Jun 20, 2025 activistcompany

Leaf Group (LEAF) Announces Shareholder Approval of Merger Agreement with Graham Holdings

Key Summary: In 2019 and 2020, Osmium Partners (initially 7.8%) led multiple campaigns urging Leaf Group to sell its Media and Marketplace assets, citing undervaluation, and later joined a 40% investor group with PEAK6, Oak, Boyle, Generation, and Spectrum calling for CEO removal, board refreshment, and a new strategic review; the group proposed a compromise in October 2020 and cut its stake to 23.8% by January 2021. VIEX Capital (6.6%) joined forces with Osmium and Oak in early 2021, opposed a dilutive offering, nominated directors, and criticized the $8.50/share sale to Graham Holdings, later dissolving the group and reducing its stake to 4.4% before the deal was approved. Madison Avenue Partners (6.4%) opposed the company’s board slate and strategic review efforts in March 2021, reducing its stake to 4.9% in May, while Penderfund (5.77%) called for operational improvements but trimmed its holding to 3.86% by early 2021.

M. Cap: $304 million | Leaf Group Ltd., together with its subsidiaries, operates as a diversified consumer Internet company worldwide. The company operates in two segments, Marketplaces and Media.

Madison Avenue Partners

On March 12, 2021, Madison Avenue Partners (6.4%) announced it would vote against the company’s slate of directors and demanded a halt to all capital markets and strategic review actions until after the 2021 AGM. Source

On May 27, 2021, Madison Avenue Partners reduced its stake to 4.9%.

VIEX Capital AdvisorsVIEX (6.6%) opposed the December 2020 discounted share issuance and demanded records inspection on January 19, 2021. It later formed a group with Osmium and Oak (25.1% total) to push for board changes and declassification, nominated three directors, and criticized the proposed sale to Graham Holdings at $8.50/share as undervalued, citing a valuation range of $15.83–$17.43. VIEX dissolved the group on May 12, reduced its stake to 4.4% on May 14, and the deal was ultimately approved by shareholders on June 11, 2021.

Osmium Partners, PEAK6, Boyle Capital, Oak, Generation, SpectrumStarting mid-2020, this investor group (40%) heavily criticized management’s performance and governance, called for CEO Moriarty’s removal, board refreshment, and a genuine strategic review. Despite multiple press releases, letters, and support from other shareholders, the board resisted. On October 22, 2020, the group proposed a compromise: Moriarty remains CEO with performance-linked options, two new directors join the board, and a new strategic review committee is formed. The group reduced its stake to 23.8% by January 2021.

Penderfund Capital ManagementOn June 29, 2020, Penderfund (5.77%) disclosed its stake and pushed for operational and strategic improvements. By January 12, 2021, it had reduced its holding to 3.86%.

Osmium Partners (2019 campaign)In March 2019, Osmium (7.8%) called for an immediate sale of Leaf Group’s Media and Marketplace assets, estimating a potential value of $16+/share. It nominated three board members but withdrew its proxy contest after the company announced a strategic review and board refresh in April. Osmium reduced its stake to 4.3% by August 2019.

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