13D weekly report - Jan 8, 2024 to Jan 12, 2024
$GIL, $RGS, $GNK, $EMKR, $SUP, $PRKA, $STAA, $FBRX, $VTR, $SBUX, $SLGC, $AIM
Table of contents
William Charters delivered a letter to Regis Corporation
GK Investor proposed Board nominations to Genco Shipping & Trading
Bradley L. Radoff reached agreement with EMCORE Corp
Mill Road Capital secured a Board seat in Superior Industries International
Allen Hartman Clashes with Silver Star Properties REIT Over Consent Solicitation
Focused Compounding Calls for Special Shareholder Meeting and Proposes Significant Bylaw Revisions
Broadwood Partners was pleased with the substantial progress in STAAR Surgical Company
Land & Buildings intends to nominate director candidates to the Board of Ventas
The Strategic Organizing Center nominated Board candidates to Starbucks Corporation
SomaLogic Stockholders Voted to Approve Standard BioTools Transaction at Special Meeting
AIM Shareholders Elect All Four Company Director Nominees at the Annual Meeting
INITIATED
Browning West Demands CEO Reinstatement and Special Meeting Amidst Termination Concerns at Gildan Activewear (GIL)
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.Market Cap: $5.4 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.
William Charters delivered a letter to Regis Corporation (RGS)
Key Summary: On Jan 9, 2024, Charters, Salvadore & Wyetzner voiced mismanagement concerns, seeking two board seats. On Dec 28, 2023, Galloway Capital expressed concern over stock performance, suggested adding board candidates, and emphasized alignment for shareholder value. Believes company undervalued by 5-10x.Market Cap: $24 million | Regis Corporation owns and franchises hair care salons in North America. The company operates through two segments, Franchise Salons and Company-Owned Salons.
William Charters
On January 9, 2024, William Charters together with Stephen Salvadore and Gary Wyetzner (7.6%) issued a letter to the Chairman of the Board expressing concerns about the company's mismanagement and the need for new leadership and governance. They requested two board seats to bring in skills and representation for shareholders. They criticized the company's announcement of evaluating strategic alternatives, suggesting that cost-cutting should be prioritized over raising capital. They believed that cost reductions can significantly improve earnings and that the current board and CEO have overseen a substantial decline in the company's market value. They advocate for board changes to facilitate a successful turnaround.
Galloway Capital Partners
On December 28, 2023, Galloway Capital Partners (4.9%) delivered a letter to the company's Chairman and CEO expressing disappointment in declining stock performance and offered support to enhance shareholder value. It suggested that the company could increase revenue by offering ancillary services and products similar to its competitor, Hair Cuttery Salons and proposed adding two candidates to the Board with public company experience. Galloway emphasized its alignment with the company's interests and its commitment to improving shareholder value without dilution.
Valuation Insight
"We believe the Company is solidly profitable at $30MM EBITDA and off to a very good start. While management has done a very good job in cutting costs and converting to a franchise system, this is certainly not reflected in the stock price. We believe the Company’s stock is undervalued by 5-10x"
GK Investor proposed Board nominations to Genco Shipping & Trading (GNK)
Key Summary: On Jan 9, 2024, GK Investor nominated Ms. Randee Day & Mr. Robert M. Pons for the Board at the 2024 AGM. They also proposed a "By-Law Repeal" for changes made without shareholder consent between Mar 28, 2023, & the 2024 Annual Meeting.Market Cap: $681 million | Genco Shipping & Trading Limited engages in the ocean transportation of drybulk cargoes through the ownership and operation of drybulk carrier vessels worldwide.
On January 9, 2024, GK Investor (5.4%) submitted a formal Notice, in accordance with the company's By-Laws, to propose the nominations of Ms. Randee Day and Mr. Robert M. Pons as Nominees for election to the Board at the 2024 AGM. GK Investor also conveyed its intent to present an additional shareholder proposal at the 2024 Annual Meeting. This proposal seeks to repeal any By-Laws provisions or amendments adopted by the Board without shareholder approval between March 28, 2023, and the 2024 Annual Meeting, known as the "By-Law Repeal Proposal." Source
Past
In July 2015, Strategic Value Partners (16.4%) discussed board representation with the company. By February 2016, they secured one board seat (17.3%). In October 2016, an agreement allowed board nominations, increasing to two at 25% ownership. On October 13, 2016, a representative planned to resign, with a replacement candidate proposed. Later, John Brantl joined the Board as Chairman of the Compensation Committee. In December 2016, Christoph Majeske's appointment was recommended, and on January 4, 2017, shareholders approved a board size increase and appointed Majeske to fill the vacancy.
BOARD SEAT/ AGM RESULTS
Bradley L. Radoff reached agreement with EMCORE Corp (EMKR)
Key Summary: In Dec 2023, Bradley L. Radoff nominated 3 candidates for the 2024 AGM. On Jan 10, 2024, he entered a Cooperation Agreement with the company. In Aug 2022, Cannell Capital cited CEO weakness, missed earnings, inexperienced Board, and conflicts.Market Cap: $34 million| EMCORE Corporation is engaged in designing and manufacturing indium phosphide (InP) optical chips, components, subsystems and systems for the broadband and specialty fiber optics market.
Background
On August 24, 2023, Bradley L. Radoff (8%) stated that he is concerned about the Company's share increase, price decline, and shareholder dissatisfaction. He urges a quick Board refresh with skilled directors, emphasizes shareholder input, and aims to unlock Company value through collaboration with the Board. Source
On December 5, 2023, Bradley L. Radoff delivered a letter to the company nominating three candidates for election to the Board at the 2024 annual meeting of shareholders
Update
On January 10, 2024, Bradley L. Radoff entered into a Cooperation Agreement with the company, and pursuant to it, the company agreed to accept the resignation of Chairman Stephen L. Domenik from the Board. The Board's size was increased by one member, making a total of six directors. Cletus C. Glasener and Jeffrey J. Roncka (Radoff candidates) were appointed as new directors, with their terms expiring at the 2024 Annual Meeting. Mr. Glasener also became Chairman of the Board. Mr. Radoff withdrew his director candidates for the 2024 Annual Meeting.
Past
On April 11, 2022, Cannell Capital disclosed a 9.98% active stake in the company and sent a letter to the Chairman of the Board requesting that the company replace two members of the Board immediately.
On August 3, 2022, Cannell Capital delivered a letter to the Board expressing its concerns that (i) EMKR's weak CEO is unable to retain or attract good people, (ii) EMKR's adrift management has missed "street" earnings estimates three out of the last six quarters,(iii) EMKR's disengaged BOD has little to no capital allocation experience and scant skin in the game. CC defines "skin" as that which you buy, not that which you are given; and (iv) EMKR faces a structural conflict wherein numerous external parties are allegedly interested in enjoying control, or significant ownership, in EMKR but the flaccid and self-serving BOD repels them.
Mill Road Capital secured a Board seat in Superior Industries International (SUP)
Key Summary: On January 11, 2024, the company and Mill Road Capital entered a Cooperation Agreement, appointing Deven Petito to the board.Market Cap: $96 million | Superior Industries International, Inc. designs and manufactures aluminum road wheels for sale to original equipment manufacturers.
On January 11, 2024, the company and Mill Road Capital (15.7%) entered into a Cooperation Agreement. According to this Agreement, the company has committed to appoint Deven Petito (Mill Road Designee) to its board of directors. Source
Past
D.C Capital Advisors
On February 3, 2020, D.C. Capital (4.8%) expressed concerns about low stock price and nominated Raynard Benvenuti for the Board. On May 6, 2020, the company agreed to add D.C. Capital's nominee to the Board after the 2020 AGM.
Gamco
Gamco lost its battle for the three consecutive years (2013-2015). In 2016, it nominated board members. In 2020, it withdrew a nominee after the company reached an agreement with D.C. Capital Partners.
ONGOING
Allen Hartman Clashes with Silver Star Properties REIT Over Consent Solicitation
Key Summary: In Oct 2023, Allen R. Hartman advocated for Silver Star's liquidation and criticized mismanagement, leading to legal disputes regarding annual meetings. In Dec 2023, Hartman was sued by Silver Star for alleged misconduct. In Jan 2024, the company is conducting a Consent Solicitation to re-elect directors, which Hartman opposes, citing board actions that thwart stockholder choices and violate the company's charter.Silver Star Properties REIT, Inc. is a self-managed real estate investment trust that is currently repositioning in an orderly manner into the self storage asset class.
Background
On October 17, 2023, Allen R. Hartman (15%) expressed his belief that Silver Star should pursue a liquidation strategy and return capital to investors due to perceived mismanagement. He argued that most stockholders would prefer their capital returned in a Texas commercial property REIT rather than risking it in a national self-storage strategy. Mr. Hartman attributed Silver Star's declining value to mismanagement by the Executive Committee, led by Gerald Haddock. He accused Silver Star of adopting a short-term liquidation approach with asset sales at discounted prices and overinvestment in self-storage ventures at high costs to investors. Silver Star hadn't held an annual stockholder meeting since 2013, leading Mr. Hartman to file a lawsuit for a 2023 meeting. In response, Silver Star changed its Bylaws to allow stockholders to act without a meeting, a move contested by Mr. Hartman as violating Maryland law. Additionally, he and vREIT requested access to Silver Star's stock ledger, which was denied, claiming a lack of a "legitimate purpose." Source
On October 19, 2023, Mr. Hartman and vREIT filed a First Amended Complaint in the Maryland Litigation to compel a 2023 annual meeting, inspect the stock ledger, and declare the Purported Bylaw Amendment unlawful. Source
On December 14, 2023, Allen R. Hartman issued a press release disclosing that he object to the ongoing consent solicitation and that he is going to vote “NO” to the proposal in the Consent Solicitation for the re-election of Jack I. Tompkins, Gerald W. Haddock and James S. Still to the Board.
On December 14, 2023, Silver Star Properties REIT, Inc. initiated legal proceedings against Allen R. Hartman and related parties, alleging multiple charges including fraud, conspiracy, slander of title, and breach of contract. The company contends that the Hartman Defendants engaged in self-dealing, misused company resources, breached fiduciary duties, and conducted fraudulent litigation, resulting in substantial damages. These legal actions seek to address the alleged misconduct and facilitate the recovery of damages. Source
Update
On January 8, 2024, Silver Star Properties REIT, Inc. stated that it is conducting a Consent Solicitation to re-elect incumbent directors while seeking to reduce the board's size, effectively removing Allen Hartman. Hartman, the largest stockholder, strongly opposes the re-election, alleging that the board is avoiding an annual meeting, violating the company's charter, and preventing meaningful stockholder choices. Source
Silver Star has not held an annual meeting of stockholders in a number of years. The Entrenched Directors have blocked all of Hartman’s efforts to hold an annual meeting where stockholders could have a choice between re-electing the Entrenched Directors versus an alternative slate that has a different vision of the Company. This summer, Hartman reminded the Company of its obligations under law and its charter to hold an annual meeting for the purpose of electing directors and asked when one would be scheduled. Rather than schedule a meeting, the Board enacted a bylaw amendment in an attempt to avoid an annual meeting where stockholders would have a choice, and instead the bylaw amendment would permit directors to be elected by stockholder consent obtained through a consent solicitation. The Hartman Group believes the bylaw amendment was made in bad faith by the Entrenched Directors, is a blatant manipulation of the corporate machinery by them to remain in office, and violates Silver Star’s charter and Maryland law. Hartman has been forced to resort to litigation, and has in fact sued the Company and the Entrenched Directors to declare the bylaw amendment invalid and to compel an annual meeting.
On January 12, 2024, Allen Hartman and the Hartman Group sent an email to the shareholders, expressing frustration with the current Board and advocating for the liquidation of the company instead of pursuing a self-storage strategy. They proposed a new board focused on selling properties, paying down debt, and returning capital to shareholders. They cited an estimated conservative value of $8.00 per share and urged investors to revoke their consent solicitation votes to push for liquidation. Source
Focused Compounding Calls for Special Shareholder Meeting and Proposes Significant Bylaw Revisions at Parks America (PRKA)
Key Summary: In January 2020, Focused Compounding disclosed a 17.01% stake and requested discussions. In December 2023, they demanded a special shareholder meeting.Market Cap: $31 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.
Update
On January 8, 2024, Focused Compounding sent a letter to the Board addressing the prolonged absence of elections, emphasizing the importance of regular, free, and fair elections for a public company's governance. Gannon and Andrew Kuhn propose a 1-for-100 reverse stock split and vow to prioritize shareholder engagement, including quarterly earnings calls and annual meetings. They advocate for total removal of the current board, emphasizing the moral judgment involved in not holding elections for 13 years and the necessity of doing the right thing.
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.
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
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
Broadwood Partners was pleased with the substantial progress in STAAR Surgical Company (STAA)
Key Summary: Broadwood Partners noted progress in STAAR Surgical Company. On Jan 10, 2024 (22.1%), despite a stock price dip, it believed in the company's growth and opposed undervalued acquisitions. It stressed corporate governance and planned to engage for more enhancements and value creation.Market Cap: $1.6 billion | STAAR Surgical Company designs, develops, manufactures and sells implantable lenses for the eye and delivery systems used to deliver the lenses into the eye.
Background
In 2015, Broadwood Partners disclosed a 2.3% stake and sought a board seat, while it increased its holdings from 17.3% to 21.6%, citing governance and alignment concerns and faith in management. In 2016, Broadwood's stake grew to 27%, recognizing governance improvements but maintaining alignment concerns, emphasizing the need for more progress. In August 2018, holding 24.7%, Broadwood Partners noted substantial company progress under improved management, better results, and increased recognition, acknowledging governance advancements and committing to ongoing dialogue for long-term value. In August 2020, with a 23.6% stake, it reaffirmed its belief in the company's progress, and on January 28, 2021, at 21.5%, expressed satisfaction with ongoing corporate governance enhancements, crediting shareholder-oriented governance since 2014-2016 via shareholder-board dialogue.
Update
On January 10, 2024, Broadwood Partners (22.1%) stated that despite the company's stock price having fallen since its last filing in November 2023, it believed the company had continued to grow and improve its financials. It opposed any acquisition offer at a price below its perceived long-term value. Broadwood Partners also emphasized the importance of corporate governance and shareholder alignment, noting past contributions and recent improvements. It planned to remain engaged in dialogue with the Board and other shareholders for further governance enhancements and value creation. Source
BML Investment Partners Faces Lawsuit from Forte Biosciences (FBRX) Alleging Undisclosed Group Involvement and SEC Violations
Key Summary: Various investment firms, including BML Investment Partners, Camac Fund, ATG Fund, McIntyre Capital, and Funicular Funds, expressed concerns, advocated for change, and recommended actions in relation to a company's management and governance.Market Cap: $31 million | Forte Biosciences, Inc. operates as a clinical-stage biopharmaceutical company in the United States.
Background
BML Investment Partners
On May 24, 2022, Braden Leonard, BML Investment Partners (8.9%), sent an email to the company's Chairman & CEO, Paul Wagner, indicating that BML believes that the company should liquidate and return cash to shareholders. Source
On July 6, 2022, Braden Leonard, BML Investment Partners (9.1%), sent a follow up email to the company's Chairman & CEO, Paul Wagner, indicating that BML believes that the company should liquidate and/or return cash to shareholders. Source
On August 15, 2022, Braden Leonard, BML Investment Partners (7.2%) sent a follow up email to the Chairman & CEO, Paul Wagner, indicating that BML believes that the company is destroying shareholder value by issuing shares at the current price. Also, he reiterated that shareholders would be far better off if the Board had decided to liquidate. Source
On September 15, 2023, BML Investment Partners announced its plans to vote its shares in favor of proposals put forth by Camac Partners and ATG Capital Management.
On September 26, 2023, the company announced the voting results from the September 19, 2023, election, where shareholders re-elected the incumbent director nominees to the board. Source
Camac Fund, ATG Fund and McIntyre Capital
On August 4, 2022, ATG Fund (9.9%) stated that it has previously expressed dissatisfaction with the strategic direction of the company in connection with the company’s introduction of its “poison pill.” It is the current intention of ATG Fund to engage in discussions with the management, board, other representatives regarding potential alternatives and recommendations that ATG Fund believes would present the opportunity for more immediate and certain value creation for the stockholders. Such alternatives and recommendations may include, without limitation, liquidation of the company’s assets and return of capital to the stockholders. Source
On August 17, 2022, Camac Partners (7.1%) expressed concerns regarding the Company’s sizable trading price discount relative to its cash on hand and the Board's decision to conduct a highly dilutive equity capital raise following the emergence of four separate Schedule 13D filers. Source
On February 17, 2023, Camac Fund delivered a letter to the company nominating Michael G. Hacke and Chris McIntyre for election to the board at the 2023 AGM.
On May 25, 2023, Camac Fund filed proxy materials seeking support for its nominees.
On July 3, 2023, Camac Fund resubmitted its nomination of the Nominees for election to the Board at the annual meeting following the company’s disclosure that the annual meeting will be held on September 19, 2023. Source
On August 31, 2023, Camac Fund, LP, ATG Capital Management, LLC, and McIntyre Capital (collectively referred to as 'the Concerned FBRX Stockholders') formed a group and issued an Investor Presentation titled 'The Case for Boardroom Change at Forte Biosciences".
On September 6, 2023, the Concerned FBRX Stockholders addresses various misrepresentations by the company, highlighting that they are not advocating for liquidation but rather accountability and improved governance. They criticize Forte's recent private placement, which they view as dilutive and done to entrench current leadership. They also question Forte's comparisons with other biotech transactions and point out that their concerns extend beyond management's performance to its misalignment with stockholders. The group urges stockholders to vote "FOR" their independent nominees at AGM on September 19, 2023. Source
On September 14, 2023, ISS and Glass Lewis recommended stockholders support boardroom change at the company’s upcoming AGM. Source
On September 26, 2023, the company announced the voting results from the September 19, 2023, election, where shareholders re-elected the incumbent director nominees to the board. Source
Funicular Funds
On July 6, 2022, Funicular Funds disclosed a 7.5% active stake in the company and stated its belief that the Board could made an immediate value creation through a substantial buyback program, tender offer at a premium, or special dividend. Funicular Funds requested that the Board evaluate, in conjunction with the company’s continued development program, a tender offer or other extraordinary transaction to return $20 million (or such other amount deemed appropriate under the circumstances) and promptly report back to holders.
On July 19, 2022, Funicular Funds (9.9%) expressed its concerns regarding the company's adoption of poison pill. Source
On August 24, 2022, Funicular Funds sent a letter to the Board expressing its concern with the Board’s failure to address the legitimate concerns previously raised by stockholders and its decision to embark on a value-destructive, scorched-earth path with a dilutive and unnecessary capital raise, without so much as an explanation for its actions. In the letter, the Fund urges the Board to immediately establish a special committee comprised solely of independent directors to: (i) thoroughly investigate recent actions taken in response to stockholder feedback, (ii) rectify the recent dilutive capital raise by formulating a plan to return capital to stockholders, (iii) consider and recommend a separation of the Chairman and CEO roles at the company, and (iv) exercise the Board’s authority under the company’s Bylaws to call a special meeting of stockholders to allow the owners of the company to determine its future direction.
Update
On January 11, 2024, BML Investment Partners disclosed that on October 28, 2023, the company filed a lawsuit against them, alleging they were part of an undisclosed group, violating SEC regulations. On November 20, 2023, a stipulation was agreed upon for defendants to respond by January 16, 2024. BML Investment Partners stated that they considered the lawsuit baseless and intended to vigorously defend themselves. They denied all allegations, including group membership and the need for additional disclosures. Source
Land & Buildings intends to nominate director candidates to the Board of 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.Market Cap: $19 billion | Ventas, an S&P 500 company, operates at the intersection of two powerful and dynamic industries – 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.
Update
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
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 Strategic Organizing Center nominated Board candidates to Starbucks Corporation (SBUX)
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 shareholdersMarket 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
Update
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
SomaLogic (SLGC) Stockholders Voted to Approve Standard BioTools Transaction at Special Meeting
Key Summary: Madryn Asset Management (4.2%) opposes the SomaLogic-Standard BioTools merger, soliciting "AGAINST" votes. At the special meeting, shareholders approved the merger with Standard BioTools IncMarket Cap: $462 million | SomaLogic, Inc. operates as a protein biomarker discovery and clinical diagnostics company in the United States.
Background
On December 12, 2023, Madryn Asset Management (4.2%) sent a letter to the shareholders regarding the proposed merger of SomaLogic with Standard BioTools Inc. In the letter, Madryn expresses its belief that the proposed merger is not in the best interests of the company's stockholders and solicits proxies from stockholders to vote "AGAINST" the merger at the upcoming Special Meeting scheduled for January 4, 2024. Source
On December 18, 2023, Madryn Asset Management issued an investor presentation titled “The Case for Voting AGAINST the SLGC-LAB Proposed Merger”
On December 18, 2023, Madryn Asset Management launched a website, www.NoSomaLogicMerger.com, to communicate with the stockholders of the company. Source
On December 22, 2023, ISS recommended that stockholders vote “FOR” the pending merger with Standard BioTools at the company’s Special Meeting of Stockholders to be held on January 4, 2024. Source
On December 26, 2023, Madryn Asset Management issued a press release opposing the SomaLogic-Standard BioTools merger due to concerns about inadequate disclosures, potential conflicts of interest, and inaccurate information in an ISS report. It called for an "AGAINST" vote by shareholders. Madryn Asset Management requested ISS to change its merger recommendation, citing inaccuracies, undervaluation, governance issues, and shareholder opposition. Madryn Asset Management revealed SomaLogic's failure to engage with Labcorp before the merger recommendation and called for a delay in the shareholder meeting. Source
On December 29, 2023, Glass Lewis recommended that stockholders vote “FOR” the pending merger with Standard BioTools at the company’s Special Meeting of Stockholders to be held on January 4, 2024
On December 29, 2023, Madryn Asset Management issued a press release expressing strong opposition to the proposed merger between SomaLogic and Standard BioTools Inc. Madryn highlighted increasing public shareholder opposition to the merger, with four SomaLogic shareholders openly stating their intention to vote against it. They called the merger undervalued, criticized the process, and urged shareholders to vote against it.
On January 2, 2024, Madryn Asset Management submitted a letter to the Delaware Court of Chancery that it requested a postponement of the stockholder vote on the proposed stock-for-stock merger with Standard BioTools Inc. due to the lack of public access to filings related to a preliminary injunction motion. The vote was scheduled for January 4, 2024, but key documents were under seal and set to be unsealed after the vote. Madryn expressed concerns about the lack of transparency. They argued that stockholders needed access to all relevant information before voting on the transaction and urged the court to postpone the vote until after January 9, 2024, when the sealed filings would become public.
On January 4, 2024, Madryn Asset Management commented on the adjournments of the Special Meeting related to the proposed merger with Standard BioTools Inc. They also urge the Board to consider alternative options and express readiness for productive discussions. Source
Update
At the special meeting held on January 4, 2024, shareholders approved the merger with Standard BioTools Inc. Source
AIM Immunotech (AIM) Shareholders Elect All Four Company Director Nominees at the Annual Meeting
Key Summary: In Aug 2023, AIM rejected Ted Kellner's board nomination. Subsequently, Kellner filed a lawsuit challenging bylaw amendments. Delaware Court invalidated four Board bylaws favoring Kellner on Dec 28, 2023, but found his nominations non-compliant. Kellner pursued an expedited appeal and sought to delay the Annual Meeting, while advocating for a vote on his nominees. At the AGM, shareholders elected all the company's director nominees.Market Cap: $23 million | AIM ImmunoTech Inc., an immuno-pharma company, focuses on the research and development of therapeutics to treat multiple types of cancers, viral diseases, and immune-deficiency disorders in the United States.
Background
On August 7, 2023, Ted D. Kellner (who, together with Todd Deutsch, owns 6.5%) stated that he had delivered a notice to the Company regarding his intent to nominate himself, Mr. Chioini, and Mr. Deutsch for election to the board at the 2023 AGM. Source
On August 23, 2023, the Company rejected Mr. Kellner's Notice. On August 25, Mr. Kellner sued in the Delaware Court of Chancery seeking declarations that the bylaw amendments are unlawful and accuses directors of breaching fiduciary duties. He requested a quick trial before the 2023 Annual Meeting. Source
On October 13, 2023, Ted D. Kellner filed proxy materials seeking support for his nominees. Source
On November 1, 2023, Ted D. Kellner filed proxy materials seeking support for his nominees.
On December 28, 2023, the Delaware Court of Chancery invalidated four advance notice bylaw provisions that had been adopted by the Board in March 2023, favoring Mr. Kellner. However, the Court found that Mr. Kellner's notice of nominations did not comply with some of the Company's remaining advance notice provisions. Mr. Kellner disagreed with the Court's opinion on this matter and pursued an expedited appeal while seeking to halt the Company's Annual Meeting during the appeal. AIM had announced that it would disregard Kellner Group's nominations, but stockholders still had the option to "withhold" votes for incumbent directors. Mr. Kellner had intended to pursue his appeal and seek relief for a stockholder vote on Kellner Group nominees, even if the Annual Meeting proceeded as scheduled.
Update
At the AGM held on January 5, 2024, shareholders have elected all four of the Company’s directors. But two directors received more than 40% withheld votes. Source
Past
In July 2022, Jonathan Jorgl and his nominees, Robert L. Chioini and Michael Rice, collectively known as the AIM Stockholder Full Value Committee, notified AIM ImmunoTech Inc of their intention to nominate Chioini and Rice for the company's board, aiming to replace Directors William Mitchell and Stewart Appelrouth. The committee reiterated its commitment to this cause in August, and later, in September, filed proxy materials seeking support for their nominees. Disagreements arose as AIM considered the nomination notice invalid due to non-compliance with the company's bylaws. Jorgl sued AIM in Delaware's Chancery Court seeking validation of the nomination. In October, AIM's claims against the committee were dismissed, and the committee continued to voice its concerns, especially after discovering alarming statements made by incumbent directors during the ongoing legal proceedings. In November, the Chancery Court denied Jorgl's plea for a preliminary injunction. Although the committee disagreed with this decision, they opted against proceeding with a trial or seeking an appeal. Finally, at the AGM held on November 3, 2022, all three company's director nominees were elected to the Board.