13D weekly report - Jan 06, 2025 to Jan 10, 2025

Gate City Capital Management sent a letter to the Board of Intrepid Potash, Inc (IPI)

Key Summary: On December 20, 2024, Gate City Capital Management (6.37%) urged the Board to address underperformance by adopting measures such as returning 75% of free cash flow to shareholders, cutting costs to 2019 levels, improving governance, aligning management incentives, and halting acquisitions until profitability stabilizes.

Market Cap: $296 million| Intrepid Potash, Inc., together with its subsidiaries, engages in the extraction and production of the potash in the United States and internationally. 

On December 20, 2024, Gate City Capital Management (6.37%) sent a letter to the Board outlining concerns about the company's historical underperformance due to issues like a lack of focus, non-core projects, high costs, inconsistent shareholder returns, and outdated governance. Gate City Capital proposes value-enhancing measures, including returning 75% of free cash flow to shareholders, repurchasing shares from a key shareholder, reducing costs to 2019 levels, adopting governance best practices, aligning management incentives with shareholder value, and avoiding acquisitions until profitability improves.

Glass Lewis Recommends Air Products And Chemicals, Inc. (APD) Shareholders Vote “For” All Four Mantle Ridge Director Nominees

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. On January 10, 2025, Mantle Ridge announced that proxy advisory firm Glass Lewis recommended shareholders vote “FOR” Mantle Ridge’s four director nominees

Market Cap: $65 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.

·         On December 17, 2024, Mantle Ridge released a presentation urging governance changes at the company. Mantle Ridge criticized CEO Seifi Ghasemi’s poor capital allocation, weak governance, and failure to plan succession, which led to underperformance against peers and a decade of value erosion. The presentation proposed a shareholder-led Board reconstitution, featuring four director nominees and a leadership "Dream Team" to improve governance, optimize strategy, and unlock long-term value, estimating the company’s potential worth at over $425 per share. Mantle Ridge urged shareholders to support its nominees via the BLUE proxy card.

·         On December 19, 2024, Mantle Ridge filed proxy materials seeking support for its nominees.

·         On January 6, 2025, Mantle Ridge issued a press release urging shareholders to vote for its four director nominees and withhold support for company nominees, including CEO Seifi Ghasemi. Mantle Ridge criticized the company's leadership for omissions, misleading statements, and integrity issues, citing prior fraud findings under Mr. Ghasemi at another company.

·         On January 10, 2025, Mantle Ridge announced that proxy advisory firm Glass Lewis recommended shareholders vote “FOR” Mantle Ridge’s four director nominees while voting “WITHHOLD” on current nominees, including CEO Seifi Ghasemi.

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%.

Barington Capital Welcomes Matthews International's (MATW) SGK Divestiture

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: $959 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