325 Master Fund and Harbert Fund reaches agreement with TransAct Technologies (TACT)
Key Summary: Several activist funds have engaged with the company to push for governance and performance improvements. 325 Master Fund and Harbert Fund (6.5%) nominated two directors and secured commitments to declassify the Board and separate the Chair and CEO roles in 2022. Harbert Discovery Fund (6.6%) held discussions on enhancing shareholder value, while Grand Slam Asset Management (7.36%) advocated for board expansion with experienced directors, resulting in two new board appointments in 2019.
M.Cap: $102mm | TransAct Technologies Incorporated designs, develops, assembles, and markets transaction-based and specialty printers and terminals in the United States and internationally.
325 Master Fund and Harbert Fund
- On February 8, 2022, 325 Master Fund and Harbert Fund (together hold 6.5%) collectively delivered a letter to the company nominating two candidates, Audrey P. Dunning and Daniel M. Friedberg, for election to the Board at the 2022 AGM. They also submitted two non-binding proposals that the Board take all necessary steps in its power to (i) declassify the Board so that all directors are elected on an annual basis and (ii) separate the Chairman and CEO roles, such that the position of Chairman of the Board may not be held by any individual who is also an officer of the Company. Source
- On March 30, 2022, 325 Master Fund and Harbert Fund entered into a cooperation agreement with the company. The terms of the Cooperation Agreement include, among others, (i) the appointment of both Daniel M. Friedberg and Audrey P. Dunning to the Board, which will increase in size from five to seven directors, (ii) the continuation of the commitment by the company to declassify the Board by submitting to stockholders a binding proposal at the 2022 AGM, and (iii) an agreement by the company to separate the roles of Board Chair and CEO in advance of the 2022 AGM.
Harbert Discovery Fund
- On March 10, 2020, Harbert Discovery Fund disclosed 5.5% and stated that it had and anticipates having further conversations with members of the management and board of directors regarding possible ways to enhance shareholder value. Source
- On August 4, 2020, Harbert Discovery Fund increased its stake to 6.6%.
Grand Slam Asset Management
- On December 18, 2018, Grand Slam Asset Management (7.36%) sent a letter to the Board discussing its concerns about the company’s financial performance and its current intent to (i) support the expansion of the Board to include additional industry veterans and (ii) support the replacement of the Wall Street-experienced director with a director who has both Wall Street experience and who is, and has been, heavily committed to the company’s success from both an operating and stock performance perspective.
- On May 20, 2019, Grand Slam Asset Management (7.36%) sent another letter to the Board discussing, among other things, (i) its support of Emanuel Hilario and Ms. Olinger (newly nominated directors) for election to the Board and (ii) its gratitude to the Board and management for open communication and increased shareholder outreach. Source
- At the AGM held on May 28, 2019, Emanuel Hilario and Ms. Olinger were elected to the Board.
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