13D weekly report - June 02, 2025 to June 06, 2025

Ghassemieh nominated Board candidates to Braemar Hotels & Resorts Inc (BHR)

Key Summary: On June 2, 2025 Mr. Bob Ghassemieh (together with other angry shareholders) nominated himself, Fred Ghassemieh and Samuel Jagger for election at the 2025 AGM. On March 22, 2024, Blackwells Capital LLC, along with its affiliates and Jason Aintabi, solicit support from stockholders for significant changes at the upcoming 2024 Annual Meeting. On June 3, 2024, Wafic Rida Saïd of Al Shams Investments LTD (9.8%) emailed Braemar's Chairman, Monty J. Bennett, and CEO Richard J. Stockton, proposing management changes, such as terminating the agreement with Ashford Inc. and appointing independent directors. On July 2, 2024, the company reached a cooperation agreement with Blackwells Capital LLC, wherein Blackwells will withdraw director nominations, cease proxy solicitation, support Braemar's directors and proposals at the 2024 Annual Meeting. On July 4, 2024, Al Shams Investments LTD expressed concerns Regarding Braemar's (BHR) Cooperation Agreement with Blackwells Parties. On November 7, 2024, Al Shams Investments expressed concerns over Braemar’s corporate governance, including conflicts of interest and excessive fees paid to Ashford Inc., leading them to consider a proxy fight and initiate an investigation.

Market Cap: $176 million | Braemar Hotels & Resorts Inc. is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.

Bob Ghassemieh

On June 2, 2025 Mr. Bob Ghassemieh (together with other angry shareholders) nominated himself, Fred Ghassemieh and Samuel Jagger for election at the 2025 AGM. They also accused the board of manipulating the AGM timeline to obstruct nominations. They intend to continue engaging with management, the Board, stockholders, and others regarding their investment, Board representation, Board composition, and other strategic initiatives.

Blackwells Capital LLC & Al Shams Investments LTD

On March 22, 2024, Blackwells Capital LLC, along with its affiliates and Jason Aintabi, solicit support from stockholders for significant changes at the upcoming 2024 Annual Meeting. The changes proposed are aimed at aligning the corporation's governance policies and board composition more closely with all stockholders' best interests. This effort is encapsulated in the Proxy Statement and involves the election of four Blackwells nominees — Michael Cricenti, Jennifer M. Hill, Betsy L. McCoy, and Steven J. Pully — to the board for one-year terms. Additionally, Blackwells proposes several governance changes:

o   Removing the Bylaws' Overreaching Advance Notice Provision.

o   Preventing any current/former employee, director, officer, or control person of the Corporation or its affiliates from serving as chairman of the Board.

o   Disclosing all extraordinary transaction proposals received in the past two years and their terms.

o   Disclosing all compensation paid to the Bennett family, The Dallas Express, and its employees, directors, or agents.

Source

On March 29, 2024, Blackwells Capital filed proxy materials seeking support for its nominees and proposals.

On April 9, 2024, Blackwells Capital issued a presentation regarding the management fees paid by the company to its advisor, Ashford Hospitality Advisors, LLC, a subsidiary of Ashford Inc.

On April 10, 2024, Blackwells Capital issued a press release and launched a website, www.NoMoreMonty.com, to communicate with the shareholders in connection with the Corporation’s 2024 AGM.

On April 11, 2024, Blackwells Capital filed a lawsuit in the Northern District of Texas against the company and its directors. The complaint accused the corporation of rejecting Blackwells' nomination notice improperly, breaching its bylaws, and violating the Securities Exchange Act of 1934 by issuing misleading statements and omitting necessary disclosures about The Dallas Express as a proxy participant. Source

On May 2, 2024, Blackwells Capital filed proxy materials seeking support for its nominees and proposals. Source

On May 9, 2024, Blackwells Capital issued a presentation entitled “Too Little, Too Late” regarding the company.

On May 20, 2024, Blackwells Capital released a presentation entitled “The Buffoonery of Monty Bennett” exposing Monty Bennett’s buffoonery

On June 3, 2024, Wafic Rida Saïd, Al Shams Investments LTD (9.8%), sent an email to Monty J. Bennett, the Chairman of the company, and Richard J. Stockton, the CEO and President of the company, setting forth certain recommendations relating to the management, including the termination of its management agreement with Ashford Inc., and replacement of some directors with independent directors. Source

On June 10, 2024, Blackwells Capital released a presentation criticizing Monty Bennett's leadership. Blackwells, supported by independent shareholders, aims to end Braemar's management agreement with Ashford Inc. and reconstitute the Board. Brancous LP1 and Braemar’s second-largest shareholder both voiced concerns about governance and called for changes. Blackwells urges shareholders to vote "FOR" their nominees and proposals on the WHITE proxy card and "AGAINST" Braemar’s executive compensation resolution. Source

On June 21, 2024, Blackwells Capital released a letter to shareholders criticizing Mr. Bennett and his associates for poor leadership, extracting nearly a billion dollars in fees, and misleading shareholders. Jason Aintabi, CIO of Blackwells, condemned Mr. Bennett’s actions and called for change, supported by major shareholders like Campbell Capital Management (CCM) and Brancous LP. CCM highlighted the lack of long-term growth under Mr. Bennett and endorsed Blackwells' efforts to restructure Braemar for the benefit of all shareholders.

On July 2, 2024, the company reached a cooperation agreement with Blackwells Capital LLC, wherein Blackwells will withdraw director nominations, cease proxy solicitation, support Braemar's directors and proposals at the 2024 Annual Meeting, and purchase 3.5 million shares of Braemar stock, partly financed by Braemar. Braemar will also add an additional independent director to its Board of Directors and will consider Blackwells’ input in this selection.

On July 4, 2024 Mr. Said, Al Shams Investments LTD sent an email to Mr. Stockton and Mr. Bennett expressing concerns about the terms of a Cooperation Agreement entered into on July 2, 2004 among the Company, Ashford Hospitality Trust, Inc. and Ashford Inc., on the one hand, and Blackwells Parties, on the other hand  regarding the withdrawal of the Blackwells Parties’ proxy campaign, dismissal of pending litigation involving the parties and certain other matters.

On July 25, 2024 Mr. Said, Al Shams Investments LTD sent an email to Mr. Bennett and Mr. Stockton, expressing displeasure and frustration at the status of discussions with the company, reiterating key proposals in prior communications and requesting commitments from the company by the end of July 2024. Source

On November 7, 2024 Mr. Said, Al Shams Investments LTD sent a letter to the shareholders expressing concerns over significant corporate governance issues, including conflicts of interest and excessive management fees paid to Ashford Inc., controlled by Braemar’s board chair, Monty Bennett. Despite repeated requests for reforms—such as ending Braemar’s management agreement with Ashford, renegotiating termination fees, and appointing independent board members—Braemar has not taken action. Al Shams is now considering a proxy fight and has initiated an investigation into potential breaches of fiduciary duty by Braemar's leadership. Al Shams believes that removing these conflicts and bringing in fresh leadership could restore Braemar's long-term success.

Global Value Investment Corp issued a letter to the shareholders of Hooker Furnishings Corporation (HOFT)

Key Summary:  On June 5, 2025, Jeff Geygan of GVIC (5.1% holder) criticized Hooker Furnishings’ 53% stock decline and poor financials, blaming strategic missteps, failed acquisitions, and a costly ERP rollout. He also flagged weak board ownership and accountability, and signaled plans to seek governance rights or nominate directors at the next AGM.

Market Cap: $115 million| Hooker Furnishings Corporation designs, manufactures, imports, and markets residential household, hospitality, and contract furniture products. 

On June 5, 2025, Jeff Geygan, founder of Global Value Investment Corp and holder of 5.1% of Hooker Furnishings, criticized the company’s prolonged underperformance, citing a 53.2% stock decline since GVIC’s 2020 investment and sharp deterioration in financial metrics. He attributed the decline to poor strategic decisions, failed acquisitions, flawed warehousing, and a costly ERP rollout. Geygan also flagged the board’s lack of meaningful equity ownership and accountability, particularly targeting Chairman Beeler’s 32-year tenure with minimal stock ownership. After two years of unsuccessful private engagement, GVIC plans to seek governance rights and may nominate directors ahead of the next annual meeting. Source

Forager Capital Management denies its offer was unsolicited and requests that Quipt Home Medical Corp (QIPT) terminate its standstill agreement

Key Summary: On June 4, 2025, Forager Capital Management (9.7%) refuted Quipt’s claim that its $3.10-per-share offer was unsolicited, citing prior communication and their February 2025 agreement. It urged Quipt to end the standstill, noting concerns over limited shareholder visibility into potential value-enhancing proposals. 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. On March 3, 2025, the Kanen Group (Mr. Kanen, KWM, and Philotimo) (6.9%) signed a Cooperation Agreement with the company.

Market Cap: $92 million | Quipt Home Medical Corp., through its subsidiaries, engages in the provision of durable and home medical equipment and supplies in the United States.

Forager Capital Management

On June 4, 2025, Forager Capital Management (9.7%) responded to Quipt’s description of its $3.10-per-share offer as unsolicited, clarifying that prior communication with Quipt’s Chairman and terms of their February 2025 agreement supported its actions. Forager expressed concern that the agreement may be interpreted in a way that limits shareholder visibility into potential value-enhancing proposals and requested Quipt to consider terminating the standstill. Source

Philotimo Fund

On January 25, 2025, Philotimo Fund (5%) 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

On March 3, 2025, the Kanen Group (Mr. Kanen, KWM, and Philotimo) (6.9%) signed a Cooperation Agreement with the company, granting them access to quarterly meetings with a non-executive director, contingent on holding at least 3.5% of shares. Philotimo withdrew its proxy solicitation for the 2025 Annual Meeting, and the Kanen Group agreed to vote in line with the Board's recommendations during shareholder meetings.

Chain of Lakes Pushes Lantronix  (LTRX) for Board Overhaul and Sale to Unlock Value

Key Summary: On June 2, 2025, Chain of Lakes Investment Fund said the shares are deeply undervalued, citing a 95% decline since the 2000 IPO, no dividends, and weak board performance. Believing the business is worth more to a strategic buyer, it estimates a $6/share sale value. With little confidence in the current board, the fund plans a proxy contest at the 2025 annual meeting to replace a majority of directors and pursue a sale.

Market Cap: $83 million | Lantronix, Inc. provides solutions for video surveillance, traffic management, infotainment systems, robotics, edge computing, and remote environment management in the Americas, Europe, the Middle East, Africa, and the Asia Pacific Japan.

Chain of Lakes Investment Fund

On June 2, 2025, Chain of Lakes Investment Fund stated its belief that the shares are deeply undervalued and cited a more than 95% stock decline since the 2000 IPO, with no dividends and poor board performance. The fund argues that the business lacks scale and efficiency, making it more valuable to a strategic acquirer, and estimates a potential sale value of approximately $6 per share based on forecasted FY2026 sales and margins. Lacking confidence in the current board to pursue strategic alternatives, they plan to nominate a new board majority via a proxy contest at the 2025 annual meeting to push for a sale. They intend to engage other shareholders and may take further actions as needed. Source

Orange River Partners

On June 6, 2023, Orange River Partners (5.3%) stated that the shares are undervalued and it plans to discuss CEO candidates, board composition, and shareholder value with the board. Source

Galloway Capital Partners Urges Babcock & Wilcox Enterprises (BW) to Unlock Value, Citing Growth and Strategic Opportunity

Key Summary: On June 2, 2025, Galloway Capital Partners (4.31%) urged B&W to unlock shareholder value, citing strong bookings, record backlog, EBITDA growth, and BrightLoop’s $1B potential by 2028. It also noted B&W’s positioning to benefit from AI-driven power demand and called for engagement with management.

M. Cap: $78 million |Babcock & Wilcox Enterprises, Inc. is a technology-based provider of fossil and renewable power generation and environmental equipment that includes a suite of boiler products and environmental systems, and services for power and industrial uses.                                                                                             

Galloway Capital Partners

On June 2, 2025, Galloway Capital Partners (4.31%) sent a letter to the company urging the company’s leadership to unlock shareholder value, citing strong fundamentals: 2024 bookings surged 39% to $889.6M, backlog hit a record $540.1M, and adjusted EBITDA rose 13% (excluding BrightLoop). Galloway highlighted BrightLoop’s commercialization potential—targeting $1B in bookings by 2028—and B&W’s strategic positioning to benefit from rising power infrastructure demand driven by AI data centers. The firm believes the company is undervalued and seeks engagement with management.

VIEX Capital Advisors:Between October 2017 and March 2018, VIEX Capital, a significant shareholder, urged the company to monetize assets and cut costs due to underperformance in its renewable segment and declining share price. It warned of a potential board reconstitution if a credible plan wasn’t presented by the Q3 2017 earnings call. VIEX held up to 8.4% but reduced its stake to 4.6% by March 2018.

Vintage Capital:Vintage Capital disclosed a 14.9% stake in December 2017 and proposed new board candidates. In January 2018, the company agreed to expand the board and appoint three Vintage nominees. Later, in April 2019, Vintage signed agreements to gain governance rights, including board nominations, as part of broader Equitization Transactions and reverse stock split arrangements.

Steel Partners:Steel Partners disclosed an 11.8% stake in February 2018 and revealed an earlier rejected $6.00/share acquisition offer. They engaged the company on strategic alternatives, requested a Section 203 exemption, and entered into a confidentiality agreement in March. By May 2018, Steel Holdings proposed to acquire the company for $3.00–$3.50/share, citing ongoing discussions and the company’s rights offering.

B. Riley & Vintage Capital:In April 2019, B. Riley FBR and Vintage Capital entered into agreements with the company tied to credit amendments, committing to shareholder votes on increasing authorized shares, reverse stock split, and equitization. They secured governance rights, including nominating three directors each, formalized through an investor rights agreement maintaining a seven-member board.

Star Equity Fund nominated Board candidates to Gyrodyne (GYRO)

Key Summary: On June 5, 2025, Star Equity Fund nominated two director candidates to the Board. Star Equity Fund (5–5.4%) led an activist campaign from 2022–2023, challenging board entrenchment and executive pay, nominating directors, and gaining support from ISS, Glass Lewis, and GAMCO; a September 2023 settlement resulted in Star withdrawing its board nominations in exchange for governance changes. Separately, on July 26, 2023, Leap Tide Capital secured board representation through a Cooperation Agreement.

Market Cap: $18 million | Gyrodyne, LLC. owns, leases and manages diverse commercial properties. 

On June 5, 2025, Star Equity Fund delivered a letter to the company nominating a slate of director candidates, including Hannah M. Bible and Matthew R. Sullivan for election to the Board at the 2025 annual meeting of shareholders.

(i) Star Equity Fund

·         On August 1, 2022, Star Equity Fund (5%) disclosed that on March 23, 2022, together with other shareholders, it delivered a letter to the company announcing its intent to nominate candidates for election to the board. Unfortunately, despite multiple requests by the Shareholder Group, the company refused to provide certain documents required for a shareholder to nominate candidates. The company also refused to waive provisions of the LLC Agreement requiring ownership of at least 1% of the outstanding Shares for more than a year, or 5% of the outstanding Shares, for a shareholder to nominate candidates for election to the board. On August 1, 2022, the Shareholder Group issued a press release and open letter to the board announcing the Shareholder Group's intent to vote at the annual meeting as follows: (i) WITHHOLD on the re-election of incumbent board members Paul Lamb and Richard Smith and (ii) AGAINST Proposal 2, the compensation of the company's named executive officers. The Shareholder Group calls for specific corporate governance changes including the declassification of the board.

·         On August 16, 2022, Star Equity Fund issued a press release regarding the 2022 AGM, taking note of ISS and Glass Lewis, two proxy advisory services firms, recommendations to vote against the re-election of the incumbent Board members Paul Lamb and Richard Smith and against the ratification of the executive officers' compensation. The Shareholder Group reiterated its intent to vote as follows: (i) WITHHOLD on the re-election of incumbent Board members and (ii) AGAINST the compensation of the named executive officers.

·         On August 30, 2022, Star Equity Fund issued a press release emphasizing the results of the company’s 2022 AGM, wherein 56% of votes cast voted WITHHOLD on the re-election of Paul Lamb and Richard Smith to the Board in line with both ISS and Glass Lewis, two proxy advisory services firms, recommendations. The Aug 30 Press Release also took note that 57% of votes cast voted against the approval of the company's executive compensation in a non-binding advisory vote. 

·         On April 25, 2023, Star Equity Fund (5.4%) delivered a letter to the company nominating a slate of director candidates including Hannah M. Bible and Matthew R. Sullivan for election to the board at the 2023 AGM. Source

·         On April 28, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

·         On June 21, 2023, Star Equity Fund issued a press release expressing its belief that the Board is utilizing entrenchment tactics to stonewall Star Equity Fund's director nominations of Hannah M. Bible and Matthew R. Sullivan for election to the Board at the 2023 AGM.

·         On August 18, 2023, GAMCO (19.35) stated that it is open to the idea of Star Equity having representation on the Board. Source

·         On September 5, 2023, Star Equity Fund and a company entered a settlement agreement. The agreement includes the company proposing a new stock incentive plan at the 2023 annual meeting to replace the existing cash retention bonus plan for directors, with no increase in director fees. Star Equity Fund also withdrew its nomination of two Board candidates and compensation-related proposals.

(ii) Leap Tide Capital Management LLC

On July 26, 2023, the company entered into a Cooperation Agreement with Leap Tide Capital Management LLC, and pursuant to it, Mr. Loeb will be appointed to the Board and nominated for election at the company's 2023 annual meeting. Source

JANA Partners Sends Open Letter to Shareholders Reporting Overwhelming Support for Significant Board Change at Lamb Weston (LW)

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: $7.8 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

·         On June 5, 2025, JANA Partners issued an open letter highlighting overwhelming shareholder support for a major board overhaul. A third-party study covering ~80% of top shareholders found over 80% back significant board changes, with most favoring a full replacement. The survey showed near-zero confidence in the board and leadership, citing failures in oversight, capital allocation, CEO succession, and value creation. JANA urged shareholders to press the company for urgent board reform to restore confidence and unlock value.

ISS recommends Penn Entertainment (PENN) shareholders vote “FOR” all three director candidates nominated by HG Vora Capital

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. On April 25, 2025, the company announced that it intends to nominate Johnny Hartnett and Carlos Ruisanchez for election to its Board following discussions with HG Vora Capital Management, LLC . On May 7, 2025, HG Vora, a 4.8% shareholder of PENN Entertainment, sued the company for allegedly cutting a Class II board seat to block nominee William Clifford.

Market Cap: $2.4 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

On April 25, 2025, the company announced that it intends to nominate Johnny Hartnett and Carlos Ruisanchez for election to its Board following discussions with HG Vora Capital Management, LLC 

On May 7, 2025, HG Vora Capital Management sued the company alleging its board unlawfully reduced the number of Class II director seats to block shareholder nominee William Clifford from election. HG Vora claims the move violates federal and state laws and undermines shareholder rights. Despite PENN agreeing to nominate two HG Vora candidates, the firm seeks court intervention to restore the third board seat, correct misleading proxy disclosures, and allow full shareholder choice. HG Vora urges investors to use its GOLD proxy card to vote for all three of its independent nominees. Source

On May 21, 2025, HG Vora Capital Management posted the investor presentation to their campaign website at www.WinAtPENN.com. 

On June 6, 2025, HG Vora Capital (4.8%) announced that ISS and Egan-Jones recommended shareholders vote FOR HG Vora’s three director nominees, citing PENN’s poor performance, failed interactive strategy, lack of board accountability, and insufficient gaming expertise

Glass Lewis Recommends Shareholders Support Deep Track’s Case for Board Change at Dynavax Technologies (DVAX)

Key Summary: On September 16, 2024, Deep Track Capital (9.6%) announced plans to discuss the company’s performance, governance, and cash usage with management. On February 18, 2025, Deep Track (13.5%) submitted a notice to propose a stockholder proposal and nominate Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette, and Donald J. Santel for election as directors at the 2025 Annual Meeting.

Market Cap: $1.2 billion| Dynavax Technologies Corporation, a commercial stage biopharmaceutical company, focuses on developing and commercializing vaccines in the United States. 

On September 16, 2024, Deep Track Capital (9.6%) announced its intention to discuss with the management and board several issues, including the company's performance, business operations, strategic opportunities, governance (particularly Board composition), and the optimal use of excess cash. Source

On February 18, 2025, Deep Track Capital (13.5%) submitted a formal notice under the company's Bylaws to propose a stockholder proposal and nominate directors for the 2025 Annual Meeting. The notice includes the intention to nominate Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette, and Donald J. Santel as director nominees. Source

On March 10, 2025, Deep Track Capital sent a letter to the Board criticizing its capital allocation strategy and governance, particularly regarding its recent issuance of expensive convertible notes. Deep Track reiterated its nomination of four highly qualified candidates for the 2025 Annual Meeting, clarifying that its goal is not to take control but to ensure better shareholder representation.

On April 7, 2025, Deep Track Capital filed proxy materials seeking support for its nominees.

On April 16, 2025, Deep Track Capital criticized the board for rejecting its recent settlement proposal to appoint two nominees and rebalance board classes. Deep Track accused the board of entrenchment and ignoring shareholder interests, reiterating its call for investor-driven change and expressing commitment to pursuing board representation through the upcoming 2025 annual meeting.

On May 23, 2025, ISS recommended stockholders Vote “FOR” all four of Dynavax’s director nominees. Source

On June 5, 2025, Deep Track Capital announced that Glass Lewis has recommended shareholders vote for its director nominees, Brett Erkman and Donald Santel, supporting board change at Dynavax's 2025 Annual Meeting.

Edward Smolyansky Nominated Seven Directors for Lifeway Foods, Inc’s (LWAY) 2025 Annual Meeting

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. On March 3, 2025, Danone filed a lawsuit against the company and its Board, accusing them of breaching fiduciary duties and violating the shareholder agreement. On March 13, 2025, Edward Smolyansky sent the letter to the company notifying his intent to nominate seven directors for election at the Company's 2025 annual meeting of shareholders

Market Cap: $361 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.

On March 3, 2025, Danone filed a lawsuit against the company and its Board, accusing them of breaching fiduciary duties and violating the shareholder agreement. Danone seeks to have the share issuance rescinded and intends to continue pursuing legal action to enforce its rights under the agreement. Source

On March 13, 2025, Edward Smolyansky sent the letter to the company notifying his intent to nominate seven directors for election at the Company's 2025 annual meeting of shareholders.

On March 17, 2025, Mr. Smolyansky also made available a letter to Company shareholders on his website, www.freeLifeway.com

On March 28, 2025, Ludmila Smolyansky and Edward Smolyansky filed proxy materials seeking support for their nominees

On June 2, 2025, Edward and Ludmila Smolyansky (27%) filed a revised preliminary consent statement seeking to replace Lifeway Foods’ board, citing weak Q1 results and poor governance. Despite a reported EPS increase, they argue earnings were driven by a one-time gain, not core operations. Key concerns include declining operating margins, weak sales, rising expenses, and insider stock sales. They criticized the Board’s handling of Danone’s offer, CEO/Chair Julie Smolyansky’s compensation, and called for independent oversight and strategic review, asserting broad shareholder support for immediate change. Source

Knighted nominated Board candidates to Allied Gaming & Entertainment Inc (AGAE)

Key Summary:  Since March 2024, Knighted Pastures (29.6%) has actively sought board representation at the company, escalating its campaign over time. It submitted multiple nominations and proposals, including bylaw amendments and the removal of several directors for cause. Knighted criticized delays in holding the 2024 annual meeting, filed a lawsuit in Delaware over the Yellow River transaction alleging board entrenchment, and most recently, on June 2, 2025, nominated additional Class C director candidates and proposed removing director Yangyang Li. On October 3, 2024, Ourgame (31.5%) requested a waiver to exceed the 10% ownership cap under the rights plan. It also nominated Li Zhang and Shaohua Ma to replace two existing directors, pending board approval.

Market Cap: $134 million | Allied Gaming & Entertainment Inc. provides entertainment and gaming products worldwide. 

Knighted Pastures

On March 7, 2024, Knighted Pastures (29.6%) stated that it plans to engage in discussions with the  management and board regarding potential board representation and may nominate individuals for election to the board.

On July 17, 2024, Knighted Pastures LLC submitted an Amended and Restated Notice of Nomination for the 2024 stockholder meeting, proposing to nominate three candidates for the board, amend the bylaws related to board actions and special meetings, and remove directors Yangyang Li, Yushi Guo, and Yuanfei Qu for cause. Source

On September 27, 2024, Knighted Pastures LLC sent a letter to the company demanding prompt scheduling of the 2024 Annual Meeting of stockholders. They criticized the company's delay, which exceeds fourteen months since the last meeting, as an attempt to disenfranchise stockholders. Knighted Pastures set a deadline of December 5, 2024, for scheduling the meeting, warning of potential legal action if the company fails to comply by October 4, 2024. Source

On October 31, 2024, Knighted Pastures filed proxy materials seeking support for its nominees.

On November 12, 2024, Knighted filed a civil lawsuit in the Delaware Court of Chancery against members of the Board and other parties involved in the Yellow River Transaction, which Knighted claims breached fiduciary duties. The lawsuit alleges that the Director Defendants entered into a Securities Purchase Agreement with Blue Planet to entrench the board and impede stockholder rights to elect directors. The case seeks to void the Yellow River transaction, including the issuance of shares to Blue Planet, and remove director Zongmin Ding from the Board. Knighted also filed motions to expedite the case and prevent the 2024 Annual Meeting until the Court resolves the claims. Source

On June 2, 2025, Knighted nominated three Class C director candidates—Peter Chun, Howard Donaldson, and Adam Rymer—for election at the combined 2024–2025 annual meeting, alongside its previously nominated Class B candidates. Knighted also submitted a proposal to remove Class A director Yangyang Li for cause. Source

Ourgame International Holdings Limited

On October 3, 2024, Ourgame International Holdings Limited (31.5%) disclosed that on September 24, 2024, it requested the Board to grant a similar exemption to that provided to Knighted Pastures LLC and Roy Choi, allowing Ourgame to exceed a 10% holding without triggering the shareholder rights plan adopted in February 2024. Additionally, on October 3, 2024, Mr. Lu Jingsheng, representing Ourgame as a member of the company's Nominating Committee, submitted a Notice of Nomination for Directors. The Notice proposed Mr. Li Zhang and Mr. Shaohua Ma as replacements for Mr. Yushi Guo and Mr. Yuanfei Qu, pending approval by the entire board. Source

Askeladden Capital Management Engages Management and Submits Director Nominations for 2025 Annual Meeting at AstroNova, Inc (ALOT)

Key Summary: On March 17, 2025, Askeladden Capital Management (9.3%) expressed disappointment in the company's performance and lack of transparency regarding shareholder value. They are engaging with management and the Board to explore ways to maximize value, including potential actions like nominating directors, recommending strategic changes, or seeking Board representation. On March 20, 2025, they submitted a formal notice for a stockholder proposal and director nominations for the 2025 Annual Meeting.

Market Cap: $68 million | AstroNova, Inc. designs, develops, manufactures, and distributes specialty printers, and data acquisition and analysis systems in the United States, Europe, Asia, Canada, Central and South America, and internationally.

On March 17, 2025, Askeladden Capital Management (9.3%) expressed disappointment in the company's performance and transparency regarding shareholder value. They are engaging with management and the Board to explore ways to maximize value and may take further actions, including engaging other shareholders, recommending strategic changes, or seeking Board representation and management changes. Source

On March 27, 2025, Askeladden Capital Management stated that they are engaging with the management and Board to explore ways to enhance shareholder value, including potential actions like nominating directors, suggesting strategic changes, or seeking board representation. On March 20, 2025, Askeladden Capital submitted a formal notice to present a stockholder proposal and nominate candidates for the 2025 Annual Meeting. Source

On April 3, 2025, Askeladden Capital Management issued a letter to the shareholders stating that the company has seen significant shareholder value destruction, losing nearly 50% of its share price since the May 2024 acquisition of MTEX, a decision that led to a 70% writedown and an event of default due to poor due diligence. Despite its recurring revenue base, AstroNova's stock has underperformed both small and micro-cap benchmarks, with severe profitability declines, including a nearly 40% reduction in expected EBITDA margins for FY 2026. Also Askeladden Capital nominated five candidates for election to the Board at the upcoming AGM.

On May 15, 2025, Askeladden Capital Management filed proxy materials seeking support for its nominees.

On June 3, 2025, Askeladden Capital issued an open letter urging shareholders to vote for his five board nominees at the July 9 annual meeting, citing strategic missteps, poor governance, and value destruction under current leadership. Askeladden’s research, supported by extensive industry interviews, criticizes AstroNova’s overreliance on Memjet, flawed MTEX acquisition, outdated marketing, weak customer support, and declining organic growth. The firm argues that a refreshed board with relevant turnaround and operational experience is essential to unlock value and restore performance.

AJP and Orbic voluntarily dismissed the complaint against Sonim Technologies (SONM ) Board Seats

Key Summary: On March 21, 2025, AJP Holding and Orbic North America announced plans to nominate five candidates for the Board at the 2025 Annual Meeting. On April 10, 2025, AJP Holding and Orbic, representing over 1.9 million shares, rejected Sonim Technologies’ claim that their board nomination notice was deficient, calling it a tactic to entrench the current board. On April 24, 2025, AJP and Orbic filed a complaint in the Delaware Court of Chancery against the company and its Board, seeking to block actions preventing director nominations. On June 2, 2024, AJP and Orbic voluntarily dismissed the Delaware Action without prejudice through a stipulated agreement with the Director Defendants.

Market Cap: $10 million | Sonim Technologies, Inc. provides ruggedized mobile phones and accessories for task workers.

On March 21, 2025, AJP Holding and Orbic North America announced plans to nominate five candidates for the Board at the 2025 Annual Meeting. They criticized Sonim's Board for resisting strategic discussions, which they believe have harmed stockholder value, and aim to bring operational and financial improvements through their nominees. Source

On April 10, 2025, AJP Holding and Orbic North America strongly objected to Sonim Technologies’ April 7, 2025 rejection of their board nomination notice, calling it a baseless and improper attempt to entrench the current board. They argue the notice fully met disclosure requirements, detailing the nominees’ extensive qualifications. Citing legal precedents, stock underperformance, governance concerns, and recent financial losses, they accuse the board of violating fiduciary duties. AJP demanded the rejection be reversed and warned they would pursue all legal options if the board persists in blocking shareholder rights. Source

On April 16, 2025, AJP and Orbic filed a preliminary proxy statement with the SEC to solicit votes for their director nominees to the board at the 2025 annual meeting.

On April 24, 2025, AJP and Orbic filed a complaint in the Delaware Court of Chancery against the company and its Board, seeking to block actions preventing director nominations per the company's bylaws and alleging fiduciary breaches by the directors. Source

On June 2, 2024, AJP, Orbic and the Director Defendants entered into a Stipulation of Dismissal pursuant to which AJP and Orbic voluntarily discontinued the Delaware Action without prejudice. Source