13D weekly report - Dec 09, 2024 to Dec 13, 2024

Barington Capital Group and Thor Equities issued an investor presentation on Macy's, Inc (M)

Key Summary: On December 9, 2024, Barington Capital and Thor Equities urged Macy's to boost shareholder value by cutting capital expenditures, repurchasing $2-$3 billion in shares, creating a real estate subsidiary, and exploring options for its luxury brands. They emphasized structural changes and governance improvements to achieve a potential 150%-200% return within three years. On Feb 20, 2024, Arkhouse Management (4.4%) nominated nine candidates for election to the Board at the 2024 AGM. On April 10, 2024, the company entered into an agreement with Arkhouse Management and pursuant to it, the company appointed Richard Clark and Richard L. Markee (Arkhouse Nominees) to its Board.

Market Cap: $4.6 billion | Macy's, Inc., an omni-channel retail organization, operates stores, websites, and mobile applications in the United States. 

Barington Capital Group and Thor Equities

On December 9, 2024, Barington Capital Group and Thor Equities issued an investor presentation urging Macy's to enhance shareholder value by optimizing capital allocation and leveraging its strategic plan. They recommend reducing capital expenditures to 1.5%-2% of sales, repurchasing $2-$3 billion in shares, creating a separate real estate subsidiary to unlock $5-$9 billion in asset value, and exploring strategic options for its luxury brands, Bloomingdale’s and Bluemercury. Highlighting Macy’s underperformance compared to peers like Dillard’s, they emphasize the need for structural changes, better governance, and aggressive shareholder returns to achieve a potential 150%-200% total return within three years.

Arkhouse Management

• On February 20, 2024, Arkhouse Management (4.4%) nominated nine candidates for election to the Board at the 2024 AGM after failed acquisition attempts, citing the Board's reluctance to engage. Arkhouse emphasized its financing credibility and proposed a higher purchase price, urging the Board to reconsider. Source
• On March 14, 2024, Arkhouse Management filed proxy materials seeking support for its nominees.
• On April 2, 2024, Arkhouse Management filed proxy materials seeking support for its nominees.
• On April 10, 2024, the company entered into an agreement with Arkhouse Management and pursuant to it, the company appointed Richard Clark and Richard L. Markee (Arkhouse Nominees) to its Board. They have also been appointed to the Finance Committee of the Board, which will evaluate Arkhouse and Brigade Capital Management, LP’s proposal to acquire Macy’s, making recommendations to the full Board. In compliance, Arkhouse has withdrawn its notice of nomination of candidates and shareholder proposals for Macy’s 2024 Annual Meeting, along with a related shareholder demand.

Barington Capital Group sends letter to Chairman of  the Board of Matthews International (MATW) highlighting urgent need for new leadership

Key Summary: On December 10, 2024, Barington Capital Group (2%) called for replacing Matthews International CEO Joseph Bartolacci over 18 years of underperformance, nominating three directors for the 2025 Board. It urged divestments, focusing on Memorialization, boosting cost cuts to $80M, reducing debt, and improving governance to unlock shareholder value.

Market Cap: $926 million | Matthews International Corporation provides brand solutions, memorialization products, and industrial technologies worldwide. 

On December 10, 2024, Barington Capital Group (2%) has urged the company to replace CEO Joseph Bartolacci, citing prolonged underperformance during his 18-year tenure. Barington has nominated three directors for the 2025 Board election and outlined recommendations, including divesting underperforming segments, focusing on high-potential businesses like Memorialization, increasing cost reductions to $80M, reducing debt, and enhancing corporate governance with experienced directors and a declassified Board. Barington believes these actions, coupled with new leadership, are essential to unlocking Matthews' long-term shareholder value. Source

DOMA Perpetual Capital Management Announces Intent to Nominate Director Candidates to Pacira BioSciences, Inc. (PCRX)

Key Summary: On December 11, 2024,  DOMA Perpetual Capital Management (4.14%) announced its intent to nominate four independent director candidates at the 2025 annual meeting.

Market Cap: $917 million | Pacira BioSciences, Inc. engages in the development, manufacture, marketing, distribution, and sale of non-opioid pain management and regenerative health solutions to healthcare practitioners in the United States. 

On December 11, 2024,  DOMA Perpetual Capital Management (4.14%) announced its intent to nominate four independent director candidates at the 2025 annual meeting. DOMA expressed confidence in Pacira’s intellectual property and criticized the stock as significantly undervalued. It urged the company to initiate a tender offer for 10 million shares using cash on hand and execute its approved $150 million buyback program supported by strong free cash flow. Source

GAMCO Charts Path to $1.3 Billion Valuation for Myers Industries (MYE)

Key Summary: On December 13, 2024, GAMCO sent a presentation to the company's directors, outlining its views on unlocking value within the company's portfolio, with a particular focus on the recent acquisition of Signature Systems.

M.Cap: $458mm | Myers Industries manufactures a diverse range of polymer products for industrial, agricultural, automotive, commercial and consumer markets.

On December 13, 2024, GAMCO (14.5%) sent a presentation to directors of the company, reflecting its thoughts on surfacing value within the company’s portfolio, focusing on the recent acquisition of Signature Systems. The presentation highlighted Signature's strong financials, including a 36% EBITDA margin and $44 million EBITDA on $120 million in sales, and its significant market share in the rapidly growing North American composite matting market. GAMCO suggested that this strategic move could nearly double Myers' enterprise value to approximately $1.3 billion by 2027, emphasizing the potential for higher valuation multiples for the Material Handling segment's Storage, Handling & Protection division, which boasts a 30% EBITDA margin.

Past

Gamco

Gamco Asset Management faced repeated defeats in four consecutive elections prior to the 2013 AGM but secured one board seat through a settlement agreement that year, holding 15.73% of the company's shares. In November 2014, with a 20.63% stake, Gamco proposed the company refrain from transactions until the sale of its Lawn & Garden Segment and a 50% cash flow return to shareholders, which was completed in February 2015. Subsequently, Gamco nominated three board candidates, all elected in April 2015. By 2016, Gamco increased its stake to 23.58% and negotiated to add another board candidate. However, by November 2020, Gamco reduced its stake to 16.73%.

Premier Investments

In October 2017, Premier Investments criticized the company’s Board, highlighting a 74% share price decline since 2013, and called for its replacement. By February 2018, holding a 10.8% stake, Premier urged shareholders to support appointing a new, majority-independent Board to save the company. In March 2018, Premier reiterated its call for Board replacement and proposed three nominees. On May 24, 2018, Premier issued a sharp rebuttal to Myer’s claims of obstruction, listing concerns such as potential write-downs, debt covenant breaches, canceled dividends, and underperformance of the Sass & Bide brand.

Q Investments Demands Strategic and Leadership Reforms at ModivCare (MODV)

Key Summary: Between December 11-13, 2024, Q Investments urged the board to address management turnover, poor communication, and underperformance, recommending leadership changes and a faster review of strategic alternatives. Following these discussions, Shackelton and Samant resigned on December 13. While acknowledging progress, Q Investments calls for replacing two more directors, appointing a new chair, and tackling shareholder value destruction, with the stock down 59% this year.

Market Cap: $255 million | ModivCare Inc., a technology-enabled healthcare services company, provides a suite of integrated supportive care solutions for public and private payors and their members. 

On December 11, 12 and 13, 2024, Q Investments communicated with the board, highlighting concerns about management turnover, poor financial communication, and the board's performance. In a letter, they recommended replacing Chairman Shackelton, adding four new directors, evaluating the financial leadership team, and expediting the review of strategic alternatives. Following these discussions, the resignations of Shackelton and Samant were announced on December 13, 2024. While acknowledging this progress, Q Investments urges further changes, including replacing two more directors, appointing a new chair, and addressing shareholder value destruction, as the stock remains down 59% this year. Source

Starboard Value reaches agreement with Healthcare Realty Trust Incorporated (HR)

Key Summary: On December 8, 2024, Starboard Value LP (5.6%) reached an agreement with the company to replace three directors with its nominees, nominate them for the 2025 Annual Meeting, and include them in the CEO search process.

Market Cap: $6.1 billion | Healthcare Realty (NYSE: HR) is a real estate investment trust (REIT) that owns and operates medical outpatient buildings primarily located around market-leading hospital campuses. 

On December 8, 2024, Starboard Value LP (5.6%) entered into an agreement with the company regarding board composition and governance. The company agreed to replace three directors with Starboard's nominees, nominate them for the 2025 Annual Meeting, and involve them in the CEO search process.

Mantle Ridge LP adjusts board nominations for upcoming AGM  at Air Products and Chemicals, Inc (APD)

Key Summary: On November 19, 2024, Mantle Ridge filed proxy materials nominating nine nominees for election to the Board at the 2025 AGM. On December 4, 2024, Mantle Ridge LP withdrew its nomination of David Khani, N. Thomas Linebarger, Nichelle-Maynard-Elliott, Donald Wallette, Jr., and J. Steven Whisler, and will only nominate four candidates for election at the Company’s 2025 AGM on January 23, 2025. In September 2013, the company entered an agreement with Pershing Square (holding 9.8%) involving governance changes, including adding three new directors (one representing Pershing Square) to an expanded 14-member board and initiating a CEO search.

Market Cap: $69 billion| Air Products and Chemicals, Inc. provides atmospheric gases, process and specialty gases, equipment, and related services in the Americas, Asia, Europe, the Middle East, India, and internationally. 

Mantle Ridge

• On November 19, 2024, Mantle Ridge filed proxy materials nominating nine nominees for election to the Board at the 2025 AGM. Source
• On December 4, 2024, the Company received notice from Mantle Ridge LP that it was withdrawing its nomination and proposal for each of David Khani, N. Thomas Linebarger, Nichelle-Maynard-Elliott, Donald Wallette, Jr. and J. Steven Whisler, and, accordingly, only nominating its remaining four candidates for election to the Board at the Company’s upcoming 2025 AGM, to be held on January 23, 2025
• On December 9, 2024, Mantle Ridge filed proxy materials seeking support for its nominees.

Pershing Square

In September 2013, the company entered an agreement with Pershing Square (holding 9.8%) involving governance changes, including adding three new directors (one representing Pershing Square) to an expanded 14-member board and initiating a CEO search. In January 2014, stockholders approved board declassification, and by June 2014, Seifi Ghasemi was elected as Chairman, President, and CEO, with the stockholder rights plan expiring in July. On September 13, 2016, Pershing Square reduced its stake to 7.8%.

Alta Fox Releases Presentation on Daktronics (DAKT) Delivered at Bloomberg Activism Forum 2024

Key Summary: Alta Fox Capital (11.7%) has criticized Daktronics’ governance and underperformance, citing nepotism and poor leadership under the Kurtenbach family. Following earlier agreements in 2023, Alta Fox’s December 2024 presentation at the Bloomberg Activism Forum proposed reforms to unlock shareholder value, including governance modernization, operational improvements, and independent board appointments. Details are at FixDaktronics.com.

Market Cap: $828 million | Daktronics, Inc. designs, manufactures, markets, and sells electronic display systems and related products worldwide. 

• On January 26, 2023, Alta Fox Capital (5.8%) issued a press release and public letter to the Board expressing its disappointment that the Board’s Strategy and Financing Review Committee is not taking decisive action to address deep-rooted issues related to the company’s corporate governance, undermanagement team and value creation efforts. 
• On March 19, 2023, the company entered into a Standstill and Voting Agreement  with Alta Fox Capital and Connor Haley (collectively, the “Investor Parties”) in connection with ongoing negotiations between the company and the Investor Parties regarding a potential financing transaction. Source
• On December 10, 2024, Alta Fox Capital (11.7%) released a presentation at the Bloomberg Activism Forum 2024, highlighting governance issues and underperformance under the Kurtenbach family's leadership. The presentation exposes nepotism, ineffective governance, and poor financial stewardship that have resulted in 195% underperformance versus the S&P 500. Alta Fox proposes a path to unlock shareholder value, targeting ~$40 per share through governance reforms, board refreshment, operational improvements, and accountability measures, including nominating independent director candidates and modernizing practices. The full presentation is available at www.FixDaktronics.com.

Nut Tree and Caspian Oppose Sale of Martin Midstream Partners (MMLP) to MRMC

Key Summary: On October 22, 2024, Nut Tree Capital Management L.P. and Caspian Capital L.P. announced their opposition to the proposed sale of Martin Midstream Partners L.P. (MMLP) to Martin Resource Management Corporation (MRMC) for $4.02 per common unit not owned by MRMC.

Market Cap: $156 million | Martin Midstream Partners L.P., together with its subsidiaries, provides terminalling, processing, storage, and packaging services for petroleum products and by-products primarily in the United States. 

• On October 22, 2024, Nut Tree Capital Management L.P. and Caspian Capital L.P. announced their opposition to the proposed sale of Martin Midstream Partners L.P. (MMLP) to Martin Resource Management Corporation (MRMC) for $4.02 per common unit not owned by MRMC. Together, Nut Tree and Caspian hold approximately 13.2% of MMLP's outstanding units and are aligned with unaffiliated unit holders to protect the company's long-term value. They believe the sale price undervalues MMLP and that MRMC would benefit disproportionately if the merger proceeds. Nut Tree and Caspian plan to file a proxy statement with the SEC to solicit votes against the transaction at the upcoming special meeting. Source
• On November 1, 2024, Nut Tree Capital Management L.P. and Caspian Capital L.P  filed proxy materials strongly opposing the Merger and urge MMLP unitholders to vote “AGAINST” the MMLP Merger Proposals because they believe that the Merger dramatically undervalues the Company and is not in the best interests of MMLP unitholders. 
• On November 29, 2024, Nut Tree Capital Management and Caspian Capital reiterated MMLP unitholders to vote against the company's proposed merger with insider-controlled Martin Midstream Resource Corporation (MRMC) at the upcoming special meeting on December 30, 2024. They argue the $4.02 per unit offer is significantly undervalued, with their analyses suggesting MMLP's true worth is far higher—ranging from $6.90 to over $15 per unit. They criticize the flawed valuation process, the merger's unfair benefit to MRMC insiders, and the lack of consideration for alternative offers. Source
• On December 8, 2024, Nut Tree and Caspian issued an Investor Presentation titled “The Case for Voting AGAINST the MMLP-MRMC Merger"

ISS Recommends TechPrecision (TPCS) Stockholders Vote FOR Both of Wynnefield Group's Director Nominees

Key Summary: On October 28, 2024, Wynnefield Partners filed proxy materials seeking support for its nominees. On December 9, 2024, Wynnefield Partners announced that ISS recommended stockholders vote FOR both of Wynnefield Group's Director Nominees

Market Cap: $34 million | TechPrecision Corporation, together with its subsidiaries, manufactures and sells precision, fabricated, and machined metal structural components and systems in the United States.                   

• On July 2, 2024, Wynnefield Partners (7%) delivered a letter to the company stating their intention to nominate General Victor Eugene “Gene” Renuart, Jr., U.S. Air Force (Ret.) and Robert D. Straus as members of the Board at the upcoming 2024 AGM. Source 
• On July 30, 2024, Wynnefield Partners launched a campaign website at www.rebuildTPCScredibility.com and issued a letter to the stockholders regarding the election of directors to the Board at the 2024 AGM.
• On October 28, 2024, Wynnefield Partners filed proxy materials seeking support for its nominees.
• On November 21, 2024, Wynnefield Partners filed proxy materials seeking support for its nominees.
• On November 22, 2024, Wynnefield Partners issued an Investor Presentation titled “TechPrecision: A Case of Deteriorated Financial Performance, M&A Debacles, Lack of Transparency, Poor Corporate Governance and Poor Board Quality,”
• On December 9, 2024, Wynnefield Partners announced that ISS recommended stockholders vote FOR both of Wynnefield Group's Director Nominees. Source
• On December 12, 2024, Wynnefield announced that ISS changed its initial recommendation report on Andrew Levy from WITHHOLD to FOR. As such, ISS recommended a WITHHOLD vote on 3 of 6 of the Company’s directors. ISS continued to recommend FOR General (Ret.) Gene Renuart and Robert Straus and WITHHOLD on incumbent nominees Crisafulli, McGowan and Schenker on the BLUE proxy card. Source

Ampligen Co-Inventor and Former CEO Agrees to Join AIM ImmunoTech Inc (AIM)  Scientific Advisory Board if Kellner Group Nominees Are Elected

Key Summary: On August 14, 2024, Mr. Kellner announced plans to nominate himself, Mr. Deutsch, and Mr. Chioini for the 2024 board elections. On September 3, he formally submitted this notice and indicated an additional nominee would be added. On September 11, he updated the notice to include Mr. Sweeney as a nominee. On December 6, 2024, Mr. Kellner announced ISS supports the Kellner Group and urges stockholders to vote for their nominees and against CEO Thomas Equels.

 Market Cap: $14 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. 

• 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.
• 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
• On August 14, 2024, Mr. Kellner stated that he intends to submit a notice to nominate himself, Mr. Deutsch, and Mr. Chioini for election to the Company’s board of directors at the 2024 annual meeting of stockholders well ahead of the September 13, 2024 deadline. Source
• On September 3, 2024, Mr. Kellner submitted to the Company notice of his intent to nominate himself, Mr. Deutsch and Mr. Chioini for election to the board at the 2024 AGM. Mr. Kellner also notified the Company that he would supplement the Notice no later than September 13, 2024 to identify an additional highly qualified and independent nominee. Source
• On September 11, 2024, Mr. Kellner updated his previous notice to the Company, adding Mr. Sweeney as a nominee alongside himself, Mr. Deutsch, and Mr. Chioini for election to the board of directors at the 2024 Annual Meeting of stockholders. Source
• On October 30, 2024, Mr. Kellner filed proxy materials seeking support for his nominees.
• On November 14, 2024, Mr. Kellner filed proxy materials seeking support for his nominees.
• On December 6, 2024, Mr. Kellner stated that ISS supports the Kellner Group, urging stockholders to vote for their nominees and against current Board members, particularly CEO Thomas Equels. Source
• On December 10, 2024, The Kellner Group (5.04%) announced that Dr. William A. Carter, co-inventor of Ampligen and former AIM CEO, has agreed to chair AIM’s Scientific Advisory Board if the Kellner Group Nominees are elected to the Board. Dr. Carter emphasized the potential of Ampligen and outlined steps for its commercialization, including restoring relationships with the FDA, National Cancer Institute, and global clinical partners. 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.

Dream Chasers Challenges Carver Bancorp, Inc (CARV) AGM Results, Demands Transparency and Accountability

Key Summary:  On July 23, 2024, Dream Chasers Capital Group LLC (5%) stated that it was nominating two new directors to the board and urging shareholders to vote for them at the upcoming annual meeting. At the December 12, 2024 AGM, two incumbent directors were re-elected, while Dream Chasers Capital Group reported 70% retail shareholder support for their nominees, Jeffrey Anderson and Jeffrey Bailey. They raised concerns about a 45-minute voting extension, transparency issues, and alleged high-pressure tactics. Dream Chasers demanded their nominees' appointment, voting disclosure, and accountability, citing the failed "say-on-pay" vote as proof of shareholder dissatisfaction.

Market Cap: $9 million | Carver Bancorp, Inc. operates as the holding company for Carver Federal Savings Bank that provides consumer and commercial banking services for consumers, businesses, non-profit organizations, and governmental and quasi-governmental agencies primarily in New York.

• On December 12, 2022, Dream Chaser’s Capital Grup (5.51%), Shawn Paul Herrera  (1.68%) and Kevin Scott Winters  (3.83%) entered into the Voting Agreement because they all believe that the Company represents an attractive investment based on the Company’s business prospects, strategy, and share price. They believe that the Company is undervalued, and they intend to push for operational changes to enhance shareholder value.
• On December 20, 2022, Jeffrey John Bailey (7%) stated his belief that the Company is undervalued, and he intends to push for operational changes to enhance shareholder value. Source
• On July 23, 2024, Dream Chasers Capital Group LLC (5%) stated that it was nominating two new directors to the board and urging shareholders to vote for them at the upcoming annual meeting. Dream Chasers believed these nominees would drive a new growth strategy, enhancing profitability and shareholder value. They warned that any resistance to their nominations could negatively impact Carver’s stock price and capital-raising ability, posing a risk to the bank’s future. Source
• On October 24, 2024, Dream Chasers Capital Group LLC filed proxy materials seeking support for its nominees.
• On November 12, 2024, Dream Chasers Capital Group LLC filed proxy materials seeking support for its nominees.
• On November 19, 2024, Dream Chasers Capital Group LLC filed proxy materials seeking support for its nominees.
• On December 9, 2024, Dream Chasers Capital Group urged shareholders to vote by December 11, 2024, for Jeffrey Anderson and Jeffrey Bailey as new board members to drive change, growth, and profitability.
• At the AGM on December 12, 2024, preliminary results indicated the election of two incumbent directors to the Board. Meanwhile, Dream Chasers Capital Group reported strong retail shareholder support, with 70% backing their board nominees, Jeffrey Anderson and Jeffrey Bailey, at Carver Bancorp's AGM on December 12, 2024. Concerns were raised over the 45-minute extension of voting, lack of transparency in vote counts, and possible high-pressure tactics to sway large shareholders. Dream Chasers called for the immediate appointment of their nominees, disclosure of voting details, and an explanation of ignored shareholder questions. They also highlighted the failed "say-on-pay" vote as evidence of shareholder dissatisfaction and urged Carver's CEO and board to demonstrate genuine engagement and accountability. Source