13D weekly report - Jan 20, 2025 to Jan 24, 2025

Neuberger Entities and  Enviri Corporation (NVRI) reached an agreement to Appoint New Board Candidates

Key Summary:  On January 17, 2025, the Neuberger Entities and the company signed a Cooperation Agreement to select two new Qualified Independent Candidates for the Board by April 17, 2025, and September 14, 2025.

Market Cap: $756 million | Enviri Corporation provides environmental solutions for industrial and specialty waste streams in the United States and internationally. 

On January 17, 2025, the Neuberger Entities and the company entered into a Cooperation Agreement, under which they will work together to select two new Qualified Independent Candidates for the Board—one by April 17, 2025, and another by September 14, 2025. The company agrees to include these candidates in its slate of nominees for the 2025 and 2026 Annual Meetings and to support their election. In return, the Neuberger Entities will support the company's director nominees and vote in favor of certain matters at the company’s annual meetings during the agreement period.

Clearway Capital's Gonzalo Avendano Appointed to the Board of Intrepid Potash, Inc. (IPI)

Key Summary: On January 14, 2025, Gonzalo Avendano of Clearway Capital Management LLC was appointed to the Board following a Cooperation Agreement with the company. 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: $357 million| Intrepid Potash, Inc., together with its subsidiaries, engages in the extraction and production of the potash in the United States and internationally. 

Clearway Capital Management LLC

On January 14, 2025, Gonzalo Avendano, an investment advisor at Clearway Capital Management LLC, was appointed to the Board. The appointment follows a Cooperation Agreement between Clearway Capital and the company.

Gate City Capital Management

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due to issues like a lack of focus, non-core projects, high costs, inconsistent shareholder returns, and outdated governance.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.

Global Value Investment Corp secured Board representation in Fluent Inc (FLNT)

Key Summary: On December 3, 2024, Global Value Investment Corp (15%) expressed an interest to the company in obtaining board representation. On January 17, 2025, the company announced the appointment of Mr. James Geygan, Interim CEO and President of  Global Value Investment Corp to its Board

Market Cap: $53 million | Fluent, Inc. provides data-driven digital marketing services in the United States and internationally.

• On December 3, 2024, Global Value Investment Corp (15%) expressed an interest to the company in obtaining board representation. Source
• On January 17, 2025, the company announced the appointment of Mr. James Geygan, Interim CEO and President of  Global Value Investment Corp to its Board of Directors. Source

Barington Capital urges Shareholders of  Matthews International's (MATW) to vote for its 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.

MRMP-Managers and Ned L. Sherwood Terminate Cooperation Agreement with Barnwell Industries (BRN), Plan Proxy Contest

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.

Market Cap: $19 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