13D weekly report - Apr 21, 2025 to Apr 25, 2025

Value Base Ltd Opposes Poison Pill, Citing Shareholder Harm at Perion Network Ltd (PERI)

Key Summary: On April 21, 2025, Value Base Ltd (5.85%) opposed the Board's adoption of a Poison Pill, alleging harm to shareholders

Market Cap: $1.5 billion| Perion Network Ltd. provides digital advertising solutions to brands, agencies, and retailers in the United States and internationally. 

On April 21, 2025, Value Base Ltd (5.85%) sent a letter to the Board opposing the recent adoption of a Poison Pill, alleging it was harmful to shareholders, illegally implemented, and tainted by board conflicts of interest; they demanded its rescission or submission to a shareholder vote within seven business days. Value Base Ltd is also considering additional actions, such as calling a shareholder meeting or engaging with management and stakeholders, to challenge the Poison Pill. Source

Galloway Opposes WW International, Inc (WW) Rumored Bankruptcy, Urges Debt Restructuring

Key Summary: On April 25, 2025, Galloway Capital Partners (2.87%) opposed the company’s rumored Chapter 11, citing strong performance and no near-term debt maturities, urging debt restructuring instead and threatening to form an Equity Committee if bankruptcy proceeds.

Market Cap: $31 million| WW International, Inc. provides weight management products and services in the United States, Germany, and internationally.

On April 25, 2025, Galloway Capital Partners (2.87%) opposed rumored Chapter 11 plans, arguing the company’s debt isn’t due until 2028-2029 and its strong Q4 results, growing clinical business, and large membership base suggest viability. Galloway warned that bankruptcy would severely harm shareholders and breach fiduciary duties, recommending instead a debt restructuring similar to Regis Corporation's, which led to an 8x stock increase. Galloway cited the recent stock drop (from $1.40 to $0.14) due to bankruptcy rumors and threatened to form an Equity Committee if Chapter 11 proceeds. Source

Starboard Value reaches agreement with Autodesk Inc (ADSK)

Key Summary: Starboard Value LP, holding over $500 million in Autodesk, has raised concerns over misleading billing practices and poor governance, filing a lawsuit to delay Autodesk’s 2024 Annual Meeting. They advocate for improved growth, profitability, and shareholder-friendly policies. On March 18, 2025, Starboard Value announced its intent to nominate director candidates for election to the Board at the upcoming AGM. On March 26, 2025, Starboard Value nominated three directors for the 2025 Annual Meeting. On April 24, 2025, the company announced that it will appoint Jeff Epstein and Christie Simons to its Board in connection with a cooperation agreement with Starboard Value.

Market Cap: $58 billion | Autodesk, Inc. provides 3D design, engineering, and entertainment technology solutions worldwide. 

On June 17, 2024, Starboard Value LP, holding over $500 million in Autodesk stock, has raised significant concerns regarding Autodesk’s operations, governance, and financial disclosures. An internal investigation revealed misleading billing practices and artificially inflated free cash flow, impacting executive compensation and not disclosed to shareholders timely. Starboard has filed a lawsuit to delay Autodesk’s 2024 Annual Meeting and reopen the nomination window for directors. They advocate for improved growth, profitability, shareholder-friendly policies, and enhanced board oversight to rebuild investor confidence and drive long-term value. Source

On June 25, 2024, Starboard Value issued a letter to the Board expressing concerns about the company's operations, governance, and accountability. They highlighted disappointment with the company's inadequate response to governance issues and misleading disclosures uncovered by an Audit Committee Investigation. Starboard emphasized shareholder dissatisfaction and outlined opportunities for Autodesk to improve its financial performance and governance. They criticized management for intentionally misleading investors about billing practices to inflate free cash flow, leading to investigations and shareholder losses. Starboard urged transparency, accountability, and significant changes at Autodesk to restore shareholder trust and enhance company performance.

On August 6, 2024, Starboard Value issued a presentation criticizing the leadership, particularly CEO Andrew Anagnost, for significant underperformance over the last seven years. Key issues included share price underperformance, missed financial targets, misleading disclosures, poor capital allocation, and problematic compensation practices. Starboard called for substantial changes, including reevaluating the CEO, improving cost structure, budgeting discipline, and overhauling compensation practices. They believed Autodesk could achieve higher operating margins and EBITDA by FY2027 through these reforms

On March 19, 2025, Starboard Value expressed concerns about the company's underperformance despite its high-quality business model. They cite issues such as subpar profitability, missed Investor Day targets, misleading disclosures, and poor governance. Starboard believes Autodesk's management has failed to improve financial results, with recent actions like a workforce reduction raising more questions than answers. They contend that Autodesk can improve its margins by targeting a 45% adjusted operating margin by FY2028 through cost savings and better incremental margins. Starboard plans to nominate directors at the 2025 Annual Meeting to push for accountability and governance changes. Source

On March 26, 2025, Starboard Value nominated three directors for the 2025 Annual Meeting, citing the company’s long-term financial underperformance and misleading claims about TSR and Investor Day targets. Starboard criticized Autodesk’s lack of management accountability and stressed the need for a well-functioning Board to drive value creation. They believe Autodesk could achieve non-GAAP operating margins of 41-42% by FY2028 with proper governance and oversight. Source

On April 24, 2025, the company announced that it will appoint Jeff Epstein and Christie Simons to its Board in connection with a cooperation agreement with Starboard Value.

Past

On November 4, 2015, Sachem Head Capital Management disclosed a 5.7% stake in the company and intended to engage with management on various business aspects. On November 13, 2015, Eminence Capital and Sachem Head, holding a combined 11.5%, agreed to coordinate efforts regarding their investment. On March 10, 2016, the company entered a settlement agreement with both firms, expanding the board and appointing three new directors.

Ranbir Singh entered into a cooperation agreement with Navitas Semiconductor Corp (NVTS)

Key Summary: On February 27, 2025, Ranbir Singh (13.45%), a key stockholder since the 2022 GeneSiC acquisition, raised concerns over the company's declining performance. He served as Executive VP until November 2024 and has been a Board member since. On February 20, 2025, he began discussions with fellow Board members to address leadership and governance issues. On April 23, 2025, Ranbir Singh and the company entered into a cooperation agreement with the company.

Market Cap: $390 million| Navitas Semiconductor Corporation designs, develops, and markets gallium nitride power integrated circuits, silicon carbide, associated high-speed silicon system controllers, and digital isolators used in power conversion and charging.   

On February 27, 2025, Ranbir Singh (13.4%), a significant stockholder since the company's acquisition of GeneSiC Semiconductor in 2022, has expressed growing concerns over the company's declining performance. He served as Executive VP until November 2024 and has been a Board member since then. On February 20, 2025, Dr. Singh began engaging with fellow Board members to discuss improving leadership and corporate governance, hoping to resolve his concerns through ongoing dialogue. Source

On April 23, 2025, Ranbir Singh and the company entered into a cooperation agreement under which Gene Sheridan resigned as Chairman, replaced by Richard J. Hendrix, and Daniel Kinzer agreed to resign as CTO, COO, and director by May 1, 2025, pending the appointment of a new director recommended by Dr. Singh. The company will support the election of Dr. Singh and the new director at the 2025 annual meeting. Additionally, an Executive Steering Committee, chaired by Dr. Singh and including Hendrix and David Moxam, will oversee strategic matters such as capital allocation, expenses, senior hiring, and succession planning.

GAMCO Presses for Transparency in Paramount (PARA)-NAI Deal After Court Finds Credible Basis for Wrongdoing

Key Summary: On October 25, 2024, GAMCO (11.82%) issued a press release urging Paramount’s board to review Project Rise Partners' higher offer. On April 23, 2025, GAMCO Investors (GAMI) reaffirmed its pursuit of Operation Fishbowl, alleging NAI secured extra compensation in the Skydance deal not offered to other shareholders.

Market Cap: $8.1 billion | Paramount Global operates as a media, streaming, and entertainment company worldwide. 

On October 25, 2024, GAMCO (11.82%) issued a press release urging Paramount’s board to review Project Rise Partners' higher offer, despite the “Go Shop” period ending on August 21, 2024, and demanded an explanation if the offer is not considered.

On April 23, 2025, GAMCO Investors (GAMI), stated that it is pursuing Operation Fishbowl to ensure transparency over what National Amusements (NAI), controlled by Shari Redstone, will receive for its voting shares. GAMI alleges NAI secured additional compensation in the Skydance transaction not offered to other shareholders. The Delaware Chancery Court found GAMI’s Gabelli Value 25 Fund presented a credible basis to suspect wrongdoing by Paramount. GAMI contends NAI's shares are valued higher than the $23 per share offered to minority shareholders and will continue efforts to ensure equitable treatment. Source

Land & Buildings nominated two candidates to the Board 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. On February 19, 2025, Land & Buildings announced that it has nominated two candidates for election to the Board

Market Cap: $3.5 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.

On May 8, 2024, Land & Buildings criticized the company's recent actions as insufficient in addressing governance concerns. Land & Buildings urged full destaggering of the Board and collaboration with shareholders to appoint an independent director. They planned to vote against incumbent directors Webb and Swafford at the upcoming Annual Meeting. Source

On May 15, 2024, Land & Buildings issued a presentation on National Health Investors reiterating their concerns.

On February 19, 2025, Land & Buildings announced that it has nominated two experienced and independent candidates for election to the Board at the upcoming 2025 Annual Meeting of Stockholders.

On March 24, 2025, Land & Buildings filed proxy materials seeking support for its nominees.

On April 24, 2025, Land & Buildings issued an investor presentation titled “National Health Investors (NHI): A Governance Cure for a Healthier Future,” reiterating their concerns.

H Partners Releases Presentation Outlining Urgent Need for Leadership Change at Harley-Davidson (HOG)

Key Summary: H Partners Management disclosed an 8% stake in Harley-Davidson in December 2021, raising concerns about executive compensation, governance, and Board composition, which led to a cooperation agreement in February 2022 and the appointment of H Partners’ Jared Dourdeville to the Board and key committees. However, on April 5, 2025, Dourdeville resigned, citing serious concerns over leadership and performance, following a letter urging the resignation of the CEO, Chairman, and a Director due to sustained underperformance and a call for new leadership to regain stakeholder trust and drive value.

Market Cap: $2.7 billion | Harley-Davidson, Inc. manufactures and sells custom, cruiser, and touring motorcycles. 

H Partners Management

On December 16, 2021, H Partners Management disclosed a 8% active stake in the company and expressed its concerns regarding certain features of the company’s executive compensation structure, corporate governance practices and Board composition. To address these concerns, H Partners has recently engaged, and expect to continue to engage, in discussions with the Board regarding suggestions aimed at improvements to align the company with the best interests of shareholders, including the addition of a representative to the Board. Source

On February 3, 2022, the company entered into a cooperation agreement with H Partners Management (8.2%) and pursuant to it, Jared Dourdeville, a Partner at H Partners, has joined the Harley-Davidson Board of Directors. Mr Dourdeville has also been appointed to the Human Resources Committee and the Nominating and Corporate Governance Committee

On April 5, 2025, Jared Dourdeville, a Partner at H Partners submitted his resignation, citing serious concerns about the company’s leadership and performance. The move follows an April 1, 2025 letter urging the resignations of CEO Jochen Zeitz, Chairman Tom Linebarger, and Director Sara Levinson due to continued underperformance versus the S&P 500 and peers. Though once supportive of Zeitz’s vision, the resigning member now calls for new leadership to restore stakeholder trust and unlock value. Source

On April 16, 2025, H Partners (9.1%) issued an open letter urging shareholders to vote WITHHOLD on the re-election of CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and long-tenured director Sara Levinson at the 2025 annual meeting. Citing poor performance, absentee leadership, and entrenched governance, H Partners called for Zeitz’s immediate removal, board reconstitution, and the appointment of an external CEO. They launched www.FreeTheEagle.com to mobilize support and provide campaign updates.

On April 23, 2025, H Partners issued an investor presentation titled “Free The Eagle: The Urgent Need for Leadership Change at Harley-Davidson,” urging leadership change at Harley-Davidson. They criticized CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and long-tenured director Sara Levinson for shareholder value destruction, weak execution, and poor governance. H Partners called on shareholders to vote “WITHHOLD” on these directors at the May 14, 2025 Annual Meeting, advocating for new leadership and an external CEO to revitalize the company. H Partners projects significant upside, suggesting Harley could recapture past valuations, targeting a $150+ share price (7x current levels), referencing its 2006 market cap of $19.2 billion versus $2.6 billion in 2024.

Impala Asset Management

On March 18, 2010, Impala Asset Management (2%) announced that it has filed preliminary proxy materials in connection with its nomination of two director candidates for election to the Board at the 2020 annual meeting of shareholders. Source

On March 27, 2020, the company entered into a settlement agreement with Impala. The agreement provides that one new director will be appointed to the Board after the 2020 Annual Meeting.

JANA Notifies Rapid7, Inc (RPD) of Kevin Galligan’s Board Appointment

Key Summary: On September 27, 2024, JANA Partners and Cannae Holdings disclosed a 6.4% stake and reported discussions with the Board and management about operational issues, governance, and a potential company sale. On March 11, 2025, JANA (5.8%) signed Nominee Agreements with Michael Joseph Burns and Chad Kinzelberg, who agreed to join JANA's slate of nominees for election as directors at the 2025 Annual Meeting. On March 21, 2025, JANA entered into a cooperation agreement with the company

Market Cap: $1.9 billion| Rapid7, Inc. provides cybersecurity solutions under the Rapid7, Nexpose, and Metasploit brand names. 

On September 27, 2024, JANA Partners and Cannae Holdings disclosed 6.4% and stated that they had engaged in constructive discussions with the Board and management regarding operational challenges, management and compensation issues, corporate governance, evaluating the potential sale of the company. Source

On March 11, 2025, JANA (5.8%) entered into Nominee Agreements with each of Michael Joseph Burns and Chad Kinzelberg pursuant to which each Nominee has agreed, upon the election of JANA, to become members of a slate of nominees and to stand for election as directors of the company at the 2025 Annual Meeting. Source

On March 21, 2025, JANA entered into a cooperation agreement with the company pursuant to which Kevin Galligan, a Partner and Director of Research at JANA, Michael Burns and Wael Mohamed will be appointed to the Board.

On April 20, 2025, under the Cooperation Agreement, JANA notified the company to appoint Kevin Galligan to the Board effective April 22, 2025. Source

Ortelius Nominates Six Highly Qualified and Independent Candidates for Election to the Board of Brookdale Senior Living Inc. (BKD)

Key Summary: Ortelius Advisors, on March 5, 2025, nominated six new board candidates for Brookdale, citing concerns over underperformance, including declining occupancy rates, margins, and free cash flow. Glenview Capital Management entered a support agreement with Brookdale in 2019, backing the board's nominees and leadership changes. Land and Buildings Investment Management, in 2018 and 2019, criticized Brookdale's failure to monetize its real estate and called for shareholder-friendly governance, also nominating board candidates and releasing a valuation report showing significant upside potential.

M.Cap: $1.3 billion | Brookdale Senior Living Inc. owns and operates senior living communities in the United States. It operates through five segments: Retirement Centers, Assisted Living, CCRCs Rental, Brookdale Ancillary Services, and Management Services.

Ortelius Advisors

On March 5, 2025, Ortelius Advisors, L.P. issued a letter to the stockholders nominating six new board candidates. They cite concerns over declining occupancy rates, NOI margins, EBITDA margins, and free cash flow, underscoring a substantial drop in tangible book value per share and stock price underperformance relative to benchmarks over seven years.

On April 24, 2025, Ortelius Advisors issued a letter to Brookdale Senior Living shareholders criticizing years of poor performance under the prior CEO and Board, highlighting stock declines, falling occupancy, and negative cash flow. With Cindy Baier’s recent departure as CEO, Ortelius nominated six directors to drive strategic changes, including monetizing underperforming assets, reducing debt, exiting leases, and unlocking real estate value. Ortelius believes these actions could significantly increase shareholder value and urged stockholders to support its nominees for Board refreshment and long-term value creation.

Glenview Capital Management

On September 27, 2019, the company announced that it has entered into a support agreement with Glenview Capital Management (11.71%). Pursuant to the agreement, Glenview will vote all of its shares in favor of both the Company’s Class II director nominees, Victoria Freed and Guy Sansone, and with the Board’s recommendations on the other proposals at the 2019 Annual Meeting. In connection with the agreement, Brookdale also announced that if both Ms. Freed and Mr. Sansone are elected to the Board, Mr. Sansone will be appointed Non-Executive Chairman, effective January 1, 2020. Source

Land and Buildings Investment Management

On September 12, 2018, Land and Buildings Investment Management issued an open letter to shareholders expressing concerns that the Board has failed to announce plans to materially monetize company’s real estate. It expressed its disappointment that the board has not accelerated the de-staggering of board elections so that all directors up for election are elected to one-year terms.  It stated that in the absence of any changes to more shareholder-friendly governance policies, it intends to vote against the three directors up for election at Brookdale's AGM.

At the AGM held on October 4, 2018, the incumbent nominees were elected by the shareholders.

On July 16, 2019, Land and Buildings Investment Management issued an open letter to shareholders nominating two candidates for election to the Board at the 2019 annual meeting of shareholders. It stated that it has engaged Green Street Advisors to independently value company and its real estate, leading to a net asset value estimate substantially above share price . Green Street Advisors believes there may be viable opco/propco reit structures, that could lead to a material higher share price –

On July 30, 2019, Land and Buildings Investment Management issued an open letter to shareholders highlighting persistent operational failures, poor capital allocation and balance sheet mismanagement and reiterated that it nominates two candidates for election to the Board at the 2019 annual meeting of shareholders

Valuation Insight

Had the Company simply performed in-line with the Healthcare REIT peers, our estimated net asset value for Brookdale would be more than 50% higher. 

On August 13, 2019, Land & Buildings issued an open letter to shareholders releasing Green Street Advisors’ Report Valuing Brookdale at $13.60 per share. It stated that Green Street’s findings are view, suggesting ~70% upside to the current share price

Key findings from the Green Street report include:

• PropCo/OpCo Combined Value of $13.60 per share, a ~70% increase over current share price
• Owned real estate value of $5.6 billion at a 6.9% cap rate
• Operator equity market cap of $616 million at a ~10x EBITDA multiple

Key assumptions from the Green Street analysis, which was prepared using Brookdale’s public disclosure, include:

• Brookdale PropCo valued at $10.30 per share

Ø  Green Street believes it could trade at a 15% premium to NAV compared to 23% for comparable publicly traded healthcare REITs

Ø  0% forward NOI growth

Ø  Owned senior housing assets are 100% in RIDEA structure

Ø  Equity offering at creation of REIT of $1.5 billion at a 5% discount to fair value, equity

Ø  Net leverage similar to comparable publicly traded healthcare REITs

Ø  Leased assets remain in PropCo

• OpCo valued at $3.30 per share

Ø  Asset-lite pure operator with no corporate debt

Ø  Earns fee from managing PropCo assets under a RIDEA structure, leaving OpCo with no lease obligations

Ø  Health Care Services in OpCo

Ø  Positioned as dominant manager in senior housing sector

On October 8, 2019, Land & Buildings determined to withdraw its nominee for election to the Board of Directors at the Annual Meeting and issued a press release in connection therewith. Accordingly, Land & Buildings has terminated its proxy solicitation and will not vote any proxies received from stockholders of the Company on the BLUE proxy card at the Annual Meeting.

Vivo Capital Files Lawsuits to Protect Sinovac (SVA) Shareholders from the New Board’s Value Destructive Actions (SVA)

Key Summary: On March 18, 2025, SAIF Partners IV L.P. (15%) submitted a requisition to remove certain directors and elect nine new nominees, including Shan Fu, Vivo Capital's designee since 2018. Vivo Capital, aligned with SAIF's requisition, plans to vote in favor and take action to reinstate Mr. Fu after his exclusion from the company's new board announced on February 28, 2025. On March 25, 2025, Advantech Capital (8.14%) stated that it intends to vote in favor of SAIF Partners' proposals at any scheduled meeting. On April 23, 2025, Vivo Capital announced lawsuits against Sinovac’s 1Globe-controlled Board for actions including resisting shareholder meetings, threatening to cancel 16% of stock (including Vivo’s), appointing 1Globe affiliates, and excluding Vivo’s board representative

Market Cap: $642 million | Sinovac Biotech Ltd. is a China-based leading biopharmaceutical company that focuses on the research, development, production, and commercialization of vaccines that protect against human infectious diseases..

On March 18, 2025, SAIF Partners IV L.P. (15%) submitted a requisition to the board requesting a special shareholders' meeting to (i) remove directors David Guowei Wang, Pengfei Li, and Jianzeng Cao, along with any others appointed without shareholder approval after February 8, 2025, and (ii) elect nine new nominees to the board. Source

On February 28, 2025, the company announced a new Board of Directors that excluded Mr. Shan Fu, Vivo Capital's (8.2%) designee since 2018, despite requests for his inclusion. Vivo Capital intends to take action to reinstate Mr. Fu and has aligned with SAIF Partners IV L.P.'s March 18, 2025 requisition to remove certain directors and elect new nominees, including Mr. Fu. Vivo Capital plans to vote in favor of SAIF's proposals and continue collaborating with other shareholders to influence the management, board, and corporate structure. Source

On March 25, 2025, Advantech Capital (8.14%) stated that it intends to vote in favor of SAIF Partners' proposals at any scheduled meeting. Source

On April 1, 2025, the company suggested that the new Board may challenge the validity of the Advantech Capital’s shares and exclude them from a planned cash dividend. In response, the Advantech Capital took steps to protect their rights, including requesting on April 9, 2025, to join an arbitration filed by Vivo Capital in March 2025 at the Hong Kong International Arbitration Centre, seeking confirmation of their entitlements. Source

On April 23, 2025, Vivo Capital issued a press release announcing it has filed multiple lawsuits against the current Board, controlled by activist investor 1Globe Capital, alleging value-destructive actions including resisting shareholder meetings, threatening to cancel 16% of common stock held since 2018 (including Vivo’s stake), appointing 1Globe affiliates, and excluding Vivo’s board representative. These actions triggered the resignation of Sinovac’s independent auditor Grant Thornton, citing unreliable board resolutions, delaying Sinovac’s NASDAQ relisting (halted since 2019) and risking compliance with U.S. securities laws. Vivo seeks to replace the board via a shareholder meeting and has initiated legal proceedings to challenge the board’s actions and uphold shareholder interests.

Kent Lake Partners nominated Board candidates to Quanterix (QTRX)

Key Summary: On February 13, 2025, Kent Lake Partners opposed Quanterix's proposed acquisition of Akoya Biosciences, stating it is not in stockholders' best interests. On February 28, 2025, Kent Lake Partners (6.9%) delivered a letter to the company nominating a slate of three director candidates                    

Market Cap: $200 million | Quanterix Corporation, a life sciences company, engages in development and marketing of digital immunoassay platforms.

On February 13, 2025, Kent Lake Partners delivered a letter to stockholders, expressing its belief that Quanterix's proposed acquisition of Akoya Biosciences, Inc. is not in the best interests of stockholders. Kent Lake Partners stated that if the Quanterix Board proceeds with the merger, it is prepared to take decisive action, including mobilizing shareholders to vote against the deal and nominating directors for the Quanterix Board at the 2025 Annual Meeting.

On February 28, 2025, Kent Lake Partners (6.9%) delivered a letter to the company nominating a slate of three director candidates, Dr. Dickinson, Mr. Felt and Dr. Sakul, for election to the Board at the 2025 annual meeting of stockholders. The firm criticizes the incumbent Board for approving and pursuing a dilutive merger with Akoya Biosciences, which Kent Lake believes risks capital misallocation and distracts from Quanterix's core growth opportunities, especially in Alzheimer's testing. Kent Lake urges shareholders to vote against the merger and elect its nominees to ensure financial discipline, accountability, and a focus on organic growth to unlock long-term value. Source

On March 11, 2025, Kent Lake Partners issued the following press release and Investor Presentation. The presentation highlighted concerns over Quanterix bidding against itself for Akoya, unnecessary risks from Akoya’s financial instability, and potential conflicts within Quanterix's board. Kent Lake urged shareholders to vote against the merger, emphasizing the company’s strong standalone potential, particularly in Alzheimer’s diagnostics, and has nominated three independent board candidates for the 2025 Annual Meeting.

On April 7, 2025, Kent Lake Partners issued a press release opposing the company’s $30 million bridge financing to Akoya Biosciences, seeing it as shareholder-unfriendly. Kent Lake criticized the lack of transparency and fairness opinions on the loan terms, questioning its impact on Quanterix’s valuation of Akoya. It urges shareholders to vote against the merger, deeming it not in their best interests.

On April 17, 2025, Kent Lake Partners sent a letter urging shareholders to vote against the proposed merger with Akoya, calling it a value-destructive bailout that benefits Akoya at Quanterix shareholders’ expense. The firm criticized the deal process and alleged board conflicts, directing shareholders to vote using the GOLD proxy card ahead of the May 13 special meeting.

On April 21, 2025, Kent Lake Partners issued a presentation reiterating its concerns and urges shareholders to vote AGAINST the proposed merger with Akoya Biosciences

Whetstone Capital Advisors Withdraws Board Nominees Following OptimizeRx Corporation (OPRX) Board Refreshment Plans

Key Summary: On March 6, 2025, Whetstone Capital Advisors (8.2%) provided written notice to the company of its intent to nominate Board candidates at 2025 AGM. On April 18, 2025, Whetstone Capital Advisors conditionally withdrew its notice to nominate two candidates for the 2025 annual meeting. On March 6, 2017, Wolverine Asset Management disclosed a 7.3% stake, urging the Board to explore a strategic sale. By May 8, 2018, with a 7.7% stake, it recommended a sale, citing potential growth and risk resolution, while reducing its stake to 4.98% by June 7, 2019.

M.Cap: $79mm | OptimizeRx Corporation is a technology solutions company. The Company focuses on the healthcare industry. The Company connects patients, physicians and pharmaceutical manufacturers through technology.

Whetstone Capital Advisors

On March 6, 2025, Whetstone Capital Advisors (8.2%) provided written notice to the company of its intent to nominate each of Messrs. Andrew Carlson and John Fein for election to the Board at the 2025 annual meeting of stockholders. Source

On April 18, 2025, Whetstone Capital Advisors conditionally withdrew its notice to nominate two candidates for the 2025 annual meeting after discussions with the company, effective upon the company's announcement of plans to appoint a new independent director by the end of 2025, alongside other board refreshment and strategic initiatives. Source

Wolverine Asset Management

On March 6, 2017, Wolverine Asset Management disclosed a 7.3% stake and expressed concerns over the company's performance, urging the Board to form a strategic alternatives committee to explore selling a majority stake or the company outright, and to hire an investment bank for the process. On May 8, 2018, holding 7.7%, Wolverine praised the company's operational performance, highlighting a 91% revenue increase and a 210% stock price rise since February 2017. It recommended a strategic sale, citing potential revenue growth and risk resolution, including issues with operational scale and stock liquidity.

It stated its belief that the company could potentially be sold during 2018 for about $4.50 per share whereas its expected trading value will likely be capped at around $2.50 for the next two years.

On June 7, 2019, Wolverine Asset Management reduced its stake to 4.98%.

BML Investment Partners Urges ESSA Pharma (EPIX) to Liquidate and Return Cash to Shareholders

Key Summary:  On April 15, 2025, Soleus Capital (5.1%) urged ESSA Pharma to wind down operations and return cash to shareholders, citing macro pressures and the stock trading below cash per share following the halted EPI-7386 trials. On April 24, 2025, BML Investment Partners (9.5%) urged the Board to pursue an orderly winddown, liquidation, and capital return, citing shareholders' best interests.

Market Cap: $79 million | ESSA Pharma Inc., a clinical stage pharmaceutical company, focuses the development of small molecule drugs for the treatment of prostate cancer. 

On April 15, 2025, Soleus Capital (5.1%) sent a letter to the Board commending ESSA Pharma’s historical execution and transparency but urged a wind-down of operations and return of capital to shareholders, citing macroeconomic pressures and the stock trading below cash per share (~$2.40 vs. $1.60), following the termination of EPI-7386 trials.

On April 24, 2025, BML Investment Partners (9.5%) sent a letter to the Board expressing its belief that an orderly winddown, liquidation, and capital return is in the best interets of the shareholders of the company.

Beaver Hollow Wellness Responds to Servotronics' (SVT) Escalating Proxy Tactics

Key Summary: On January 9, 2025, Beaver Hollow Wellness, led by CEO Paul L. Snyder, nominated four director candidates for Servotronics' 2025 annual meeting.  On February 16, 2023, Brent D. Baird (10.9%) signed a Cooperation Agreement with the Company, which agreed to appoint him to the board until the 2023 AGM. On March 26, 2025, Beaver Hollow Wellness, LLC, criticized Servotronics for denying its request to inspect corporate records, raising concerns about transparency and governance during the strategic review.  In 2022, Star Equity Fund launched a campaign against Servotronics, criticizing the board for poor governance, supporting an unprofitable division, and failing to address CEO misconduct. The fund’s efforts led to several board changes, including a new CEO and independent directors. Despite a rejected merger proposal, Star continued advocating for board changes and strategic alternatives. In 2023, Star nominated director candidates, criticized the board’s lack of expertise, and emphasized the need for the company to explore strategic alternatives for all its assets. Star later withdrew its nominations ahead of the 2023 AGM. On March 25, 2025, Star Equity Fund (6%) commented on Servotronics' strategic alternatives review.

Market Cap: $27 million | Servotronics, Inc. designs, manufactures, and markets control components and consumer products in the United States and internationally.

Beaver Hollow Wellness, LLC

On January 9, 2025, Beaver Hollow Wellness, led by CEO Paul L. Snyder, nominated four director candidates for Servotronics' 2025 annual meeting. On January 17, Snyder highlighted the need for board change to address Servotronics' financial struggles, following executive departures and the sale of Ontario Knife Co. Source

On January 30, 2025, Beaver Hollow Wellness issued a formal demand to the Board for an internal investigation into potential unjust enrichment and breaches of fiduciary duties. Concerns arise from excessive CEO and Board compensation totaling over $3,000,000 amidst substantial financial losses exceeding $13,000,000 and a sharp decline in unrestricted cash reserves. Source

On February 5, 2025, Beaver Hollow Wellness urged immediate action to address critical financial instability threatening the company. Despite previous offers of support being declined by the Board and CEO, they proposed the S.A.V.E. (Shareholder Action for Value and Employees) plan to enhance manufacturing capabilities, restore customer and employee confidence, and reverse the decline in shareholder value. They criticized current leadership for enriching themselves at the company's expense and proposed a new slate of expert directors to execute this plan effectively. Source

On March 26, 2025, Beaver Hollow Wellness, LLC criticized the company's denial of its request to inspect corporate records. Servotronics rejected the request, citing insufficient purpose, which Beaver Hollow disputes, raising concerns about transparency and governance, especially during the ongoing strategic review. Beaver Hollow plans to pursue legal action to ensure accountability.  Source

On April 23, 2025, Beaver Hollow Wellness criticized the company's amended proxy statement for including “change of control” provisions aimed at protecting executive payouts if directors are replaced. Beaver Hollow accused the board of prioritizing executive compensation over shareholder value and reaffirmed its commitment to operational reform and responsible governance. Beaver Hollow urged shareholders to reject these tactics and vote for its four nominees. Source

Star Equity Fund

Update:

On March 25, 2025, Star Equity Fund (6%) commented on Servotronics' strategic alternatives review. While supportive of the review, Star Equity Fund believes it should have occurred earlier and stresses the need for significant progress to unlock the company's full value. Source

Background:

On March 2, 2022, Star Equity Fund filed proxy materials soliciting votes for the election of its director nominees at 2022 AGM. It stated that under the incumbent board’s watch, the Company’s previous CEO abused his authority and perpetuated a culture of harassment at the expense of employees and shareholders (as alleged by a lawsuit filed by a former employee on June 7, 2021), with an internal investigation finding that he committed willful malfeasance in violation of his employment agreement with the Company. In addition, the incumbent board has overseen and continued to support the Company’s unprofitable Consumer Products Group without having taken meaningful action to maximize shareholder value. In addition, the incumbent board has a track record of poor corporate governance. Proxy advisory firms ISS and Glass Lewis have cited numerous issues with Servotronics’s board of directors and the Company’s corporate governance, including in its report on the Company’s 2021 annual meeting.  Source

On April 8, 2022, Star Equity Fund filed proxy materials urging the company to schedule 2022 AGM.

On May 13, 2022, Star Equity Fund stated that it was pleased to announce that its campaign at Servotronics, including the nomination of director candidates and advocacy for various improvements in the Company’s corporate governance, caused the Company to take several positive steps it likely would not have taken independently. The Fund stated that under pressure from its campaign, the company recently announced several Board composition and governance changes including, (i) the appointment of a new CEO, (ii) the addition of Karen Howard and shareholder representative Evan Wax to the Board, (iii) the naming of independent director Christopher Marks as Chairman of the Board, (iv) the resignation of Jason Bear from the Board, (v) the termination of its poison pill, and (vi) the reconfirmation that Kenneth Trbovich would not be nominated for election at its 2022 annual meeting. Further, Star Equity Fund stated that it was pleased with the two new additions to the Board and plan to withdraw its nomination for this year’s annual meeting. Source

On October 20, 2022, Star Equity Holdings presented a non-binding indication of interest to explore a potential combination with the company. On November 2, 2022, after refusing to even engage in conversations with Star Equity Holdings regarding details of a proposal, the Board responded to Star Equity Holdings that a transaction is not in the best interests of the shareholders.

On November 14, 2022, Star Equity Fund (5.6%) issued a press release noting the Board’s rejection of Star Equity Holdings’ proposal without genuinely engaging, and strongly questioning the incumbent directors’ commitment to the shareholders. Star Equity Fund also asserted, the Board’s actions make clear that further change to the Board’s composition needs to occur.

On February 9, 2023, Star Equity Fund (5.4%) delivered a letter to the company nominating six director candidates for election to the Board at the 2023 AGM. Source

On February 14, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

On February 24, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

On March 29, 2023, Star Equity Fund withdrew the nomination of four candidates and issued a press release announcing that it would be proceeding with the nomination of two candidates for election to the Board at the 2023 AGM.

On April 17, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

On May 1, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

On May 19, 2023, Star Equity Fund issued an investor presentation titled “Our Plan for Change at Servotronics, Inc.”

On May 19, 2023, Star Equity Fund filed proxy materials urging all stockholders to vote the WHITE proxy card to elect G. Mark Pomeroy and Richard K. Coleman, Jr. to the board at the company's 2023 AGM. Source

On May 31, 2023, Star Equity Fund issued in a press release where it reiterated its belief that the incumbent Board, specifically, Edward Cosgrove, Christopher Marks, and William Farrell lacks the necessary experience and expertise to change the trajectory at the company. Star Equity Fund also emphasized that although the company announced its intent to sell its Consumer Products Group after pressure from Star Equity Fund's campaign, intent does not drive shareholder value, but rather execution drives value. Star Equity Holdings further stated its belief that the long-suffering shareholders would be better served by the company exploring strategic alternatives with strategic buyers for ALL its assets, which includes both its Consumer Products Group and Aerospace segments, in addition to real estate assets.

On June 1, 2023, Star Equity Fund withdrew its nomination of Messrs. Coleman and Pomeroy for election to the Board at the annual meeting. Source

Brent D. Baird

On February 16, 2023, Brent D. Baird (10.9%) entered into a Cooperation Agreement with the Company. Pursuant to the Cooperation Agreement, the Company agreed to appoint him to the board, effective as of February 16, 2023, with a term expiring at the company’s 2023 AGM.

The Founders Group, comprising Ransom and Valerie Wuller, Luis Dussan, and Pamela Bauer nominated Board candidates to AEye, Inc (LIDR)

Key Summary: On April 11, 2025, the Founders Group, comprising Ransom and Valerie Wuller, Luis Dussan, and Pamela Bauer nominated Board candidates.

Market Cap: $12 million | AEye, Inc., together with its subsidiaries, provides lidar systems for vehicle autonomy, advanced driver-assistance systems, and robotic vision applications in the United States and Europe.

On April 11, 2025, the Founders Group, comprising Ransom and Valerie Wuller, Luis Dussan, and Pamela Bauer, collectively holding 474,214 shares in AEye, Inc., seeks significant changes to the company's board due to severe underperformance, including a 99% stock price decline over three years, massive dilution exceeding 70%, and excessive compensation to directors and the CEO. They propose electing two independent nominees, Pamela Bauer and Ransom P. Wuller, aiming to bring genuine oversight and enhance shareholder value. Additionally, Luis Dussan has introduced a proposal (Proposal 6) to limit authorized common shares to 125% of the fully diluted shares outstanding. Shareholders are encouraged to vote via the GREEN proxy card to support these initiatives at the May 15, 2025, Annual Meeting. Source

On April 21, 2025, the Founders Group filed proxy materials seeking support for its nominees.

AJP and Orbic filed complaint against Sonim Technologies Board Seats

Key Summary: On March 21, 2025, AJP Holding and Orbic North America announced plans to nominate five candidates for the Board at the 2025 Annual Meeting. On April 10, 2025, AJP Holding and Orbic, representing over 1.9 million shares, rejected Sonim Technologies’ claim that their board nomination notice was deficient, calling it a tactic to entrench the current board. On April 24, 2025, AJP and Orbic filed a complaint in the Delaware Court of Chancery against the company and its Board, seeking to block actions preventing director nominations

Market Cap: $10 million | Sonim Technologies, Inc. provides ruggedized mobile phones and accessories for task workers.

On March 21, 2025, AJP Holding and Orbic North America announced plans to nominate five candidates for the Board at the 2025 Annual Meeting. They criticized Sonim's Board for resisting strategic discussions, which they believe have harmed stockholder value, and aim to bring operational and financial improvements through their nominees. Source

On April 10, 2025, AJP Holding and Orbic North America strongly objected to Sonim Technologies’ April 7, 2025 rejection of their board nomination notice, calling it a baseless and improper attempt to entrench the current board. They argue the notice fully met disclosure requirements, detailing the nominees’ extensive qualifications. Citing legal precedents, stock underperformance, governance concerns, and recent financial losses, they accuse the board of violating fiduciary duties. AJP demanded the rejection be reversed and warned they would pursue all legal options if the board persists in blocking shareholder rights. Source

On April 16, 2025, AJP and Orbic filed a preliminary proxy statement with the SEC to solicit votes for their director nominees to the board at the 2025 annual meeting.

On April 24, 2025, AJP and Orbic filed a complaint in the Delaware Court of Chancery against the company and its Board, seeking to block actions preventing director nominations per the company's bylaws and alleging fiduciary breaches by the directors. Source