Board seat/ Agreement
On July 23, 2024, a Nomination Agreement was signed between Value Base Group (18.5%) and Valens Semiconductor Ltd (VLN). Under this agreement, Value Base Group's nominee, Mr. Tal Yaacobi, will join the Company's Board of Directors by August 8, 2024, serving as a Class I director and on the Nominating, Governance, and Sustainability Committee.
On July 2, 2024, Braemar Hotels & Resorts Inc (BHR) reached a cooperation agreement with Blackwells Capital LLC, wherein Blackwells will withdraw director nominations, cease proxy solicitation, support Braemar's directors and proposals at the 2024 Annual Meeting, and purchase 3.5 million shares of Braemar stock, partly financed by Braemar. Braemar will also add an additional independent director to its Board of Directors and will consider Blackwells’ input in this selection.
On July 1, 2024, 22NW Fund, LP (12.4%) entered into a Cooperation Agreement with Lifecore Biomedical, Inc (LFCR). Legion Partners Asset Management, LLC, and Wynnefield Capital, Inc., and their respective affiliates entered into similar support agreements.
On June 21, 2024, Clayton Capital withdrew its board nominees for Spruce Power Holding Corporation (SPRU) and entered a Cooperation Agreement with the Company. The agreement expanded the Board from six to seven members and appointed Clara Nagy McBane, Clayton's nominees, as a Class B director.
On June 18, 2024, Vestis Corp (VSTS) entered into a letter agreement with Corvex Management (12.9%) and pursuant to it, the Board appointed Keith Meister, Corvex Management, as a director on the Board. Source
On June 17, 2024, 22NW Fund (9.9%) entered into a cooperation agreement with Culp Inc (CULP) and pursuant to it, the company increased the size of the board from eight to nine directors and appointed Alexander B. Jones, 22NW Fund's representative, to fill the resulting vacancy.
On June 14, 2024, Ameriserv Financial (ASRV) has reached a cooperation and settlement agreement with Driver Management and pursuant to it, Driver has agreed to withdraw its notice of nomination of director candidates for election to the Company’s Board of Directors (the “Board”), along with other shareholder proposals, at the 2024 Annual Meeting of Shareholders and to voluntarily dismiss all outstanding litigation against AmeriServ.
On June 11, 2024, Camac Fund, ATG Capital Management and McIntyre Capital (together 7.6%) entered into a settlement agreement with Forte Biosciences (FBRX) and its Board, leading to the formation of a strategic alternatives committee by the company. The Board was expanded to nine seats, involving the resignation of one director and the appointment of two Camac-selected directors from a list of five candidates.
On May 28, 2024, Caligan Partners entered into a Cooperation Agreement with Anika Therapeutics (ANIK) and pursuant to it, Caligan withdrew its prior nomination of individuals to the Board and the company appointed William Jellison (one of the individuals Caligan nominated) and Joseph Capper to the Board effective as of May 28, 2024.
On May 9, 2024, Zuma Capital Management entered into a cooperation agreement with Presidio Property Trust (SQFT) and pursuant to it, the company appointed Elena Piliptchak as a Class III director to the Board.
On May 7, 2024, Stavros Vizirgianakis reached a letter agreement with Apyx Medical Corp (APYX) and pursuant to it, the company appointed Mr. Vizirgianakis to its Board, filling a vacancy left by Andrew Makrides' resignation and retirement. Additionally, Mr. Vizirgianakis was named Chair of the Board.
On May 6, 2024, Alight Inc (ALIT) entered into a cooperation agreement with Starboard and pursuant to it, the company announced the appointment of Dave Guilmette and Coretha Rushing as independent directors to its Board of Directors.
On April 19, 2024, Oportun Financial Corporation (OPRT) 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.
On April 18, 2024, Starboard reached an agreement with Algonquin Power & Utilities Corp (AQN) and pursuant to it, the Board size would increase, Brett C. Carter would join as a director, and Christopher Lopez would be nominated for election
On April 1, 2024, MRC Global (MRC) entered into a Cooperation Agreement with Engine Capital and pursuant to it, the company agreed to appoint Daniel B. Silvers (Engine Capital's candidate) as a member of the board effective as of April 1, 2024.
On April 1, 2024, Elanco Animal Health (ELAN) entered into an agreement with Ancora and pursuant to it, the company announced the appointment of two candidates of Ancora to the Board expanding the Board to 14 members.
On March 26, 2024, PW Partners entered into a Cooperation Agreement with BJ's Restaurants (BJRI) resulting in Atlas Fund IV withdrawing its proposals for the 2024 Annual Meeting. The Agreement engages PW Partners to advise on cost efficiencies, with Mr. Walsh being granted restricted stock units as compensation.
On March 22, 2024, 22NW Fund signed a Support Agreement with DIRTT Environmental Solutions (DRTTF), nominating Aron R. English for the Board and agreeing to support Board recommendations, with exceptions.
On March 25, 2024, Fossil Group (FOSL) entered into an agreement with Buxton Helmsley Group and pursuant to it, the company will appoint Pamela B. Corrie as a new member of its board of directors and the Nominating and Corporate Governance Committee. Ms. Corrie, referred to as the Investor Director, will also be nominated for election at 2024 AGM.
On March 5, 2024, Irenic Capital Management (5.1%) entered a Cooperation Agreement with Barnes Group Inc (B), resulting in the appointment of Adam J. Katz to the Board.
On March 4, 2024, Ventas, Inc. (VTR) 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.
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 of comScore (SCOR) at the AGM. On March 26, 2024, 180 Degree Capital (8.7%) issued a press release, which noted that it is gratified that the board has determined to nominate and support the election of Matthew F. McLaughlin for election to the Board at the 2024 AGM. 180 Degree Capital is hopeful that the Board will also support declassifying itself and put such proposal up for shareholder ratification at the Annual Meeting.
On March 1, 2024, Chefs' Warehouse, Inc (CHEF) entered into an agreement with Legion Partners Asset Management (3.3%) 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.
On February 28, 2024, Citi Trends Inc (CTRN) and Fund 1 Investments (10%) signed a cooperation agreement and pursuant to it, the company will appoint David Heath, Charles Liu, and Michael Kvitko as observers to its Board until the 2024 Annual Meeting.
On February 27, 2024, BJ's Restaurants Inc (BJRI) and Fund 1 Investments (9.5%) signed a Cooperation Agreement. Pursuant to it, the Board expanded to twelve directors, appointing C. Bradford Richmond to the Board.
On February 22, 2024, Indaba Capital Management (10.2%) entered into a Letter Agreement with ON24 Inc. (ONTF). Pursuant to the Letter Agreement, the company agreed to take all actions necessary to ensure that Ronald P. Mitchell will continue serving on the Board.
On February 21, 2024, Nevro Corp (NVRO) entered into a Cooperation Agreement with Engaged Capital (6%) pursuant to which Kirt P. Karros has been appointed to the Board.
On February 16, 2024, the Tarsadia Investments and Twelve Holdings (together 14.3%) entered into a cooperation agreement with Cue Health Inc. (HLTH) and pursuant to it, the company agreed to increase the size of the Board and appoint Mr. Reddy to the Board.
On February 16, 2024, Carl Icahn and Messrs. Jesse Lynn and Steven Miller entered into a Director Appointment and Nomination Agreement with Jetblue Airways Corporation (JBLU). Pursuant to the agreement, the company will include Messrs. Lynn and Miller, nominated by Carl Icahn, as observers on the Board
On February 14, 2024, the Radoff-Sudbury Group (12.5%) entered into a Cooperation Agreement with LifeVantage Corp (LFVN) and pursuant to it, the company increased the size of the Board and appointed Dayton Judd to the Board.
On February 14, 2024, Sound Financial Bancorp, Inc. (SFBC) announced its director nominees for election at the Annual Meeting in its Form 8-K, which nominees include Ms. Porcelli (Stilwell's (15.4%) nominee).
On February 13, 2024, Ajay Sundar, Managing Director at Starboard Value LP (61.2%), was appointed as a director of Acacia Research Corp (ACTG).
At the AGM held on February 8, 2024, Mr. Nouberger (Value Base ) and Mr. Rotenberg (Danbar Finance Ltd ) were elected to serve on the board of SHL Telemedicine Ltd.
On February 7, 2024, Strategic Value Investors (5.2%) entered into a standstill agreement with Bankfinancial Corporation (BFIN) and pursuant to it, Mr. Mackovak was appointed to the Board.
On February 6, 2024, Ancora Advisors (7.1%) entered into a cooperation agreement with Green Plains Inc. (GPRE). Pursuant to this agreement, the company will publicly announce a formal review by its Board of Directors to explore strategic alternatives.
On February 4, 2024, The Concerned Investor Group (14%) and Terran Orbital Corp (LLAP) entered an Agreement for the prompt appointment of a new director. The Concerned Investor Group could recommend up to three candidates, with final approval from the Committee and the Board.
On January 31, 2024, Legion Partners (5.4%) entered into a cooperation agreement with Clear Channel Outdoor Holdings, Inc. (CCO) and pursuant to it, the company increased the size of the Board to 10 and appointed Ted White (co-founder, Chief Compliance Officer and a Managing Director of Legion Partners Asset Management ) as a member of the Board.
On January 31, 2024, Hestia Capital (8.5%) entered into a cooperation agreement with Pitney Bowes Inc /DE/ (PBI) and pursuant to it, the company increased the size f the Board to ten and appointed new directors (William “Bill” Simon and Jill Sutton) to the Board.
On January 25, 2024, 22NW Fund (11.9%) and Foster L B (FSTR) entered into a cooperation agreement. This agreement stipulates that Alexander B. Jones will be nominated as a candidate for the Board at the 2024 Annual Meeting.
On January 16, 2024, Mo Chen (19.1%), the Executive Chairman of the Company's Board of Directors, entered into a Cooperation Agreement with Tusimple Holdings Inc. (TSP).
On January 11, 2024, Superior Industries International Inc (SUP) 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.
On January 10, 2024, Bradley L. Radoff (8%) entered into a Cooperation Agreement with EMCORE Corp (EMKR), and pursuant to it, 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.
On January 2, 2024, Bloomin' Brands, Inc (BLMN) entered into a cooperation agreement with Starboard (9.7%) and pursuant to it, the company appointed Dave George, former Chief Operating Officer of Darden Restaurants, and Jon Sagal, Partner at Starboard Value LP, to its Board.
On December 21, 2023, Universal Electronics Inc (UEIC) and Toro 18 Holdings LLC (11.9%) entered into a cooperation agreement. According to the agreement, the company will appoint Mr. Singer as a director until the 2024 Annual Meeting. Mr. Singer will also be included in the company's director nominee slate for the 2024 Annual Meeting.
On December 15, 2023, Limoneira (LMNR) and Peter J. Nolan entered into a Cooperation Agreement and pursuant to it, Mr. Nolan will join the Board from January 1, 2024, until the 2026 Annual Meeting of Stockholders.
On December 14, 2023, Forager Fund (6.8%) entered into a cooperation agreement with Delta Apparel, Inc (DLA) and pursuant to it, the company agreed to appoint Timothy Brog as a new independent director on the Board.
On November 16, 2023, Hanesbrands Inc (HBI) entered into a cooperation agreement with Barington Capital Group and pursuant to it, the company has appointed Colin Browne, Natasha Chand and John Mehas as independent directors to the Board.
On November 7, 2023, Stadium Capital Management entered into a cooperating agreement with Sleep Number Corporation (SNBR) and pursuant to it, the company agreed to add Stephen Macadam and Hilary Schneider (the “New Directors”) to its Board
On November 6, 2023, Bandera Partners entered into a Nomination and Standstill Agreement with Joint Corp (JYNT) and pursuant to it, the company agreed to appoint Jefferson Gramm, Managing member of Bandera Partners, to the Board.
On October 31, 2023, MEI Pharma, Inc (MEIP) entered into a cooperation agreement with Anson Funds and Cable Car Capital LLC. Pursuant to the agreement, the company appointed two directors designated by Anson Funds and Cable Car: Mr. James Flynn and Mr. Taheer Datoo. Additionally, Mr. Steven Wood, as mutually agreed upon by the Company and Anson Funds and Cable Car, was appointed to the Board as an additional MEI stockholder representative designated by the Board. As part of the cooperation agreement, Anson and Cable Car agreed to withdraw their consent solicitation and will vote for the Company’s slate of director nominees in connection with the 2024 AGM and the fiscal 2025 AGM. Also, the Company intended to promptly pay a dividend in the amount of $1.75 per share of common stock to all stockholders
On October 28, 2023, Provident Bancorp, Inc (PVBC) entered into an agreement with Joseph Stilwell (10.4%) and pursuant to it, the company has agreed to appoint Mr. Pollack to the Board and its wholly owned banking subsidiary, BankProv in the class of directors expiring at the Company’s 2025 AGM.
On September 19, 2023, CAS Investment Partners entered into a Cooperation Agreement with Cardlytics (CDLX) and pursuant to it, the company increased the size of the board to nine and appointed Alex Mishurov as a Class I director of the company at the 2025 AGM.
On August 21, 2023, Freshpet (FRPT) entered into a cooperation agreement with JANA Partners and pursuant to it, the company appointed Timothy McLevish and Joseph E. Scalzo to its Board.
On July 6, 2023, JANA Partners (8%) entered into a voting agreement with Mercury Systems (MRCY), pursuant to which Scott Ostfeld, a Managing Partner of JANA, was appointed to the board of directors.
On June 30, 2023, Rumbleon Inc (RMBL) entered into a Cooperation Agreement with Mr. Coulter and Mr. Tkach regarding the composition of the board. Mr. Tkach will be appointed to fill the vacancy left by the Departing Director.