13D weekly report - Feb 3, 2025 to Feb 7, 2025

Mina Sooch nominated Board candidates to Opus Genetics, Inc (IRD)

Key Summary: On February 7, 2025, Mina Sooch, founder of Opus Genetics nominated Board candidates to the company

Market Cap: $36 million | Opus Genetics, Inc., a clinical-stage ophthalmic biopharmaceutical company, focuses on developing and commercializing therapies for the treatment of unmet needs of patients with refractive and retinal eye disorders.  

On February 7, 2025, Mina Sooch, founder of Opus Genetics, has nominated a seven-member "Restore Value Slate" for the Board, citing strategic, management, and capital allocation failures that led to an 80% stock decline over 22 months. The group, holding 4.1% of shares, aims to restore governance, curb unnecessary spending, and refocus on Ryzumvi™, a high-value FDA-approved asset, rather than the capital-intensive gene therapy pivot executed without shareholder approval. Source

Starboard nominated Board candidates at Kenvue Inc (KVUE)

Key Summary: On October 20, 2024, Starboard issued an investor presentation discussing Kenvue Inc.'s recent performance and strategic positioning after its spin-off from Johnson & Johnson. On February 5, 2025, Starboard filed proxy materials seeking support for its nominees.

Market Cap: $40 billion | Kenvue Inc. operates as a consumer health company worldwide. 

• On October 20, 2024, Starboard issued an investor presentation discussing Kenvue Inc.'s recent performance and strategic positioning after its spin-off from Johnson & Johnson. The presentation highlighted Kenvue's strong brand portfolio and growth potential in consumer health markets while noting that its stock had underperformed since the IPO. Starboard identified issues in Kenvue's Skin Health and Beauty segment, which lagged behind competitors in growth and profitability, and argued for a renewed focus on execution to improve overall performance.
• On February 5, 2025, Starboard nominated four director candidates for election to the Board at the upcoming AGM. Source

Starboard Value Plans to nominate Board candidates at Fortrea Holdings (FTRE)

Key Summary: Starboard Value, owning a 5% stake, announced on October 17, 2023, plans to drive margin improvements and enhance shareholder value, highlighting the company's attractive valuation compared to peers. They suggested a substantial upside potential of approximately 60% to 144% in share price. As of January 31, 2025, Starboard Value is considering director nominations, indicating ongoing strategic evaluation.

Market Cap: $1.5 billion| Fortrea Holdings Inc. provides clinical development and patient access solutions to the life sciences industry.   

• On October 17, 2023, Starboard Value (5%) announced its plans to push for changes that could boost margins among other initiatives aimed at share-price appreciation. It stated that the company trades at an attractive valuation relative to peers considering the margin improvement potential. Also, it opines that there is significant share price ~60% to ~144% upside potential at the company. Source
• On January 31, 2025, Starboard Value stated that it is currently evaluating whether to nominate directors.

QXO Urges Beacon Roofing Supply (BECN) to Allow Shareholders to Decide on $124.25 All-Cash Offer

Key Summary: QXO, Inc. has proposed acquiring Beacon Roofing Supply for $124.25 per share in cash, a $11 billion deal offering a 37% premium. Despite board resistance, QXO remains committed, citing shareholder value and secured financing, and plans to file a proxy statement to nominate directors at Beacon's 2025 meeting.

Market Cap: $7.5 billion| Beacon Roofing Supply, Inc., together with its subsidiaries, engages in the distribution of residential and non-residential roofing materials, and complementary building products to contractors, home builders, building owners, lumberyards, and retailers in the United States and Canada.

• On January 15, 2025, QXO, Inc. proposed acquiring Beacon Roofing Supply, Inc. for $124.25 per share in cash, valuing the deal at $11 billion and offering a 37% premium over Beacon's 90-day unaffected share price. Despite board resistance, QXO remains committed, citing shareholder value, secured financing, and readiness to proceed. It highlights Beacon's underperformance and challenges with its Ambition 2025 goals. QXO also plans to file a proxy statement and WHITE universal proxy card with the SEC to nominate directors at Beacon's 2025 stockholders' meeting.  Source
• On February 6, 2025, QXO, Inc. criticized Beacon Roofing Supply's rejection of its $124.25 per share all-cash offer, representing a 37% premium over Beacon’s 90-day average stock price. QXO emphasized that its offer provides certainty, a significant cash premium, and quick closure without regulatory or financing risks. QXO also questioned Beacon’s delay in releasing 2028 financial projections and urged the company to let shareholders decide on the offer. The tender offer is valid until February 24, 2025, with no financing or due diligence conditions. Source

ISS and Egan-Jones Recommend Matthews International (MATW) Shareholders Vote Barington Capital’s GOLD Proxy Card “FOR” ALL of Barington Capital’s Nominees

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. On January 8, 2025, Matthews International agreed to sell SGK Brand Solutions to an SGS & Co entity. Barington Capital, which pushed for this move since 2022, welcomed the sale after a $266.2 million write-down.

Market Cap: $963 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
• On December 19, 2024, Barington Capital Group filed proxy materials seeking support for its nominees
• On January 2, 2025, Barington Capital Group filed proxy materials seeking support for its nominees
• On January 8, 2025, the company has entered into a definitive agreement to sell its SGK Brand Solutions segment to a newly formed entity created by SGS & Co affiliates, which will merge SGK with SGS. Barington Capital welcomed the decision to sell the underperforming SGK Brand Solutions, a move it has advocated since 2022. Barington noted the sale, following a $266.2 million write-down, came only after its push for management and Board changes. Source
• On January 21, 2025, Barington Capital issued a press release and a letter to Matthews International shareholders, urging them to vote for its director nominees—Ana Amicarella, Chan Galbato, and James Mitarotonda.
• On January 21, 2025, Barington Capital issued a presentation  expressing its views on the company.
• On January 28, 2025, Barington Capital announced that Egan-Jones recommended Matthews International shareholders vote "FOR" all of Barington’s director nominees at the upcoming Annual Meeting. Egan-Jones also advised withholding votes for Matthews’ current nominees and rejecting the company’s other proposals. Source
• On February 7, 2025, Barington Capital announced that ISS has recommended that shareholders vote on the GOLD proxy card “FOR” the election of ALL of Barington’s highly skilled director nominees scheduled to be held February 20, 2025. Source

Alta Fox Capital Urges Shareholders to Vote Against Reincorporation Proposal at Daktronics (DAKT)

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. On January 31, 2025, Alta Fox Capital filed proxy materials urging shareholders to vote "AGAINST" the Company's proposal to reincorporate from South Dakota to Delaware at a special meeting.

Market Cap: $772 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.
• On January 31, 2025, Alta Fox Capital filed proxy materials urging shareholders to vote “AGAINST” the Company’s proposals related to the reincorporation of the Company from the State of South Dakota to the State of Delaware (the “Reincorporation”) at a special meeting of shareholders. Source
• On February 5, 2025, Alta Fox Capital filed a lawsuit against Daktronics and its CEO, Reece Kurtenbach, over the company’s proposal to reincorporate in Delaware and eliminate cumulative voting. Alta Fox argues that this move is a reactionary tactic to protect underperforming directors and deflect from shareholder demands to declassify the board. Source
• On February 6, 2025, Alta Fox Capital  filed a preliminary proxy statement opposing proposals at the company’s upcoming special shareholder meeting. Source

Edward and Ludmila Smolyansky Request Lifeway Foods Inc. (LWAY) CEO Julie Smolyansky Immediately Withdraws Her Lawsuit Against Edward Smolyansky

Key Summary:  On October 15, 2021, Ludmila and Edward Smolyansky announced their plan to nominate up to three directors at the 2021 AGM. By March 11, 2022, Edward aimed to nominate several directors and push for CEO replacement and strategic review. After a settlement on July 27, 2022, Edward withdrew his proxy contest, with the Company agreeing to new board nominations and strategic reviews. On February 10, 2023, the Smolyanskys alleged breaches of this agreement. By May 5, 2023, Edward filed to nominate seven directors, and all were elected on June 15, 2023. On October 26, 2023, they nominated a new director per the agreement and on July 18, 2024, called for the resignation of several executives, including the CEO. On August 13, 2024, Ludmila Smolyansky and Edward Smolyansky filed proxy materials soliciting consent for the Board Removal Proposal and the Director Election Proposal. On December 30, 2024, Danone North America accused Lifeway Foods and CEO Julie Smolyansky of breaching a Shareholder Agreement by issuing nearly 300,000 shares without consent, declaring the action void.

  Market Cap: $330 million | Lifeway Foods, Inc. produces and markets probiotic-based products in the United States and internationally.

• On October 15, 2021, Ludmila Smolyansky, Chairperson of the Board, and Edward Smolyansky, COO of the company, disclosed 38.4% and stated that Edward Smolyansky intends to nominate up to three directors at the 2021 AGM. Source
• On February 21, 2022, the concerned shareholders (38.2%) notified the Board of their belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source
• On March 11, 2022, Edward Smolyansky notified the corporate secretary of the company of his intent to nominate himself, Ludmila Smolyansky, Robert Whalen, Austin Hollis and Iana Trifonova for election to the  Board at the 2022 AGM. As Mr. Smolyansky continues to prepare for a potential proxy contest in connection with the 2022 AGM, he intends to continue to engage in discussions with the Board regarding his belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source
• On July 27, 2022, Edward Smolyansky entered into a settlement agreement with the Company which terminates his potential proxy contest or solicitation with respect to the appointment of new directors to the Board. Pursuant to the Settlement Agreement, the Company has agreed, that (i) the Board will nominate: Juan Carlos Dalto, Jodi Levy, Dorri McWhorter, Perfecto Sanchez, Jason Scher, Pol Sikar, Julie Smolyansky and Ludmila Smolyansky, and (ii) the Board’s Audit and Corporate Governance Committee will oversee a review of strategic alternatives for the Company.
• On February 10, 2023, Ludmila Smolyansky and Edward Smolyansky provided a notice to the Company regarding potential breaches of the Settlement Agreement, dated as of July 27, 2022, as amended, among the Company, Ludmila Smolyansky and Edward Smolyansky (the “Settlement Agreement”). Under the Settlement Agreement, Ludmila Smolyansky’s and Edward Smolyansky’s “standstill” obligations under Section 6 of the Settlement Agreement terminate in the event of a material breach by the Company that is not cured within ten days by the Company. On February 22, 2023, the Company provided a written response, claiming that it had not materially breached the Settlement Agreement, and noting that a committee of the Company’s board of directors had approved the engagement of a nationally recognized financial advisor, and that certain terms of the engagement were being negotiated and remained subject to approval by the committee. Source
• On May 5, 2023, Mr. Smolyansky again notified the Company, in accordance with the Company’s bylaws, that he intended to nominate seven candidates for election as directors at the 2023 annual meeting.
• On May 9, 2023, Mr. Smolyansky filed proxy materials seeking support for its nominees.
• At the AGM held on June 15, 2023, all of the company's director nominees were elected to the Board.
• On October 26, 2023, Ludmila Smolyansky and Edward Smolyansky (together 31.1%) informed the company. that they are nominating a director in accordance with the Settlement Agreement from July 27, 2022. As per the agreement, the Board must appoint the nominee if approved by the Board and its Audit and Corporate Governance Committee in good faith, with no unreasonable withholding of approval. They also mentioned a second contingent nominee to be considered if the first nominee is not approved by the Board or the Committee. Source
• On July 18, 2024, Ludmila Smolyansky and Edward Smolyansky (together 8.4%) issued a press release demanding (i) the resignation of Julie Smolyansky, CEO and chairperson of the Company, (ii) the resignation of certain of the Company’s directors, including Jason Scher, Pol Sikar, Jody Levy, Dorri McWhorter and Perfecto Sanchez, (iii) the termination of Jason Burdeen, the Company’s chief of staff, (iv) the adoption of an anti-nepotism policy and (v) an operational and strategic review of the Company.
• On August 13, 2024, Ludmila Smolyansky and Edward Smolyansky filed proxy materials soliciting consent for the Board Removal Proposal and the Director Election Proposal. Source
• On December 30, 2024, Danone North America accused Lifeway Foods and CEO Julie Smolyansky of breaching a Shareholder Agreement by issuing nearly 300,000 shares without consent, declaring the action void. This follows rejected acquisition offers and Lifeway's leadership entrenchment, with Danone alleging shareholder value erosion through unauthorized stock grants and excessive compensation, hinting at potential litigation. Source
• On February 3, 2025, Ludmila Smolyansky and Edward Smolyansky issued a press release regarding a lawsuit filed against Mr. Smolyansky by Julie Smolyansky, the CEO of the Company and confirming Mrs. Smolyansky and Mr. Smolyansky's goals with respect to the Company's management and board of directors.

Steel Connect Proposes Transaction to Address DMC Global's (BOOM) Financial Challenges

Key Summary:  On November 13, 2024, Warren Lichtenstein, Executive Chairman of Steel Connect, proposed a transaction to address DMC Global's financial issues, including a $162 million put option for the Munera family's Arcadia stake. On February 6, 2025, Steel Connect proposes to acquire the company for $10.18 per Share in cash.

Market Cap: $165 million | DMC Global Inc. provides a suite of engineered products and various solutions for the construction, energy, industrial processing, and transportation markets worldwide. 

• On November 13, 2024, Warren Lichtenstein, Executive Chairman of Steel Connect, wrote to the Board of DMC Global Inc. proposing a transaction to resolve the company’s financial challenges. DMC faces a critical situation due to poor third-quarter results, a $162 million put option for the Munera family's remaining stake in Arcadia, and significant financial and management issues. Lichtenstein offered to provide the cash needed to exercise the company’s call option on Arcadia in exchange for Series A convertible preferred stock. He also proposed a rights offering to allow stockholders to purchase preferred shares alongside Steel Connect. Additionally, he called for the immediate termination of DMC's poison pill strategy, which limits investor purchases. Lichtenstein emphasized his commitment to working with the company to enhance shareholder value and requested that the company facilitate due diligence to expedite the transaction. Source
• On January 27, 2025, Steel Connect, holding 9.9% of DMC Global, issued a public letter to the Board expressing concerns over the company’s destruction of stockholder value, poor financial results, and failed leadership succession. Steel reiterated its interest in acquiring DMC's businesses, including DynaEnergetics and NobelClad for $185-$200 million, and proposed purchasing preferred stock to allow DMC to acquire the remaining 40% of Arcadia. The letter criticized the excessive $4.5 million compensation granted to Executive Chairman James O’Leary, his conflicts of interest, and the Board’s poor strategic review process. Steel also called for the redemption of the poison pill adopted by DMC and urged the Board to act swiftly on its proposals.
• On February 6, 2025, despite not having received requested and customary financial information and access to management, Steel Connect delivered to the company a revised, non-binding proposal (the "Revised Proposal") to acquire all the outstanding Shares of the company that Steel Connect do not already own at a price equal to $10.18 per Share in cash.

BML Investment Partners  (9.9%) opposes the proposed PIPE transaction of Aadi Bioscience, Inc (AADI)

Key Summary:  On December 31, 2024,  BML Investment Partners  (9.9%) opposes the proposed PIPE transaction

Market Cap: $71 million | Aadi Bioscience, Inc., a biopharmaceutical company, engages in developing and commercializing precision therapies for genetically defined cancers with alterations in mTOR pathway genes. 

• On December 31, 2024,  BML Investment Partners  (9.9%) opposes the proposed PIPE transaction. While BML supports the $100 million FYARRO sale proceeds, they criticize the Board for not pursuing a full company sale or liquidating remaining assets, which could have delivered over $5 per share, a 100% return. Instead, the Board opted for "AADI 2.0," acquiring a $44 million preclinical ADC portfolio and issuing 41.7 million shares and warrants at $2.40 per share, giving PIPE investors 61% ownership despite contributing only 41.3% of capital. BML deems this deal unfair, destructive to shareholder value, and a breach of fiduciary duty. They advocate for either selling the company or returning FYARRO proceeds to legacy shareholders before pursuing the ADC strategy at a more reasonable valuation. Source
• On January 30, 2025, BML Investment Partners  sent a letter to the Board indicating its belief that the proposed transactions are not in the best interests of shareholders.
• On February 3, 2025, BML Investment Partners sent a certified letter to the Board demanding to inspect the Company’s books and records, citing concerns over the decision to forgo a beneficial sale in favor of a conflicted, financially detrimental financing agreement and the sale of its main asset, while securing management's job and compensation.

Beaver Hollow Wellness nominated director candidates to Servotronics (SVT)

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. 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.

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

Star Equity Fund

• 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.

Ned L. Sherwood Criticizes Barnwell Industries' (BRN) Management and Calls for 2025 Annual Meeting

Key Summary:  On January 27, 2021, Barnwell settled with MRMP to re-nominate board representatives. MRMP planned a proxy contest in 2022, and in January 2023, Barnwell agreed to nominate new directors. On January 21, 2025, MRMP terminated the agreement due to a breach and plans to file a proxy statement for new board nominations. On January 28, 2025, Ned L. Sherwood (30%) condemned the company’s shareholder rights plan as a move to protect ineffective management and the Kinzler/Grossman family's interests.

Market Cap: $18 million | Barnwell Industries, Inc. operates in four segments namely Oil and Natural Gas Segment, Land Investment Segment, Contract Drilling Segment and Residential Real Estate Segment

• On January 27, 2021, Barnwell entered into a settlement agreement with the shareholder group consisting of MRMP-Managers LLC, NLS Advisory Group, Inc., Ned L. Sherwood, and Bradley M. Tirpak. Pursuant to it, the company would re-nominate MRMP-Managers’ three representatives to the board at 2021 AGM.
• With respect to the annual meeting of shareholders of the Company scheduled to be held on May 6, 2022, ISS and Glass, Lewis have each recommended that shareholders vote against the Company’s Proposal No. 4, the proposal to amend the Company’s certificate of incorporation to authorize blank-check preferred stock. Pursuant to the Cooperation and Support Agreement dated January 27, 2021 with the Company, as a result of the adverse recommendations released by ISS and Glass Lewis, Mr. Sherwood (18.3%) will vote his shares against the Company’s Proposal No. 4. Source
• At the AGM held on May 6, 2022, the amendment to the Company’s certificate of incorporation to authorize blank-check preferred stock was not approved.
• On October 27, 2022, MRMP-Managers LLC (20.1%) has announced that it plans to run a proxy contest for full board control at the company at its 2023 AGM. Ned L. Sherwood of MRMP commented:  "We believe change is long overdue at Barnwell.  We have grown tired of poison pills, millions of dollars spent on anti-takeover lawyers, and constant roadblocks placed in the way of success for the company.  We plan to refocus Barnwell on making profits for shareholders instead of preserving jobs for the CEO and the board.  We are confident that we can leave a better legacy than CEO Kinzler’s $42 million in net operating losses.” Source
• On January 21, 2023, Barnwell entered into a settlement agreement with the shareholder group consisting of MRMP-Managers LLC and Ned L. Sherwood (together 19.6%) and pursuant to it,  the Company agreed to nominate Messrs. Woodrum, Grossman and Kinzler, along with two new independent directors, Joshua Horowitz and Laurance Narbut, for election to the Board  AGM and 2024 AGM.  
• On January 21, 2025, MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, and Ned L. Sherwood terminated their Cooperation and Support Agreement with Barnwell Industries due to a material breach by the Company involving a "Special Committee" that overstepped its authority. As a result, the shareholder group is free to purchase additional shares and plan to file a proxy statement to nominate directors at the next annual meeting if the Company rejects their proposals. Sherwood, frustrated by excessive compensation to management and resistance from the board, is now proposing a new slate of five directors to focus on value-building and fair treatment for all shareholders while removing Kinzler, Grossman, and their associates. Source
• On January 28, 2025, Ned L. Sherwood (30%) condemned the company’s shareholder rights plan as a move to protect ineffective management and the Kinzler/Grossman family's interests. He criticized excessive legal fees and executive compensation, especially amid poor performance. Sherwood urged shareholders to support his efforts for change, stating he had backing from at least 40% of shares and called for both sides to use personal funds for any legal battles. Source
• On February 5, 2025, Ned L. Sherwood, addressing shareholders, responded to inquiries regarding recent company actions and expenditures. He highlighted concerns over an $18 million company retaining Skadden Arps for a proxy fight, questioned the rationale behind a newly formed "Special Committee," and urged for the prompt scheduling of the 2025 Annual Meeting to mitigate unnecessary expenses. Source