13D weekly report - Mar 17, 2025 to Mar 21, 2025
Anson Funds Announces Boardroom Challenge at Match Group (MTCH)
Key Summary: On March 11, 2025, Anson Funds announced plans to nominate directors to the board, pushing for changes in capital allocation, cost-cutting, and a review of the MG Asia business. On July 15, 2024, Starboard Value (6.6%) delivered a letter to Match Group expressing concerns about its underperformance and undervaluation, suggesting the Board explore all value creation options, including potential privatization. Starboard highlighted Match's significant discount compared to peers, trading at less than 8.5x 2024 free cash flow, and emphasized the need for operational improvements, particularly at Tinder, along with a more aggressive share repurchase program. They projected Match could generate $5.50 or more of free cash flow per share by 2026.
Market Cap: $7.8 billion| Match Group, Inc. engages in the provision of dating products.
Anson Funds
On March 11, 2025, Anson Funds (0.6%) announced plans to nominate directors to Match Group Inc.'s board, pushing for changes in capital allocation, cost-cutting, and a review of the MG Asia business. Anson raised concerns over governance issues, including high executive turnover, and expressed dissatisfaction with the slow pace of reforms despite recent changes, such as an investor day and capital return commitments.
Starboard Value
On July 15, 2024, Starboard Value (6.6%) delivered a letter to the company expressing concerns about its underperformance and undervaluation. They suggested the Board explore all value creation options, including potential privatization. Starboard highlighted Match's declining share price and underperformance since its separation from IAC, noting it traded at a significant discount compared to peers. They emphasized the need for operational improvements, particularly at Tinder, and suggested a more aggressive share repurchase program to enhance shareholder value.
Valuation insight
Starboard stated, "Match is currently trading at less than 8.5x 2024 free cash flow, a level we believe dramatically undervalues the Company. At or around the current valuation, we believe Match should be using 75% or more of its free cash flow, plus some or all of the approximately $900 million of available capacity under its 3.0x net leverage target, to repurchase shares. These buybacks would enable Match to shrink its share count, and, if coupled with the operational improvement opportunities outlined above, these buybacks can significantly accelerate free cash flow per share growth. We believe there is no better use of cash for Match than repurchasing its own shares at this level. We believe Match can generate $5.50 or more of free cash flow per share in 2026."
Late Apex Partners Issues Second Letter to Vail Resorts, Inc. (MTN)
Key Summary: On January 27, 2025, Late Apex Partners criticized Vail Resorts' performance under CEO Lynch, urging leadership changes and a strategic reset. On March 17, 2025, they reiterated the need for transformational change, calling for action or shareholder intervention.
Market Cap: $6 billion | Vail Resorts, Inc., through its subsidiaries, operates mountain resorts and regional ski areas in the United States and internationally..
· On January 27, 2025, Late Apex Partners (LAP) criticized Vail Resorts’ performance under CEO Lynch, citing misaligned incentives, poor capital allocation, and a mismanaged balance sheet. LAP called for replacing the CEO and CFO, resigning Chairman Katz, and cutting the dividend to reinvest in the business and buy back shares. They also recommended hiring a proven CEO and expanding the Epic partnership network, emphasizing the need for strategic focus and alignment with long-term value creation. In their presentation, they outline Vail’s operational and capital allocation failures, proposing a plan that could drive a 140% equity upside, reaching a $400 per share valuation through changes in operations, management, governance, and capital allocation. Source
· On March 17, 2025, Late Apex Partners (LAP) called for transformational change at Vail Resorts, criticizing management under CEO Lynch for poor performance. LAP proposed a "Reset and Refocus" plan and urged the board to act or face shareholder action. Source
Lynrock Lake Engages Board on Stock Undervaluation and Strategic Initiatives at Teradata Corporation (TDC)
Key Summary: On March 21, 2025, Lynrock Lake (9.9%) discussed the stock's undervaluation with the board, advocating for better retention rates, expanded base, increased free cash flow, and a shareholder representative on the Board with an executive committee for strategic guidance.
Market Cap: $2.2 billion | Teradata Corporation, together with its subsidiaries, provides a connected hybrid cloud analytics and data platform in the United States and internationally.
On March 21, 2025, Lynrock Lake (9.9%) engaged in discussions with the board emphasizing the stock's undervaluation relative to strategic asset value. They advocated for enhanced gross retention rates, expanded installed base, and increased free cash flow, suggesting a shareholder representative on the Board and an executive committee for strategic guidance. Source
Carronade Capital Nominates Four Directors and Proposes Changes to Boost Cannae Holdings (CNNE) Shareholder Value
Key Summary: On March 20, 2025, Carronade Capital announced it would nominate four director candidates for Cannae’s 2025 Annual Meeting. Carronade criticized Cannae’s underperformance and governance, proposing cost reductions, better capital allocation, and stronger governance to boost shareholder returns by at least 50%.
Market Cap: $1 billion | Cannae Holdings, Inc. is a principal investment firm. The firm primarily invests in restaurants, technology enabled healthcare services, financial services and more.
On March 20, 2025, Carronade Capital Management announced it would nominate four director candidates for election at 2025 Annual Meeting. Carronade criticized Cannae's underperformance and poor governance practices, citing persistent capital allocation issues and misalignment between management and shareholders. The firm proposed reducing overhead costs, improving capital allocation, unlocking portfolio value, and instituting stronger governance to increase shareholder returns by at least 50%. Source
Vivo Capital Aligns with SAIF Partners in Requisition to Reshape Board of Sinovac Biotech Ltd (SVA)
Key Summary: On March 18, 2025, SAIF Partners IV L.P. (15%) submitted a requisition to remove certain directors and elect nine new nominees, including Shan Fu, Vivo Capital's designee since 2018. Vivo Capital, aligned with SAIF's requisition, plans to vote in favor and take action to reinstate Mr. Fu after his exclusion from the company's new board announced on February 28, 2025.
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
Engine Capital Urges Civeo (CVEO) Board to Implement Changes for 130% Stock Upside
Key Summary: On March 18, 2025, Engine Capital urged Civeo's Board to boost shareholder value by eliminating the dividend, repurchasing 25% of shares, cutting costs, and focusing on buybacks rather than M&A. They believe this could increase the stock by 130% by 2027 and suggested exploring a sale of the company. Engine requested a meeting with the Board.
Market Cap: $294 million | Civeo Corporation provides hospitality services to the natural resource industry in Canada, Australia, and the United States.
On March 18, 2025, Engine Capital (9.8%) sent a letter to the Board stating that despite the company's strong assets and cash flow potential, it has failed to generate adequate shareholder returns. Engine proposes a major shift in Civeo's capital allocation, including eliminating its dividend, repurchasing 25% of shares through a tender offer, and reducing operational costs. They also recommend abandoning further M&A and prioritizing share buybacks. Engine believes these actions will unlock significant value, potentially increasing the stock's value between $40 and $54 per share, an upside of nearly 130% by 2027. They also suggest exploring strategic alternatives, including a sale of the company, to realize its full value. Engine requests a meeting with Civeo’s Board to discuss these initiatives.
Findell Capital Plans Director Nominations and Proposes Changes to Unlock Oportun Financial Corp's (OPRT) Value
Key Summary: Findell Capital Partners (5.4%) criticized the company's poor stock performance compared to its competitor, OneMain Holdings, Inc. They suggested replacing board members, reducing expenses, changing leadership, and improving governance. On March 7, 2024, they nominated three director candidates for the 2024 AGM. On April 22, 2024, the company entered into a cooperation agreement with Findell Capital Management. On March 20, 2025, Findell Capital announced its plans to nominate two directors and believes Oportun is undervalued, proposing operational changes to boost its valuation to $22-$33 per share.
Market Cap: $224 million | Oportun Financial Corporation provides financial services. It offers personal loans and credit cards.
· On November 27, 2023, Findell Capital Partners (5.4%) highlighted that the company's stock had performed poorly compared to its competitor, OneMain Holdings, Inc. Findell Capital Partners believed this was due to wasteful investments and unproductive expenditures by the CEO and a board of directors lacking industry-specific knowledge. Findell Capital Partners suggested the following actions to unlock the company's value: replace board members with subprime lending experience, reduce operating expenditure, replace the then-current leadership team, and adopt shareholder-friendly governance. They intended to work constructively with the Board but reserved the right to take further action if needed to protect shareholder interests. Source
· On December 4, 2023, Findell Capital Partners issued a letter to the shareholders expressing serious concerns about Oportun's financial and stock price underperformance under CEO Raul Vazquez.
· Valuation Insight
· "Oportun's core business is a great one. Under the right cost structure, the Company should generate +$3-$4 in earnings per share and the stock should trade for +$20 a share versus $2.60 a share today."
· On March 7, 2024, Findell Capital Partners (6.7%) submitted a letter to the company nominating three director candidates – Susan Ehrlich, Scott Parker, and David Tomlinson – for election to the Board at the 2024 AGM. Findell Capital Partners has been in ongoing constructive and private discussions with the Board and management, aiming to reach a cooperative resolution. Source
· On April 19, 2024, the company entered into a cooperation agreement with Findell Capital Management and pursuant to it, the company appointed Scott Parker as a new independent director and Richard Tambor as an observer to its Board. Tambor will also stand for election at the 2024 shareholder meeting.
· On March 20, 2025, Findell Capital (9.1%) issued an open letter to the Board calling for leadership changes. It criticized CEO Raul Vasquez and Lead Director R. Neil Williams for their lack of lending experience and poor performance. Findell plans to nominate two experienced directors to replace them, believing Oportun is significantly undervalued. It proposes operational improvements and better leadership to increase the company’s valuation to $22-$33 per share, aiming to remove obstacles posed by the current board.
Askeladden Capital Management seeks action at AstroNova, Inc. (ALOT) to maximize shareholder value
Key Summary: On March 17, 2025, Askeladden Capital Management (9.3%) expressed disappointment in the company's performance and transparency. They are engaging with management and may take further actions to maximize shareholder value.
Market Cap: $80 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
Radoff Criticizes Board and Opposes Re-election of Key Directors at Identiv, Inc. (INVE)
Key Summary: On March 20, 2025, Bradley L. Radoff (6.2%) criticized the Board for devaluing stockholder investments and opposed re-electing Chairman James E. Ousley and Director Gary Kremen. He plans to vote against all director candidates at the 2025 Annual Meeting if no changes are made. On April 28, 2023, Bleichroeder (12.5%) discussed with the board chairman the need for a strategic review of the company's divisions, a move later confirmed by the company's May 4, 2023 earnings call. On May 22, 2024, with increased ownership at 19.9%, Bleichroeder backed the sale of certain operations to Hawk Acquisition, Inc., but opposed Gary Kremen's re-election to the board, intending to vote against him at the 2024 Annual Meeting of Stockholders.
Market Cap: $77 million| Identiv, Inc. operates as a security technology company that secures things, data, and physical places in the Americas, Europe, the Middle East, and the Asia-Pacific.
Bradley L. Radoff
On March 20, 2025, Bradley L. Radoff (6.2%) criticized the Board for devaluing stockholder investments by selling only part of the company's operations, leaving an underperforming business with significant cash burn and negative enterprise value. They opposed re-electing Chairman James E. Ousley and Director Gary Kremen at the upcoming 2025 Annual Meeting, advocating for their resignation. If these changes aren't made, they plan to vote against all director candidates at the meeting and will engage with the company, stockholders, and other stakeholders on these matters. Source
Bleichroeder
On April 28, 2023, Bleichroeder (12.5%) engaged in a discussion with the Chairman of the board to discuss the strategic direction of the company. Specifically, Bleichroeder proposed that the Board consider conducting a strategic review with respect to the company's business divisions. As stated on its May 4, 2023 earnings call, the company has been undertaking such a review with respect to its business units. Source
On May 22, 2024, Bleichroeder (19.9%) sent a letter to the Board supporting the sale of certain operations to Hawk Acquisition, Inc. However, they do not back the re-election of Gary Kremen to the board of directors and plan to vote against him at the 2024 Annual Meeting of Stockholders.
Veradigm Inc. (MDRX) Appoints Jonathan Sacks of Stonehill to Board
Key Summary: On March 18, 2025, the board appointed Jonathan Sacks, a partner at Stonehill to the Board
Market Cap: $543 million | Veradigm Inc., a healthcare technology company, provides information technology solutions to healthcare providers, payers, and biopharma markets in the United States and internationally.
On March 18, 2025, the board appointed Jonathan Sacks, a partner at Stonehill (19.6%), to the Board, effective March 19, 2025. Source
Indaba Capital Management reaches agreement with ON24 (ONTF)
Key Summary: Indaba Capital urges board action to boost stock price and oversight. In Feb 2024, Letter Agreement secures Ronald P. Mitchell's board seat until 2025 AGM. Lynrock Lake in talks with company to enhance board composition. On March 17, 2025, Indaba and the Issuer agreed that if the board renominates Ronald P. Mitchell for the 2025 Annual Meeting and retains him on the Nominating Committee, Indaba will avoid a proxy fight or public campaigns until August 15, 2025, or the release of Q2 2025 earnings.
Market Cap: $232 million | ON24, Inc. provides a cloud-based digital experience platform that enables businesses to convert customer engagement into revenue through interactive webinar, virtual event, and multimedia content experiences worldwide.
Indaba Capital Management
On December 20, 2022, Indaba Capital Management (8.8%) stated its belief that the Board needs to urgently take proactive measures to improve the company’s stock price, balance sheet and valuation, including by exploring bold capital allocation decisions, and intends to actively engage with the Board regarding ways to unlock shareholder value. Indaba Capital urges the Board to improve their oversight of management, engage directly with the stockholder base and demonstrate greater responsiveness to stockholder input. Source
On March 11, 2023, Indaba entered into a Cooperation Agreement with the company, appointing Ronald P. Mitchell as a Class I director until the 2025 AGM, Cynthia Paul as a Class II director until the 2023 AGM, and expanding its capital return program by $25 million, with a $50 million special cash dividend planned for Q2 2023 and the remaining $75 million to be returned within 12 months. Source
On February 22, 2024, Indaba Capital Management (10.2%) entered into a Letter Agreement with the company. Pursuant to the Letter Agreement, the company agreed to take all actions necessary to ensure that Ronald P. Mitchell will continue serving on the Board and as a member of the Nominating and Corporate Governance Committee of the Board until the 2025 AGM. Source
On March 17, 2025, Indaba and the company agreed to a deal ("the Arrangement") stipulating that if the board renominates Ronald P. Mitchell for the 2025 Annual Meeting and supports his election like other nominees, and keeps Mr. Mitchell on the Nominating and Corporate Governance Committee, Indaba will refrain from a proxy fight or public campaigns until August 15, 2025, or the release of the Q2 2025 earnings. Source
Lynrock Lake
On February 14, 2023, Lynrock Lake (15.3%) stated that in light of a press release issued by another shareholder on February 8, 2023, urging the company to add a shareholder representative to its board of directors, a director of the company invited Ms. Paul, Lynrock Lake, to have a discussion. The two parties discussed the composition of the board in an effort to enhance value for all shareholders. Source
Radoff/Torok Group reached an agreement with Alto Ingredients, Inc. (ALTO)
Key Summary: On March 17, 2025, Bradley L. Radoff and Michael Torok (the "Radoff/Torok Group") reached an agreement with the company
Market Cap: $99 million | Alto Ingredients, Inc. produces, distributes, and markets specialty alcohols, renewable fuel, and essential ingredients in the United States.
On March 17, 2025, Bradley L. Radoff and Michael Torok (the "Radoff/Torok Group") (together 6.4%) reached an agreement with the company, where directors Kieta and Kandris will not seek re-election at the 2025 Annual Meeting. The group is restricted from acquiring more than 19.9% of shares and the agreement imposes standstill restrictions until 30 days before the 2026 Annual Meeting or 120 days after the 2025 meeting, during which the group will vote for Board-nominated directors and as recommended, unless advised otherwise by ISS or Glass Lewis.
Starboard Value to nominate director candidates to Autodesk Inc (ADSK)
Key Summary: Starboard Value LP, holding over $500 million in Autodesk, has raised concerns over misleading billing practices and poor governance, filing a lawsuit to delay Autodesk’s 2024 Annual Meeting. They advocate for improved growth, profitability, and shareholder-friendly policies. On March 18, 2025, Starboard Value announced its intent to nominate director candidates for election to the Board at the upcoming AGM.
Market Cap: $55 billion | Autodesk, Inc. provides 3D design, engineering, and entertainment technology solutions worldwide.
On June 17, 2024, Starboard Value LP, holding over $500 million in Autodesk stock, has raised significant concerns regarding Autodesk’s operations, governance, and financial disclosures. An internal investigation revealed misleading billing practices and artificially inflated free cash flow, impacting executive compensation and not disclosed to shareholders timely. Starboard has filed a lawsuit to delay Autodesk’s 2024 Annual Meeting and reopen the nomination window for directors. They advocate for improved growth, profitability, shareholder-friendly policies, and enhanced board oversight to rebuild investor confidence and drive long-term value. Source
On June 25, 2024, Starboard Value issued a letter to the Board expressing concerns about the company's operations, governance, and accountability. They highlighted disappointment with the company's inadequate response to governance issues and misleading disclosures uncovered by an Audit Committee Investigation. Starboard emphasized shareholder dissatisfaction and outlined opportunities for Autodesk to improve its financial performance and governance. They criticized management for intentionally misleading investors about billing practices to inflate free cash flow, leading to investigations and shareholder losses. Starboard urged transparency, accountability, and significant changes at Autodesk to restore shareholder trust and enhance company performance.
On August 6, 2024, Starboard Value issued a presentation criticizing the leadership, particularly CEO Andrew Anagnost, for significant underperformance over the last seven years. Key issues included share price underperformance, missed financial targets, misleading disclosures, poor capital allocation, and problematic compensation practices. Starboard called for substantial changes, including reevaluating the CEO, improving cost structure, budgeting discipline, and overhauling compensation practices. They believed Autodesk could achieve higher operating margins and EBITDA by FY2027 through these reforms
On March 19, 2025, Starboard Value expressed concerns about the company's underperformance despite its high-quality business model. They cite issues such as subpar profitability, missed Investor Day targets, misleading disclosures, and poor governance. Starboard believes Autodesk's management has failed to improve financial results, with recent actions like a workforce reduction raising more questions than answers. They contend that Autodesk can improve its margins by targeting a 45% adjusted operating margin by FY2028 through cost savings and better incremental margins. Starboard plans to nominate directors at the 2025 Annual Meeting to push for accountability and governance changes. Source
Past
On November 4, 2015, Sachem Head Capital Management disclosed a 5.7% stake in the company and intended to engage with management on various business aspects. On November 13, 2015, Eminence Capital and Sachem Head, holding a combined 11.5%, agreed to coordinate efforts regarding their investment. On March 10, 2016, the company entered a settlement agreement with both firms, expanding the board and appointing three new directors.
Elliott Investment Management(5.5%) nominated seven director candidates to Phillips 66 (PSX)
Key Summary: On March 4, 2025, Elliott Investment Management (5.5%) nominated seven independent candidates for Phillips 66's 2025 Board election, aiming to simplify the portfolio, enhance operations, and improve management oversight.
Market Cap: $48 billion | Phillips 66 operates as an energy manufacturing and logistics company in the United States, the United Kingdom, Germany, and internationally.
On March 4, 2025, Elliott Investment Management(5.5%) has nominated seven independent candidates for election to the company's Board at the 2025 Annual Meeting. Elliott's proposal aims to simplify Phillips' portfolio, enhance operational reviews, and improve management oversight. Source
On March 6, 2025, Elliott issued an Investor Presentation titled “Streamline66 Presentation for the Wolfe Refining Conference”
On March 21, 2025, Elliott Investment Management filed proxy materials seeking support for its nominees.
QXO to Acquire Beacon Roofing Supply (BECN) for $11 Billion
Key Summary: On January 15, 2025, QXO, Inc. proposed acquiring Beacon Roofing Supply for $124.25 per share, valuing the deal at $11 billion. Despite resistance from Beacon's board, QXO emphasized the offer's 37% premium and secured financing, pushing for shareholder approval. On March 20, 2025, QXO announced the deal's approval, with a closing expected by April 2025.
Market Cap: $6.9 billion| Beacon Roofing Supply, Inc., together with its subsidiaries, engages in the distribution of residential and non-residential roofing materials, and complementary building products to contractors, home builders, building owners, lumberyards, and retailers in the United States and Canada.
On January 15, 2025, QXO, Inc. proposed acquiring Beacon Roofing Supply, Inc. for $124.25 per share in cash, valuing the deal at $11 billion and offering a 37% premium over Beacon's 90-day unaffected share price. Despite board resistance, QXO remains committed, citing shareholder value, secured financing, and readiness to proceed. It highlights Beacon's underperformance and challenges with its Ambition 2025 goals. QXO also plans to file a proxy statement and WHITE universal proxy card with the SEC to nominate directors at Beacon's 2025 stockholders' meeting. Source
On February 6, 2025, QXO, Inc. criticized Beacon Roofing Supply's rejection of its $124.25 per share all-cash offer, representing a 37% premium over Beacon’s 90-day average stock price. QXO emphasized that its offer provides certainty, a significant cash premium, and quick closure without regulatory or financing risks. QXO also questioned Beacon’s delay in releasing 2028 financial projections and urged the company to let shareholders decide on the offer. The tender offer is valid until February 24, 2025, with no financing or due diligence conditions. Source
On February 10, 2025, QXO, Inc. criticized Beacon Roofing’s Board for misleading shareholders and misrepresenting its performance. QXO’s $124.25 per share offer provides a significant premium over Beacon’s stock, which has underperformed its peers. QXO questioned Beacon’s delayed projections and pointed out insider sales below the offer price. With no competing offers, QXO urges the Board to allow shareholders to decide, with the offer expiring on February 24, 2025. Source
On February 12, 2025, QXO, Inc. announced it will propose a slate of 10 independent director nominees for election at 2025 AGM to replace its current board. QXO's tender offer of $124.25 per share for all of Beacon's outstanding shares is open until February 24, 2025, and has received antitrust clearance in the U.S. and Canada. QXO plans to solicit proxies to elect the new directors at the upcoming meeting. Source
On March 4, 2025, QXO, Inc. has extended its all-cash tender offer to acquire Beacon Roofing Supply, Inc. for $124.25 per share. Originally set to expire on March 3, 2025, the offer is now open until March 10, 2025, without financing or due diligence conditions. Source
On March 20, 2025, QXO, Inc. announced it will acquire Beacon Roofing Supply, Inc. for $11 billion, or $124.35 per share in cash. The deal, expected to close by April 2025 and the board has unanimously approved the transaction.
Edward Smolyansky Announces Intent to Nominate 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: $350 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
Nierenberg Investment Management Backs Potbelly Corporation’s (PBPB) Growth, Calls for Better Communication
Key Summary: On July 21, 2022, Nierenberg Investment Management (9.4%) highlighted the company's untapped potential, estimating its stock could reach $40-60 in 10 years based on strong franchising growth. On August 7, 2023, they called for a share buyback and projected a 7-9x share price increase by 2032. By December 21, 2023, they praised Potbelly’s ongoing value creation and recommended paying off debt and repurchasing shares. On March 14, 2025, they expressed confidence in management and urged improved communication, recommending share repurchases and a review of the incentive compensation plan.
Market Cap: $286 million | Potbelly Corporation owns and operates Potbelly Sandwich Works sandwich shops in the United States.
Nierenberg Investment Management Company
· On July 21, 2022, Nierenberg Investment Management Company (9.4%) stated its belief that the market is far from recognizing the Company’s rapidly improving unit and corporate economics, its substantial potential profitability increase from franchising, the quality and experience of the Company’s management and board, its brand, and unique positioning. ·Source
Valuation insight
Nierenberg Investment Management views the Company as a coiled spring that could become as much as a 10X for its shareholders over the next decade. Using a 10% discount rate, Nierenberg Investment Management estimates that this $5 stock could be worth $17.77 today; with a 15% discount rate, it could be worth $10.03 today, double where it is right now.
If the Company were to use future free cash flow to freeze its share count at 29M, Nierenberg Investment Management could envision EPS climbing to over $2.00 in 10 years. With profitable, growing franchisors valued at 20X earnings and 3X revenues, Nierenberg Investment Management could see the Company’s share price rise to about $40-60 in 10 years, the midpoint being 10X where it is today.
· On August 7, 2023, Nierenberg Investment Management restated its 13D that the Company's strong performance post their July SC 3D filing justifies an update to reflect increased company value and a request for opportunistic repurchase of 8M shares over 9 years. It anticipates a 7-9 times share price increase to $69-86 by 2032, indicating enhanced confidence in leadership, governance, strategy, and execution compared to last year. Nierenberg Investment Management outlined a projection based on high franchising success for the company over the next nine years. Retaining 300 company-owned shops after refranchising 80, they estimate an annual shop revenue growth of 5%, potentially reaching almost $2.1M per shop by 2032. With this, the corporate level revenue could grow to $842M, pre-tax profit to $141M, and post-tax profit to around $99M. Nierenberg Investment Management suggests that with efficient cost reduction and the elimination of unnecessary debt, the company's annual EPS could potentially increase by $0.13. It recommends a share buyback plan to reduce the share count by 21% over nine years, estimating a potential share price rise to $68.80 to $86.00 based on P-E ratios. Nierenberg Investment Management's suggested actions for the company include:
o Clear existing borrowings while maintaining a prudent line of credit.
o Thoroughly review all corporate level costs for potential savings.
o Utilize free cash flow to decrease the share count from 29.3 million to 23 million.
o Encourage insiders to invest in shares.
· On December 21, 2023, Nierenberg Investment Management stated that it was pleased with the company's ongoing value creation, including improving customer traffic, shop profitability, and positive EBITDA growth. The acceleration of the franchising strategy and increased investor confidence are noteworthy. It recommends paying off the debt, considering share repurchases, and reducing corporate-level costs to maximize long-term profitability. These actions, combined with potential savings, could significantly benefit Potbelly's earnings per share and long-term growth prospects, making it an attractive opportunity for investors. Source
· On March 14, 2025, Nierenberg Investment Management (10.3%) expressed confidence in PBPB's management and long-term growth, despite recent volatility. They praised the company’s achievements but urged management to improve communication and address inaccuracies in third-party data, especially during ICR events. They recommended share repurchases, enhanced shareholder communication, and a review of the long-term incentive compensation plan to align with shareholder interests. Source
Past
180 degree capital corp
On June 29, 2020, 180 Degree Capital Corp disclosed 8.6% and stated that the stock price performance on a relative basis to its competitors has been dreadful. It further stated, " 180 supports the recent additions to the composition of the Board of Directors, including the appointment of Joe Boehm as Interim Lead Independent Director. 180 encourages the Board to execute on any and all steps that are necessary to enhance value for all shareholders." Source
Vann A. Avedisiantrust
· On March 1, 2020, Vann A. Avedisiantrust delivered a notice to the company nominating four candidates for election to the Board at the 2020 annual meeting of shareholders. Source
· On May 10, 2020, the company entered into a Settlement Agreement with Vann A. Avedisiantrust and pursuant to it, the company (i) increased the size of the Board from eight to ten members, (ii) appointed David J. Near and Todd W. Smith (Vann A. Avedisiantrust representatives) to the Board, and (iii) appointed David J. Near to the Compensation Committee of the Board and Todd W. Smith to the Nominating and Corporate Governance Committee of the Board.
GrizzlyRock Capital
· On October 26, 2017, GrizzlyRock Capital disclosed 5.3% and requested that the company disclose all material steps undertaken by J.P Morgan in its role as the company's financial advisor. It stated that it had sought and will continue to seek an opportunity to meet with the management team and Board of Directors to engage in constructive and value-enhancing dialogue. Source
· On March 1, 2019, GrizzlyRock Capital reduced its stake to 2.6%.
Privet Fund
· On February 7, 2018, Privet Fund delivered a letter to the company nominating four candidates for election to the Board at the 2018 annual meeting of stockholders.
· On April 12, 2018, the company entered into a Settlement Agreement with Privet Fund and pursuant to it, the company (i) expanded the size of the Board from nine members to ten members, (ii) appointed Ben Rosenzweig, Partner of Privet Fund Management, to the Board and (iii) appointed Ben Rosenzweig to the Compensation Committee of the Board. The Board also agreed to include Mr. Rosenzweig in the Company’s slate of nominees for election to the Board at the Company’s 2018 Annual Meeting of Stockholders.
Radoff Nominates Board Candidates for 2025 Annual Meeting at Atea Pharmaceuticals, Inc (AVIR)
Key Summary: BML Investment Partners (8.1%) urged the Board on December 13, 2024, to seek a strategic partner or explore alternatives. On March 4, 2025, Bradley L. Radoff and JEC Associates (5.1%) expressed concerns over the Board's ability to lead a strategic review and planned to nominate a competing slate. On March 20, 2025, Radoff formally nominated Howard H. Berman, James P. Flynn, and Michael Torok for election at the 2025 annual meeting.
Market Cap: $275 million | Atea Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, discovers, develops, and commercializes antiviral therapeutics for patients with viral infections.
· On December 13, 2024, BML Investment Partners (8.1%) sent a letter to the Board indicating its belief that the company needs to find a strategic partner or explore other strategic alternatives.
· On March 4, 2025, Bradley L. Radoff and JEC Associates (together 5.1%) announced that they have engaged, and plan to continue engaging, with the Board and management to enhance shareholder value. While they supported the company’s retention of Evercore for a strategic review, they do not believe the current Board is qualified to lead this process effectively. Radoff intends to nominate a competing slate of candidates at the upcoming annual meeting and will share these views with the company, its shareholders, and other market participants. Source
· On March 20, 2025, Mr. Radoff delivered a letter to the company nominating Howard H. Berman, James P. Flynn and Michael Torok for election to the board at the 2025 annual meeting of stockholders. Source
Mina Sooch nominated Board candidates to Opus Genetics, Inc (IRD)
Key Summary: On February 7, 2025, Mina Sooch, founder of Opus Genetics nominated Board candidates to the company
Market Cap: $39 million | Opus Genetics, Inc., a clinical-stage ophthalmic biopharmaceutical company, focuses on developing and commercializing therapies for the treatment of unmet needs of patients with refractive and retinal eye disorders.
On February 7, 2025, Mina Sooch, founder of Opus Genetics, has nominated a seven-member "Restore Value Slate" for the Board, citing strategic, management, and capital allocation failures that led to an 80% stock decline over 22 months. The group, holding 4.1% of shares, aims to restore governance, curb unnecessary spending, and refocus on Ryzumvi™, a high-value FDA-approved asset, rather than the capital-intensive gene therapy pivot executed without shareholder approval. Source
On March 21, 2025, Mina Sooch filed proxy materials seeking support for her nominees
AJP Holding and Orbic North America plans to nominate five candidates to Sonim Technologies, Inc (SONM)
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.
Market Cap: $13 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
Star Equity Fund Files Securities Class Action Against Firsthand Technology Value Fund (SVVC)
Key Summary: On November 25, 2022, Star Equity Fund (5.08%) announced plans to discuss Board changes and corporate governance, later nominating two candidates for election at the 2023 AGM. On March 21, 2025, Star Equity Fund (29.4%) notified stockholders of a securities class action seeking damages for fraudulent valuations and hidden losses.
Market Cap: $0.3 million | Firsthand Technology Value Fund, Inc. is an externally managed, closed-end, non-diversified management investment company. The Fund’s investment objective is to seek long-term growth of capital.
Star Equity Fund
· On November 25, 2022, Star Equity Fund (5.08%) stated that it expects to engage in general discussions with the Board and management regarding changes to the composition of the Board, corporate governance and evaluating all options to maximize shareholder value. Star Equity Fund requested the company provide them with a copy of the "Proposed Nominee questionnaire" to enable it to nominate candidates for election to the Board at the 2023 AGM. Source
· On December 7, 2022, Star Equity Fund nominated two candidates for election to the Board at the company 2023 AGM.
· On May 9, 2023, Star Equity issued an investor presentation titled “Our Plan for Enhancing Stockholder Value at Firsthand Technology Value Fund, Inc.,”
· On June 9, 2023, the company held its adjourned annual meeting, but there were not enough shareholders present to constitute a quorum. As a result, no business was conducted, and the nominees for the two Class III director positions were not elected. The current Class III directors, Kevin Landis and Kimun Lee, will continue to serve until the next annual meeting or until their successors are chosen. Source
· On June 15, 2023, Star Equity Fund criticized the company's voting standards for contested elections and highlighted the failure to establish a quorum at the annual meeting. It called for transparency in voting results and prompt reconvening of the meeting. Star Equity Fund believes a change in Board composition is crucial for better corporate governance and shareholder value. Source
· On March 21, 2025, Star Equity Fund (29.4%) notified stockholders of a securities class action filed in the District of Maryland, seeking damages and relief against the company, its advisors, and officers for fraudulent valuations and hidden losses. Source
Donald R Chambers
· On April 15, 2020, Donald R Chambers announced his support for a non-binding stockholder proposal at SVVC's annual meeting. The proposal urged the Board of Directors to explore options for enhancing shareholder value, including terminating the fund, liquidating assets, conducting tender offers, merging with another entity, or taking other measures to allow shareholders to exit at or near net asset value (NAV). The proposal was motivated by the significant drop in SVVC's stock price and its high expense ratio. At the July 2, 2020 annual meeting, shareholders approved the non-binding proposal.
· On April 27, 2022, Donald R Chambers filed proxy materials and submitted a proposal that all investment advisory and management agreements between Firsthand Technology Value Fund, Inc. and Firsthand Capital Management, Inc. shall be terminated.
· At the AGM held on May 25, 2022, stockholders did not approve the binding stockholder proposal to terminate the investment advisory and management agreements between Firsthand and Firsthand Capital Management, Inc.
Scott Klarquist
· On January 20, 2022, Scott Klarquist, CIO of Seven Corners Capital Management, issued a presentation to the shareholders titled "Time for change at SVVC" expressing his concerns on the stock price performance over the past ten years. He urged the shareholders (i) to vote AGAINST all of SVVC's incumbent director nominees and AGAINST SVVC's executive compensation and (ii) to vote in favour of any shareholders proposal to terminate FCM's management agreement.
· On March 11, 2022, Scott Klarquist issued an open letter to the shareholders reiterating his proposals.
· On March 28, 2022, Scott Klarquist filed proxy materials nominating himself as a director candidate for election to the Board at the Company's upcoming 2022 AGM. Source
· On April 26, 2022, the company announced that the election of Scott Klarquist found in the separate proxy statement from Mr. Klarquist will not be considered at the Annual Meeting.
· On May 17, 2023, ISS has recommended that shareholders vote on Star Equity Fund’s WHITE proxy card to elect both its nominees – Robert Pearse and Hannah Bible – to the board at its upcoming 2023 AGM. ISS recommended that stockholders “DO NOT VOTE” on the company’s blue proxy card. Source
Bulldog Investors
Bulldog Investors filed a proxy statement in January 2014, proposing various changes to Firsthand Technology Value Fund. However, a settlement was reached in May 2014, resulting in Bulldog withdrawing its nominees and proposals. As part of the settlement, the Board approved a plan for share repurchases, including up to $10 million in open market purchases in 2014 and a self-tender offer of at least $20 million at 95% of net asset value by January 31, 2015.
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