strategic decisions. The letter expressed concern about potential legal actions by the board against dissenting shareholders and emphasized the importance of shareholder representation. Engine Capital urged the board to proceed with caution and prioritize shareholder interests.