13D weekly report - Jan 27, 2025 to Jan 31, 2025

Ancora Nominates Majority Slate of Director Candidates and Proposes Industry Legend Alan Kestenbaum as New CEO to Turn Around United States Steel Corporation (X)

Key Summary: On January 27, 2025, Ancora Holdings has nominated a new Board slate with Alan Kestenbaum as CEO to replace U.S. Steel's leadership.

Market Cap: $8.3 billion | United States Steel Corporation produces and sells flat-rolled and tubular steel products primarily in North America and Europe.

On January 27, 2025, Ancora Holdings stated that it has nominated a majority slate of independent directors for the 2025 U.S. Steel Board, proposing industry veteran Alan Kestenbaum as CEO to replace David Burritt. Ancora criticizes the Board's decision to pursue a risky sale to Nippon Steel, which was blocked by a Presidential Executive Order, and argues that the Board's actions and Burritt's leadership have hindered U.S. Steel's financial health and performance. The slate's plan includes revamping leadership, halting unnecessary spending, and focusing on a public market turnaround. Ancora aims to restore U.S. Steel's operations, protect key facilities, and drive shareholder value without pursuing further sale talks. Source

Third Point Raises Concerns Over Soho House's (SHCO) Take-Private Process

Key Summary: On January 29, 2025, Third Point (9.9%) sent a letter to the Board, stating that the stock is undervalued and could benefit from being private. While supporting the take-private decision, they raised concerns about the process with the Chairman and urged the Board to open the sale to external bidders, believing it would attract higher offers and benefit shareholders and members.

Market Cap: $1.6 billion | Soho House & Co Inc. operates a global membership platform of physical and digital spaces that connects a group of members.

On January 29, 2025, Third Point (9.9%) sent a letter to the Board expressing its belief that the stock is undervalued and could realize greater value as a private company. While they support the decision to explore a take-private transaction, they have serious concerns about the process leading to a proposed deal with the Chairman of the Board. They urged the Board to open the sale process to external bidders, believing it would attract higher offers and benefit shareholders and members seeking a rejuvenated vision for Soho House in the hospitality sector

Biglari Capital Corp. Announces Plans for Engagement with El Pollo Loco Holdings, Inc (LOCO)

Key Summary: On January 27, 2025, Biglari Capital Corp (15%) stated its plans to engage with the Board and management on profitable opportunities, potentially as an acquirer, investor, or financing source.

Market Cap: $357 million | El Pollo Loco Holdings, Inc., through its subsidiary, El Pollo Loco, Inc., develops, franchises, licenses, and operates quick-service restaurants under the El Pollo Loco name.

On January 27, 2025, Biglari Capital Corp (15%) stated its plans to engage with the Board and management on profitable opportunities, potentially as an acquirer, investor, or financing source. They may also discuss changes in the company’s operations, structure, or transactions, and negotiate with shareholders, potential acquirers, and third parties. Source

Mantle Ridge secured three Board seats 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. On January 10, 2025, Mantle Ridge announced that proxy advisory firm ISS, Glass Lewis and Egan-Jones recommended shareholders vote “FOR” Mantle Ridge’s director nominees. At t he AGM held on January 27, 2025, shareholders elected three Mantle Ridge nominees and six incumbent directors to the Board.  They did not elect CEO Seiffolah Ghasemi, who had also been the board chairman.

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.

·         On January 13, 2025, Mantle Ridge announced that proxy advisory firm ISS recommended shareholders vote for Mantle Ridge nominees Andrew Evans, Paul Hilal, and Dennis Reilley, and “WITHHOLD” votes for company nominees, including Chairman and CEO Seifi Ghasemi.

·         On January 16, 2025, Mantle Ridge announced that proxy advisory firm Egan-Jones recommended shareholders vote for Mantle Ridge nominees and “WITHHOLD” votes for company nominees, including Chairman and CEO Seifi Ghasemi.

·         At t he AGM held on January 27, 2025, shareholders elected three Mantle Ridge nominees and six incumbent directors to the Board.  They did not elect CEO Seiffolah Ghasemi, who had also been the board chairman.

 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%.

HG Vora Capital nominated Board candidates to PENN Entertainment (PENN)

Key Summary:  On Jan 12, 2024, HG Vora Capital (9.6%) voiced concern over unequal board allocation at the company, citing legal violations, demanding prompt rectification. On January 29, 2025, HG Vora Capital Management announced the nomination of three independent directors to PENN’s Board

Market Cap: $3.2 billion | PENN Entertainment, Inc., together with its subsidiaries, provides integrated entertainment, sports content, and casino gaming experiences in North America. 

On January 12, 2024, HG Vora Capital Management (9.6%) issued a letter to the company expressing concern about the unequal allocation of members across the company's Board of Directors. HG Vora argues that this unequal allocation violates the Pennsylvania Business Corporation Law and the company's Articles of Incorporation, which require classes of directors to be as nearly equal in number as possible. HG Vora expects the company to rectify this violation promptly and reserves the right to take action to ensure compliance with the law and articles.

On January 29, 2025, HG Vora Capital Management (4.8%)announced the nomination of three independent directors—William J. Clifford, Johnny Hartnett, and Carlos Ruisanchez—to the Board. HG Vora criticized the Board for poor judgment, failed transactions, and value-destroying actions, particularly the reckless spending of nearly $4 billion on online sports betting investments despite lacking industry expertise. Source

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.

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.

Philotimo Fund Announces Board Nominees for Quipt Home Medical Corp's (QIPT) 2025 Annual Meeting

Key Summary: On January 25, 2025, Philotimo Fund (5.9%) notified the company of its intention to nominate Selim Bassoul, Jack Feidor, Garrett Larson, and Edward Smith for election to the Board at the 2025 Annual Meeting.

Market Cap: $139 million | Quipt Home Medical Corp., through its subsidiaries, engages in the provision of durable and home medical equipment and supplies in the United States.

On January 25, 2025, Philotimo Fund (5.9%) stated that it notified the company in accordance with the Federal "Universal Proxy Rules," that it intends to nominate Selim Bassoul, Jack Feidor, Garrett Larson, and Edward Smith for election to the Board of Directors at the 2025 Annual Meeting of Shareholders. Source

JANA Partners and Continental Grain Company to Engage with Lamb Weston Holdings (LW) on Strategic Issues

Key Summary: On October 18, 2024, JANA Partners and Continental Grain Company announced plans to engage with the board and management on issues like shareholder underperformance, operational deficiencies, and strategic alternatives due to the company's poor performance history.

Market Cap: $8.6 billion | Lamb Weston Holdings, Inc. engages in the production, distribution, and marketing of frozen potato products in the United States, Canada, Mexico, and internationally.

·         On October 18, 2024, JANA Partners and Continental Grain Company (together 5.4%) announced plans to engage with the company's board and management to address key issues, including shareholder underperformance, operational deficiencies, capital spending alignment, share repurchase strategies, investor communications, management compensation, environmental standards, resource oversight, corporate governance, and potential strategic alternatives due to the company's poor performance history. Source

·         On December 16, 2024, JANA Partners and Continental Grain Company issued a letter to the Board criticizing the company's poor performance, citing operational failures, ineffective leadership, and mismanagement of capital and corporate governance. JANA attributed Lamb Weston's struggles to chronic mis-execution, questionable capital allocation, and inadequate Board oversight, leading to significant financial losses and reputational damage. JANA suggested a formal review of strategic alternatives, including a potential sale, to maximize shareholder value.

·         On January 28, 2025, JANA Partners criticized the Board's recent decisions, citing ongoing poor financial performance and inadequate responses to shareholder concerns. Following a significant drop in stock value and multiple guidance cuts, JANA emphasized widespread investor dissatisfaction with the Board's leadership and calls for substantial changes at both the Board and executive levels. JANA offered to collaborate constructively or pursue alternative strategies if necessary to drive improved outcomes for shareholders. Source

Egan-Jones Recommends 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: $882 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

Stilwell announced his intent to nominate a Board candidate to Peoples Financial Corporation (PFBX)

Key Summary: On September 26, 2024, Joseph Stilwell (13.7%) expressed that management and directors have failed shareholders and urged the company to seek all options to maximize shareholder value. On January 27, 2025, Joseph Stilwell announced his intention to nominate Stewart F. Peck for election to the Board at the 2025 AGM. Joseph Stilwell, a notable shareholder with stakes rising to 12.7%, consistently pushed for maximizing shareholder value from November 2020 to April 2024, nominating Rodney H. Blackwell and later Stewart F. Peck for directorships while criticizing management for nepotism and poor financial oversight; however, neither nominee was elected at their respective AGMs.              

Market Cap: $90 million | Peoples Financial Corporation operates as the bank holding company for The Peoples Bank that provides banking, financial, and trust services to government entities, individuals, and small and commercial businesses in Mississippi.

·         On September 26, 2024, Joseph Stilwell (13.7%) stated his belief that management and the directors have ill served the shareholders, and the company should explore all possibilities to maximize shareholder value. Source

·         On January 27, 2025, Joseph Stilwell announced his intention to nominate Stewart F. Peck for election to the Board at the 2025 AGM. Source

Past

·         Joseph Stilwell, a significant shareholder, consistently advocated for maximizing shareholder value through various means from November 2020 to April 2022, though his board nominees were not successful. His holdings increased to 11.2% by July 2022. In January 2023, with an 11.7% stake, Stilwell nominated Rodney H. Blackwell for directorship and criticized the management and board for nepotism and poor bond purchases overseen by Chevis Swetman's son, Tanner. Despite his efforts, his nominee was not elected to the board at the April 26, 2023 AGM.

·         On January 25, 2023, Joseph Stilwell (11.3%) announced that he served his notice of intent to nominate Rodney H. Blackwell for election as director at the company's upcoming annual meeting, with Stewart F. Peck as the alternate nominee. Also, Stilwell stated his belief that management and the directors have ill served the shareholders, and the company should explore all possibilities to maximize shareholder value. Source

·         On March 16, 2023, Joseph Stilwell filed proxy materials seeking support for his nominee.

·         On March 23, 2023, Joseph Stilwell sent a letter to the shareholders expressing his concerns that the company suffers from a toxic brew - nepotism, weak oversight, and a lack of competence in management. He stated that in the last year alone, the Company lost over $6 per share because of inept bond purchases overseen by Chevis Swetman’s son, Tanner. Somehow or other, Tanner was promoted to COO.

·         On April 12, 2023, Joseph Stilwell (11.7%) filed proxy materials seeking support for his nominee and issued a letter (refer, "Exhibit 20") to the shareholders expressing his concerns over the performance of the management and board.

·         On April 19, 2023, Joseph Stilwell (11.7%) filed proxy materials seeking support for his nominee and issued a letter (refer, "Exhibit 20") to the shareholders expressing his concerns over the performance of the management and board.

·         At the AGM held on April 26, 2023, Stilwell's nominee was not elected to the board by the shareholders.

·         On January 22, 2024, Joseph Stilwell (12.7%) announced his intent to nominate Stewart F. Peck for election to the Board at the 2024 AGM. Source

·         On March 1, 2024, Joseph Stilwell filed proxy materials seeking support for his nominee.

·         On March 12, 2024, Joseph Stilwell mailed a letter to the stockholders seeking vote for his nominee.

·         On April 1, 2024, Joseph Stilwell mailed a letter to the stockholders raising concerns regarding the company's Chairman, President, and CEO, Chevis Swetman, regarding his stewardship and the decline in shareholder value over the last quarter-century. Despite this decline, Swetman's compensation has remained substantial, including significant benefits from employee and director benefit plans.

·         At the AGM held on April 29, 2024, Stilwell's nominee was not elected to the Board.

Marlton Partners Comments on Source Capital Proposal to Merge with 180 Degree Capital Corporation (TURN)

Key Summary:  On December 17, 2024, Marlton Partners criticized TURN’s -37.3% NAV decline since 2017 and a 26% NAV discount, urging governance changes and nominating three directors to prioritize shareholder value at the Annual Meeting. On January 27, 2025, Marlton Partners, holding 4.6% of 180 Degree Capital (TURN), urged the Board to engage with Source Capital’s merger offer, stressing the need to address TURN’s underperformance and discount to net asset value.

Market Cap: $40 million | 180 Degree Capital Corp. is a publicly owned corporate pension plan sponsor. 

·         On December 17, 2024, Marlton Partners issued an open letter to shareholders highlighting the company's underperformance under CEO Kevin Rendino, with a -37.3% decline in NAV since 2017 compared to significant gains in its benchmarks. The fund’s persistent 26% discount to NAV represented over $12.5M in unrealized shareholder value, and Marlton’s proposal for a Discount Management Program, including a Conditionally Triggered Tender Offer, was dismissed by TURN’s leadership. Marlton criticized TURN’s governance, citing lack of accountability, absentee oversight, and management’s failure to return capital to shareholders despite facilitating NAV exits for other investors. Marlton nominated three independent director candidates to drive change, narrow the NAV discount, and prioritize shareholder-focused governance, urging TURN shareholders to act at the upcoming Annual General Meeting. Source

·         On January 27, 2025, Marlton Partners and its affiliates urged the Board of 180 Degree Capital Corporation (NASDAQ: TURN) to engage with Source Capital (NYSE: SOR) regarding its proposed merger, citing a market valuation that exceeds TURN's current stock price and market capitalization. Marlton, owning approximately 4.6% of TURN's outstanding stock, emphasized shareholder desire to eliminate the trading discount shown by Source's offer valuing TURN at 101% of its net asset value per share. Marlton reiterated their nomination of three director candidates for TURN's Board, stressing the need for the Board to maximize shareholder value amidst TURN's underperformance and significant discount to NAV. Source

Ned L. Sherwood (30%) Condemns Barnwell Industries' (BRN) Shareholder Rights Plan

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