13D weekly report - June 30, 2025 to July 04, 2025
Starboard Plans Engagement on Value Creation with TripAdvisor, Inc (TRIP)
Key Summary: On July 3, 2025, Starboard (9%) said it plans to engage with management and the Board on value creation opportunities.
Market Cap: $2 billion | TripAdvisor, Inc., an online travel company, engages in the provision of travel guidance products and services worldwide.
On July 3, 2025, Starboard (9%) stated that it intends to engage with the management and Board of Directors regarding opportunities for value creation. Source
JANA Partners and Continental Grain reaches agreement with 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. On June 30, 2025, the company entered into a cooperation agreement with JANA Partners and Continental Grain to appoint six directors
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.
· On June 30, 2025, the company entered into a cooperation agreement with JANA Partners and Continental Grain to appoint six directors—Scott Ostfeld, Bradley Alford, Ruth Kimmelshue, Lawrence Kurzius, Paul Maass, and Timothy McLevish. Source
TAFE Enters Cooperation Agreement with AGCO Corporation (AGCO)
Key Summary: On September 30, 2024, TAFE issued an open letter to shareholders voicing concerns over the company’s governance, capital allocation, and operational issues. On February 11, 2025, TAFE criticized AGCO's poor financial performance, costly acquisitions, and integration issues, including a $354 million goodwill impairment and Seth Crawford’s departure. TAFE withdrew its shareholder proposal, citing AGCO’s resistance to governance improvements and calling for stronger board oversight. On March 24, 2025, TAFE (16.3%) announced it will not seek board nomination or reelection at the upcoming annual meeting due to ongoing talks to resolve litigation and other matters. On June 30, 2025, TAFE and the company signed multiple agreements, including a cooperation deal under which TAFE accepted voting and standstill restrictions while retaining certain rights in major events.
Market Cap: $7.1 billion | AGCO Corporation manufactures and distributes agricultural equipment and related replacement parts worldwide.
On September 30, 2024, TAFE released an open letter to shareholders expressing concerns about the company’s governance, capital allocation, and operational issues. TAFE criticized the Board for ignoring its suggestions, leading to declining financial performance and market share in the agricultural machinery sector. It called for immediate reforms, including the addition of independent directors, the formation of a Strategic Transformation Committee, and separating the roles of Chairman and CEO for better accountability. Source
On February 11, 2025, TAFE criticized AGCO’s poor financial performance and strategic decisions, highlighting long-term underperformance and costly acquisitions without returns. They pointed to undisclosed metrics and a $354 million goodwill impairment from the PTx Trimble acquisition, alongside the departure of Seth Crawford, suggesting integration issues. TAFE withdrew its shareholder proposal, citing AGCO’s resistance to governance improvements and calling for stronger board oversight. Source
On March 24, 2025, TAFE (16.3%) announced that due to advanced talks with the company to resolve ongoing litigation and other matters, it has decided not to seek board nomination under the April 24, 2019 agreement, and its nominee will not seek reelection at the upcoming annual meeting.
On June 30, 2025, TAFE and the company entered into multiple agreements, including a cooperation agreement, IP agreement, buyback agreement, arbitration settlement, and Indian litigation settlement. Under the cooperation agreement (effective upon procedural completion in India), TAFE agreed to voting and standstill restrictions, while retaining certain rights in case of major corporate events. TAFE will also maintain its ~16.3% stake by participating in buybacks and may engage privately with the Issuer on strategic matters.
Past
On November 12, 2020, Tractors and Farm Equipment Limited (TAFE), holding 16.2% of shares, emphasized the importance of sound governance policies for effective Board oversight and shareholder value creation, advocating for the separation of the Chair and CEO roles to improve governance practices. TAFE expressed intentions to submit a stockholder proposal on this separation, reiterating its concerns on November 24 and again on December 4, stressing that it was essential for governance standards and Board independence during CEO succession. Source
On February 17, 2021, TAFE's Ms. Srinivasan highlighted insufficient progress in refreshing the Board and called for the appointment of three new directors and a change in the lead independent director. By March 2, 2021, TAFE expressed deeper concerns about the company's weakening competitive position and reiterated the need for a comprehensive Board refresh through the election of independent directors with relevant expertise.
Chain of Lakes reaches agreement with Lantronix (LTRX)
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. On June 30, 2025, the company entered into a cooperation agreement with Chain of Lakes Investment Fund
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
On June 30, 2025, the company entered into a cooperation agreement with Chain of Lakes Investment Fund and pursuant to it, James (Jim) C. Auker will be appointed to the Lantronix Board of Directors
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
Value Base Ltd and Phoenix Insurance Company Ltd request Extraordinary Meeting at Perion Network Ltd (PERI)
Key Summary: On April 21, 2025, Value Base Ltd (5.85%) opposed the Board's adoption of a Poison Pill, alleging harm to shareholders. On June 26, 2025, Value Base Ltd and Phoenix Insurance Company Ltd. sent a demand letter requesting a shareholder meeting
Market Cap: $1.5 billion| Perion Network Ltd. provides digital advertising solutions to brands, agencies, and retailers in the United States and internationally.
On April 21, 2025, Value Base Ltd (5.85%) sent a letter to the Board opposing the recent adoption of a Poison Pill, alleging it was harmful to shareholders, illegally implemented, and tainted by board conflicts of interest; they demanded its rescission or submission to a shareholder vote within seven business days. Value Base Ltd is also considering additional actions, such as calling a shareholder meeting or engaging with management and stakeholders, to challenge the Poison Pill. Source
On June 26, 2025, Value Base Ltd and Phoenix Insurance Company Ltd., through legal counsel, sent a demand letter to the Company’s Board requesting an extraordinary shareholders meeting under Israeli law to vote on two proposals: (i) amending the Articles to allow shareholders, by simple majority, to cancel or approve any rights plan, and (ii) canceling the rights plan adopted on April 3, 2025, contingent on the first proposal’s approval. The two shareholders acted independently to meet legal thresholds and confirmed no other agreement or coordination between them exists regarding the Company’s shares.
1Globe Capital’s Dr. Li Votes Against Both Proposals to Replace Board at Sinovac Biotech Ltd (SVA)
Key Summary: On March 18, 2025, SAIF Partners (15%) requisitioned a meeting to remove certain Sinovac directors and elect new ones, backed by Vivo Capital (8.2%) and Advantech Capital (8.1%) on March 25. On April 23, Vivo filed lawsuits against the 1Globe-controlled board over governance failures that triggered the auditor’s resignation and delayed NASDAQ relisting. On June 11, Vivo urged shareholders to support board changes at the July 8 meeting to restore transparency and protect shareholder rights. On June 27, 2025, Dr. Chiang Li (1Globe Capital, 32.3%) voted 6.8M shares against both board removal proposals and directed another 9.9M shares to do the same, despite being listed by SAIF without prior consent.
Market Cap: $642 million | Sinovac Biotech Ltd. is a China-based leading biopharmaceutical company that focuses on the research, development, production, and commercialization of vaccines that protect against human infectious diseases..
On March 18, 2025, SAIF Partners IV L.P. (15%) submitted a requisition to the board requesting a special shareholders' meeting to (i) remove directors David Guowei Wang, Pengfei Li, and Jianzeng Cao, along with any others appointed without shareholder approval after February 8, 2025, and (ii) elect nine new nominees to the board. Source
On February 28, 2025, the company announced a new Board of Directors that excluded Mr. Shan Fu, Vivo Capital's (8.2%) designee since 2018, despite requests for his inclusion. Vivo Capital intends to take action to reinstate Mr. Fu and has aligned with SAIF Partners IV L.P.'s March 18, 2025 requisition to remove certain directors and elect new nominees, including Mr. Fu. Vivo Capital plans to vote in favor of SAIF's proposals and continue collaborating with other shareholders to influence the management, board, and corporate structure. Source
On March 25, 2025, Advantech Capital (8.14%) stated that it intends to vote in favor of SAIF Partners' proposals at any scheduled meeting. Source
On April 1, 2025, the company suggested that the new Board may challenge the validity of the Advantech Capital’s shares and exclude them from a planned cash dividend. In response, the Advantech Capital took steps to protect their rights, including requesting on April 9, 2025, to join an arbitration filed by Vivo Capital in March 2025 at the Hong Kong International Arbitration Centre, seeking confirmation of their entitlements. Source
On April 23, 2025, Vivo Capital issued a press release announcing it has filed multiple lawsuits against the current Board, controlled by activist investor 1Globe Capital, alleging value-destructive actions including resisting shareholder meetings, threatening to cancel 16% of common stock held since 2018 (including Vivo’s stake), appointing 1Globe affiliates, and excluding Vivo’s board representative. These actions triggered the resignation of Sinovac’s independent auditor Grant Thornton, citing unreliable board resolutions, delaying Sinovac’s NASDAQ relisting (halted since 2019) and risking compliance with U.S. securities laws. Vivo seeks to replace the board via a shareholder meeting and has initiated legal proceedings to challenge the board’s actions and uphold shareholder interests.
On April 28, 2025, SAIF Partners IV L.P., through Cede & Co., requisitioned a special shareholders' meeting to remove three directors—David Guowei Wang, Pengfei Li, and Sven H. Borho—and any others appointed after February 8, 2025 without shareholder approval, and to elect 10 new nominees to the board. Source
On June 11, 2025, Vivo Capital issued a letter refuting the company’s April 29 claims as false and misleading, particularly around dividend intentions and Vivo’s role in past board control. Vivo defended its critical financial support during key moments—such as funding CoronaVac’s development amid legal and capital constraints—and rejected allegations of seeking a “double-dip” on dividends. It highlighted governance concerns, including the resignation of Sinovac’s auditor, board instability, and a looming NASDAQ delisting risk. Vivo urged shareholders to vote for qualified directors at the July 8 meeting to restore transparent governance and fair treatment for all investors.
On June 17, 2025, Weidong Yin filed 13D stating that SAIF Partners IV L.P. had mailed definitive proxy materials for a July 8 shareholder meeting to nominate directors, including Weidong Yin to the board. Source
On June 27, 2025, Dr. Chiang Li, Chairman of the company and 1Globe Capital (32.3%), voted a total of 6.8 million shares against both proposals in the proxy statement for the July 8 Special Meeting, which sought to remove and replace the Board (excluding Dr. Li). Although listed on the alternative slate by SAIF without prior communication, Dr. Li confirmed he would serve if elected but explicitly opposed both proposals. He also directed 1Globe Biomedical and related parties, controlling over 9.9 million additional shares, to vote "AGAINST" both proposals on the white proxy card, supporting the current Board. Source
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: $395 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
On July 2, 2025, Edward and Ludmila Smolyansky (23.2%) solicited shareholder consents to replace the board and implement governance reforms. Their four proposals include the Bylaws Restoration Proposal (to repeal any bylaw changes made after March 24, 2023), the Board Removal Proposal (to remove all current directors including CEO Julie Smolyansky), the Director Election Proposal (to elect a new seven-member slate), and the Anti-Nepotism Proposal (to bar employment of any immediate family of the CEO or President). Source
ISS and Glass Lewis Support Compelling Case for Change to AstroNova (ALOT) Board of Directors and Recommends Vote on the GOLD Askeladden Card
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.
On June 11, 2025, Askeladden Capital issued a presentation, “Building a Better AstroNova,” detailing the case for change at the company.
On June 27, 2025, ISS recommended shareholders vote on the GOLD card for nominees Samir Patel and Jeff Sands. Source
On June 30, 2025, Glass Lewis recommended shareholders vote FOR all five Askeladden nominees. Source
Marlton Partners nominated Board candidates to 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. On February 11, 2025, Marlton Partners nominated three independent candidates for the TURN Board. On April 15, 2025, Marlton Partners nominated Messrs. Elbaor, Gliksberg, and Morris for election to the Board at the 2025 annual meeting, which is not yet scheduled
Market Cap: $36 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
On February 11, 2025, Marlton Partners, holding criticized the Board's proposed merger with Mount Logan and rejection of a higher offer from Source Capital. Marlton raised concerns about the loss of investor protections and the lack of shareholder options to tender at NAV. They called for transparency, accountability, and for the Board to prioritize shareholder interests. Marlton also nominated three independent candidates for the TURN Board. Source
On April 15, 2025, Marlton Partners nominated Messrs. Elbaor, Gliksberg, and Morris for election to the Board at the 2025 annual meeting, which is not yet scheduled. Source
On June 30, 2025, Marlton Partners resubmitted and updated its December 2024 nomination letter, reaffirming its intent to nominate Elbaor, Gliksberg, and Morris to the Board at the September 15, 2025 Special Meeting, and additionally nominated Andrew M. Greenberg. Source
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