13D weekly report - Mar 24, 2025 to Mar 28, 2025

Radoff-Torok Group Nominates Independent Directors to TETRA Technologies, Inc (TTI)

Key Summary: On March 24, 2025, the Radoff-Torok Group proposed four independent director candidates and criticize the current board's failure to address strategic, financial, and governance shortcomings, advocating for a focused, profitable business approach.

Market Cap: $467 million | TETRA Technologies, Inc., together with its subsidiaries, operates as an energy services and solutions company.

On March 24, 2025, Bradley L. Radoff and Michael Torok ("the Radoff-Torok Group") plan to file a preliminary proxy statement with the SEC, to nominate their slate of directors for 2025 annual meeting. The group, holding over 4.9% cited long-standing underperformance and governance issues, urging board changes to enhance shareholder value. They proposed four independent director candidates and criticize the current board's failure to address strategic, financial, and governance shortcomings, advocating for a focused, profitable business approach. Source

Special Opportunities Fund Files Proxy Materials for 2025 Tejon Ranch Co. (TRC) Annual Meeting

Key Summary: On March 28, 2025, Special Opportunities Fund, Inc. filed proxy materials soliciting votes for four proposals: electing independent directors, ratifying Deloitte & Touche LLP as Tejon’s auditor for 2025, abstaining on executive compensation approval, and supporting a shareholder proposal for 10% shareholders to call a special meeting. On April 18, 2024, Nitor Capital Management expressed concerns about Tejon Ranch's performance and management. They aim to reform leadership, compensation, and capital allocation for shareholder value. Tejon Ranch's assets are valued at $1.2 billion, far above the stock price. At the May 14, 2024 AGM, shareholders re-elected all current directors to the Board. Directors opposed by Nitor Capital received approximately 30% withheld votes.

Market Cap: $431 million | Tejon Ranch Co., together with its subsidiaries, operates as a diversified real estate development and agribusiness company

Special Opportunities Fund, Inc.

On March 28, 2025, Special Opportunities Fund, Inc. filed proxy materials soliciting votes for four proposals: electing independent directors Andrew Dakos, Phillip Goldstein, and Aaron T. Morris, ratifying Deloitte & Touche LLP as Tejon’s auditor for 2025, abstaining on executive compensation approval , and supporting a shareholder proposal to allow holders of 10% of shares to call a special meeting. Source

Nitor Capital Management

On April 18, 2024, Nitor Capital Management LLC (1.75%) issued a letter to the shareholders, expressing concerns about the company's underperformance and management practices. Despite owning approximately 1.75% of Tejon Ranch's shares, they felt the company's assets were undervalued and management had failed to deliver returns to stockholders. They criticized the board's lack of action and misaligned compensation incentives for executives. Nitor intended to withhold votes for certain board members and opposed executive compensation approval at the upcoming Annual Meeting. They emphasized the need for changes in leadership, compensation structure, and capital allocation to unlock the company's potential and deliver value to stockholders.

Valuation insight

Tejon Ranch's valuable income-producing assets and industrial development rights generate over $100 million in recurring annual revenues and $30 million in annual cash flows. Nitor Capital Management estimates these assets to be worth $700 million, or $26 per share. When factoring in additional assets like land, water, and farmland, they believe the total value exceeds $1.2 billion, nearly three times the current stock price.

At the May 14, 2024 AGM, shareholders re-elected all current directors to the Board. Directors opposed by Nitor Capital received approximately 30% withheld votes.

M&G Investment Management Ltd. Plans Board Nomination Discussion with REE Automotive Ltd (REE)

Key Summary: On March 28, 2025, M&G Investment Management Ltd announced plans to discuss appointing and nominating an individual to the Board at future Annual General Meetings.

Market Cap: $71 million | REE Automotive Ltd. operates as an automotive technology company in France, the United Kingdom, the United States, and internationally.

On March 28, 2025, M&G Investment Management Ltd (20%) stated its plans to discuss with the company the appointment of an individual to the Board, with the intention of nominating this person for election at future Annual General Meetings of Shareholders. Source

JANA entered into a cooperation agreement with Rapid7, Inc (RPD)

Key Summary: On September 27, 2024, JANA Partners and Cannae Holdings disclosed a 6.4% stake and reported discussions with the Board and management about operational issues, governance, and a potential company sale. On March 11, 2025, JANA (5.8%) signed Nominee Agreements with Michael Joseph Burns and Chad Kinzelberg, who agreed to join JANA's slate of nominees for election as directors at the 2025 Annual Meeting. On March 21, 2025, JANA entered into a cooperation agreement with the company

Market Cap: $1.9 billion| Rapid7, Inc. provides cybersecurity solutions under the Rapid7, Nexpose, and Metasploit brand names. 

On September 27, 2024, JANA Partners and Cannae Holdings disclosed 6.4% and stated that they had engaged in constructive discussions with the Board and management regarding operational challenges, management and compensation issues, corporate governance, evaluating the potential sale of the company. Source

On March 11, 2025, JANA (5.8%) entered into Nominee Agreements with each of Michael Joseph Burns and Chad Kinzelberg pursuant to which each Nominee has agreed, upon the election of JANA, to become members of a slate of nominees and to stand for election as directors of the company at the 2025 Annual Meeting. Source

On March 21, 2025, JANA entered into a cooperation agreement with the company pursuant to which Kevin Galligan, a Partner and Director of Research at JANA, Michael Burns and Wael Mohamed will be appointed to the Board.

Starboard Value nominated 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. On March 26, 2025, Starboard Value nominated three directors for the 2025 Annual Meeting

Market Cap: $58 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

On March 26, 2025, Starboard Value nominated three directors for the 2025 Annual Meeting, citing the company’s long-term financial underperformance and misleading claims about TSR and Investor Day targets. Starboard criticized Autodesk’s lack of management accountability and stressed the need for a well-functioning Board to drive value creation. They believe Autodesk could achieve non-GAAP operating margins of 41-42% by FY2028 with proper governance and oversight. 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 Takes Legal Action to Protect the Rights of Phillips 66 (PSX) Stockholders

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. On March 25, 2025, Elliott Investment Management filed a lawsuit against the company seeking an order for four board seats to be up for election at the 2025 Annual Meeting.

Market Cap: $51 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.

On March 25, 2025, Elliott Investment Management filed a lawsuit against the company seeking an order for four board seats to be up for election at the 2025 Annual Meeting. Elliott argues the company's decision to reduce board seats from 14 to 12 violates its governing documents. Despite requests for clarification, Phillips has not disclosed the number of seats or its nominees. Elliott plans to withdraw the lawsuit if Phillips confirms at least four seats will be up for election. Elliott also announced a slate of seven director candidates. Source

TAFE Decides Not to Seek Board Nomination or Re-election Amid Ongoing Talks 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.

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.

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.

Land & Buildings nominated two candidates to the Board National Health Investors, Inc (NHI)

Key Summary: On April 18, 2024, Land & Buildings Investment Management, LLC voiced concerns about undervaluation and governance, particularly regarding the lease renewal with National HealthCare Corporation (NHC). They plan to vote against directors Robert Webb and Charlotte Swafford at the next Annual Meeting for boardroom change. On February 19, 2025, Land & Buildings announced that it has nominated two candidates for election to the Board

Market Cap: $3.4 billion | National Health Investors, Inc is a real estate investment trust specializing in sale, leasebacks, joint-ventures, senior housing operating partnerships, and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments.  

On April 18, 2024, Land & Buildings Investment Management, LLC issued a presentation to shareholders expressing concerns about undervaluation and poor corporate governance at the company. They specifically criticized the Board's management of critical issues, such as the lease renewal with National HealthCare Corporation (NHC). L&B plans to vote against current directors Robert Webb and Charlotte Swafford at the upcoming Annual Meeting, advocating for boardroom change.

On May 8, 2024, Land & Buildings criticized the company's recent actions as insufficient in addressing governance concerns. Land & Buildings urged full destaggering of the Board and collaboration with shareholders to appoint an independent director. They planned to vote against incumbent directors Webb and Swafford at the upcoming Annual Meeting. Source

On May 15, 2024, Land & Buildings issued a presentation on National Health Investors reiterating their concerns.

On February 19, 2025, Land & Buildings announced that it has nominated two experienced and independent candidates for election to the Board at the upcoming 2025 Annual Meeting of Stockholders.

On March 24, 2025, Land & Buildings filed proxy materials seeking support for its nominees.

Vision One Fund Criticizes Ingevity (NGVT) Board, Proposes Governance Changes and Strategic Shift

Key Summary: On February 25, 2025, Vision One Fund LP criticized Ingevity's Board for poor performance, proposed exiting the Performance Chemicals segment, and nominated four individuals for the Board to potentially raise the share price to $124.  On March 10, 2025, Vision One announced it would reduce its slate of nominees for the Annual Meeting from four to two, urging stockholders on March 14, 2025, to elect Julio C. Acero and F. David Segal to enhance the board. On July 25, 2022, William J. Slocum, a Partner at Inclusive Capital Partners (5.6%), was appointed as a member of the board of the company.  

Market Cap: $1.6 billion| Ingevity Corporation manufactures and sells specialty chemicals and activated carbon materials in North America, the Asia Pacific, Europe, the Middle East, Africa, and South America. 

Vision One Fund

On February 25, 2025, Vision One Fund LP issued a presentation regarding the company criticizing the current Board for poor capital allocation, ineffective leadership, and underperformance, which has led to significant financial losses and a decline in shareholder value. Vision One proposed new governance safeguards, such as appointing a Lead Independent Director, implementing director term limits, and enabling stockholders to call special meetings, believing these changes would improve oversight, accountability, and corporate strategy. The fund also suggested simplifying the company’s portfolio by exiting the Performance Chemicals segment and focusing on the Performance Materials segment, which it believes could unlock significant shareholder value, potentially raising the share price to $124. Additionally, Vision One nominated four individuals—Julio C. Acero, Courtney R. Mather, Dr. Merri J. Sanchez, and F. David Segal—for the Ingevity Board ahead of the annual shareholder meeting.

On March 6, 2025, Vision One Fund, LP issued a presentation regarding the company reiterating its concerns.

On  March 10, 2025, Vision One notified the Company that it intended to reduce its slate of nominees for the Company’s Annual Meeting from four individuals to two individuals. 

On  March 14, 2025, Vision One urges stockholders to elect Julio C. Acero and F. David Segal as directors to enhance the board. Source

On  March 24, 2025, Vision One filed proxy materials seeking support for its nominees.

Inclusive Capital Partners

On July 25, 2022, William J. Slocum, a Partner at Inclusive Capital Partners (5.6%), was appointed as a member of the board of the company. Source

Advantech Capital Backs SAIF Partners' Proposals for Special Shareholders' Meeting at 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. On March 25, 2025, Advantech Capital (8.14%) stated that it intends to vote in favor of SAIF Partners' proposals at any scheduled meeting.

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

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: $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

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

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: $273 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

·         On March 26, 2025, the Radoff-JEC Group criticized Atea Pharmaceuticals' stock performance, governance, and capital allocation, highlighting undervaluation, rejected buyouts, insider sales, and entrenched leadership. They called for board changes and nominated candidates to address these issues and enhance shareholder value. Source

Findell Capital nominated Director candidates to Unlock Oportun Financial Corp's (OPRT)

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. On March 27, 2025, Findell Capital Management nominated Sandra Bell and Warren Wilcox to its Board

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.

On March 27, 2025, Findell Capital Management nominated Sandra Bell and Warren Wilcox to its Board. Findell criticized the legacy Board for poor governance and attributed recent stock price recovery to their involvement. They urged stockholders to elect their nominees at the upcoming annual meeting to drive operational improvements and better governance. 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: $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

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

Gate City Capital Management Withdraws Director Nominees for 2025 Annual Meeting at Saga Communications (SGA)

 Key Summary: On January 25, 2025, Gate City Capital expressed concerns over Saga's financial performance and digital strategy, urging cost cuts, board refreshment, and shareholder-focused actions. On February 10, 2025, Gate City announced its intent to nominate four directors for Saga's 2025 Annual Meeting. Negotiations to appoint one of these nominees concluded without agreement on March 4, 2025. On April 7, 2023, the board recommended that Michael W. Schechter be elected to the Board at the company’s upcoming annual meeting. On March 13, 2025, Gate City Capital Management sent a Notice Letter to the company announcing its intention to nominate four directors. On March 26, 2025, Gate City Capital Management withdrew its director nominees for 2025 Annual Meeting

 Market Cap: $75 million | Saga Communications, Inc., a broadcast company, acquires, develops, and operates broadcast properties in the United States. 

 Gate City Capital Management

On January 25, 2025, Michael Melby, Founder and Portfolio Manager of Gate City Capital Management, LLC, wrote to Warren Lada, Chairman of the Board expressing concern over the company's recent financial performance and declining stock price. Gate City, owning 13.8% of Saga's common stock, criticized the increase in expenses related to Saga's digital strategy, citing inadequate ROI assessment and turnover issues among digital employees and partners. They urged Saga to reduce digital spending, implement cost-cutting measures, refresh the board, align management incentives with shareholder value, repurchase shares aggressively, and halt acquisitions until profitability improves. Melby expressed readiness to collaborate on these initiatives to enhance shareholder value. Source

On February 10, 2025, Gate City Capital Management, LLC, notified Saga Communications, Inc.'s Corporate Secretary of its intent to nominate four individuals—Michael T. Melby, Nicholas J. Bodnar, Ryan A. Hornaday, and Christopher T. Young—for election to Saga's Board of Directors at the 2025 Annual Meeting. Source

On March 4, 2025, subsequent negotiations between Gate City and Saga to appoint one of Gate City’s nominees to the Board concluded without an agreement. Source

On March 13, 2025, Gate City Capital Management sent a Notice Letter to the company announcing its intention to nominate four directors—Michael T. Melby, Nicholas J. Bodnar, Ryan A. Hornaday, and Christopher T. Young—for election at the 2025 Annual Meeting. Gate City requested that these nominees be included in Saga's proxy statement. Additionally, Gate City may seek to inspect company's books and records under Florida law to communicate with other shareholders and gather further information for its proxy solicitation. Source

On March 26, 2025, Gate City Capital Management withdrew its director nominees for 2025 Annual Meeting, citing concerns over the negative impact of the Digital Transformation on profitability, cash flow, and share price. They highlighted poor financial results, increased corporate expenses, management's lack of stock purchases, and the ownership of non-core assets like the Saga House in Florida. Gate City recommended divesting these assets for shareholder returns and criticized Saga's limited search for a new board member with digital expertise, urging broader governance reforms. Source

TowerView

On April 7, 2023, the board recommended that Michael W. Schechter be elected to the Board at the company’s upcoming annual meeting.  Mr. Schechter is a non-controlling member of TowerView LLC (19%) Source

Beaver Hollow Wellness, LLC Expresses Strong Dissatisfaction with Servotronics' (SVT) Refusal of Records Inspection Request

 Key Summary: On January 9, 2025, Beaver Hollow Wellness, led by CEO Paul L. Snyder, nominated four director candidates for Servotronics' 2025 annual meeting.  On February 16, 2023, Brent D. Baird (10.9%) signed a Cooperation Agreement with the Company, which agreed to appoint him to the board until the 2023 AGM. On March 26, 2025, Beaver Hollow Wellness, LLC, criticized Servotronics for denying its request to inspect corporate records, raising concerns about transparency and governance during the strategic review.  In 2022, Star Equity Fund launched a campaign against Servotronics, criticizing the board for poor governance, supporting an unprofitable division, and failing to address CEO misconduct. The fund’s efforts led to several board changes, including a new CEO and independent directors. Despite a rejected merger proposal, Star continued advocating for board changes and strategic alternatives. In 2023, Star nominated director candidates, criticized the board’s lack of expertise, and emphasized the need for the company to explore strategic alternatives for all its assets. Star later withdrew its nominations ahead of the 2023 AGM. On March 25, 2025, Star Equity Fund (6%) commented on Servotronics' strategic alternatives review.

Market Cap: $27 million | Servotronics, Inc. designs, manufactures, and markets control components and consumer products in the United States and internationally.

Beaver Hollow Wellness, LLC

On January 9, 2025, Beaver Hollow Wellness, led by CEO Paul L. Snyder, nominated four director candidates for Servotronics' 2025 annual meeting. On January 17, Snyder highlighted the need for board change to address Servotronics' financial struggles, following executive departures and the sale of Ontario Knife Co. Source

On January 30, 2025, Beaver Hollow Wellness issued a formal demand to the Board for an internal investigation into potential unjust enrichment and breaches of fiduciary duties. Concerns arise from excessive CEO and Board compensation totaling over $3,000,000 amidst substantial financial losses exceeding $13,000,000 and a sharp decline in unrestricted cash reserves. Source

On February 5, 2025, Beaver Hollow Wellness urged immediate action to address critical financial instability threatening the company. Despite previous offers of support being declined by the Board and CEO, they proposed the S.A.V.E. (Shareholder Action for Value and Employees) plan to enhance manufacturing capabilities, restore customer and employee confidence, and reverse the decline in shareholder value. They criticized current leadership for enriching themselves at the company's expense and proposed a new slate of expert directors to execute this plan effectively. Source

On March 26, 2025, Beaver Hollow Wellness, LLC criticized the company's denial of its request to inspect corporate records. Servotronics rejected the request, citing insufficient purpose, which Beaver Hollow disputes, raising concerns about transparency and governance, especially during the ongoing strategic review. Beaver Hollow plans to pursue legal action to ensure accountability. Source

Star Equity Fund

Update:

On March 25, 2025, Star Equity Fund (6%) commented on Servotronics' strategic alternatives review. While supportive of the review, Star Equity Fund believes it should have occurred earlier and stresses the need for significant progress to unlock the company's full value. Source

Background:

On March 2, 2022, Star Equity Fund filed proxy materials soliciting votes for the election of its director nominees at 2022 AGM. It stated that under the incumbent board’s watch, the Company’s previous CEO abused his authority and perpetuated a culture of harassment at the expense of employees and shareholders (as alleged by a lawsuit filed by a former employee on June 7, 2021), with an internal investigation finding that he committed willful malfeasance in violation of his employment agreement with the Company. In addition, the incumbent board has overseen and continued to support the Company’s unprofitable Consumer Products Group without having taken meaningful action to maximize shareholder value. In addition, the incumbent board has a track record of poor corporate governance. Proxy advisory firms ISS and Glass Lewis have cited numerous issues with Servotronics’s board of directors and the Company’s corporate governance, including in its report on the Company’s 2021 annual meeting.  Source

On April 8, 2022, Star Equity Fund filed proxy materials urging the company to schedule 2022 AGM.

On May 13, 2022, Star Equity Fund stated that it was pleased to announce that its campaign at Servotronics, including the nomination of director candidates and advocacy for various improvements in the Company’s corporate governance, caused the Company to take several positive steps it likely would not have taken independently. The Fund stated that under pressure from its campaign, the company recently announced several Board composition and governance changes including, (i) the appointment of a new CEO, (ii) the addition of Karen Howard and shareholder representative Evan Wax to the Board, (iii) the naming of independent director Christopher Marks as Chairman of the Board, (iv) the resignation of Jason Bear from the Board, (v) the termination of its poison pill, and (vi) the reconfirmation that Kenneth Trbovich would not be nominated for election at its 2022 annual meeting. Further, Star Equity Fund stated that it was pleased with the two new additions to the Board and plan to withdraw its nomination for this year’s annual meeting. Source

On October 20, 2022, Star Equity Holdings presented a non-binding indication of interest to explore a potential combination with the company. On November 2, 2022, after refusing to even engage in conversations with Star Equity Holdings regarding details of a proposal, the Board responded to Star Equity Holdings that a transaction is not in the best interests of the shareholders.

On November 14, 2022, Star Equity Fund (5.6%) issued a press release noting the Board’s rejection of Star Equity Holdings’ proposal without genuinely engaging, and strongly questioning the incumbent directors’ commitment to the shareholders. Star Equity Fund also asserted, the Board’s actions make clear that further change to the Board’s composition needs to occur.

On February 9, 2023, Star Equity Fund (5.4%) delivered a letter to the company nominating six director candidates for election to the Board at the 2023 AGM. Source

On February 14, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

On February 24, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

On March 29, 2023, Star Equity Fund withdrew the nomination of four candidates and issued a press release announcing that it would be proceeding with the nomination of two candidates for election to the Board at the 2023 AGM.

On April 17, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

On May 1, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

On May 19, 2023, Star Equity Fund issued an investor presentation titled “Our Plan for Change at Servotronics, Inc.”

On May 19, 2023, Star Equity Fund filed proxy materials urging all stockholders to vote the WHITE proxy card to elect G. Mark Pomeroy and Richard K. Coleman, Jr. to the board at the company's 2023 AGM. Source

On May 31, 2023, Star Equity Fund issued in a press release where it reiterated its belief that the incumbent Board, specifically, Edward Cosgrove, Christopher Marks, and William Farrell lacks the necessary experience and expertise to change the trajectory at the company. Star Equity Fund also emphasized that although the company announced its intent to sell its Consumer Products Group after pressure from Star Equity Fund's campaign, intent does not drive shareholder value, but rather execution drives value. Star Equity Holdings further stated its belief that the long-suffering shareholders would be better served by the company exploring strategic alternatives with strategic buyers for ALL its assets, which includes both its Consumer Products Group and Aerospace segments, in addition to real estate assets.

On June 1, 2023, Star Equity Fund withdrew its nomination of Messrs. Coleman and Pomeroy for election to the Board at the annual meeting. Source

Brent D. Baird

On February 16, 2023, Brent D. Baird (10.9%) entered into a Cooperation Agreement with the Company. Pursuant to the Cooperation Agreement, the Company agreed to appoint him to the board, effective as of February 16, 2023, with a term expiring at the company’s 2023 AGM.

Allen Hartman nominates Board candidates to Silver Star Properties REIT (SLVS)

 Key Summary: In Oct 2023, Allen R. Hartman advocated for Silver Star's liquidation and criticized mismanagement, leading to legal disputes regarding annual meetings. In Dec 2023, Hartman was sued by Silver Star for alleged misconduct. In Jan 2024, the company is conducting a Consent Solicitation to re-elect directors, which Hartman opposes, citing board actions that thwart stockholder choices and violate the company's charter. On March 21, 2025, Allen R. Hartman delivered a letter to the company nominating a slate of three director candidates for election to the board at the 2025 Annual Meeting of Stockholders

 Market Cap: $23 million| Silver Star Properties REIT, Inc. is a self-managed real estate investment trust that is currently repositioning in an orderly manner into the self storage asset class.

 On October 17, 2023, Allen R. Hartman (15%) expressed his belief that Silver Star should pursue a liquidation strategy and return capital to investors due to perceived mismanagement. He argued that most stockholders would prefer their capital returned in a Texas commercial property REIT rather than risking it in a national self-storage strategy. Mr. Hartman attributed Silver Star's declining value to mismanagement by the Executive Committee, led by Gerald Haddock. He accused Silver Star of adopting a short-term liquidation approach with asset sales at discounted prices and overinvestment in self-storage ventures at high costs to investors. Silver Star hadn't held an annual stockholder meeting since 2013, leading Mr. Hartman to file a lawsuit for a 2023 meeting. In response, Silver Star changed its Bylaws to allow stockholders to act without a meeting, a move contested by Mr. Hartman as violating Maryland law. Additionally, he and vREIT requested access to Silver Star's stock ledger, which was denied, claiming a lack of a "legitimate purpose." Source

On October 19, 2023, Mr. Hartman and vREIT filed a First Amended Complaint in the Maryland Litigation to compel a 2023 annual meeting, inspect the stock ledger, and declare the Purported Bylaw Amendment unlawful. Source

On December 14, 2023, Allen R. Hartman issued a press release disclosing that he object to the ongoing consent solicitation and that he is going to vote “NO” to the proposal in the Consent Solicitation for the re-election of Jack I. Tompkins, Gerald W. Haddock and James S. Still to the Board.

On December 14, 2023, Silver Star Properties REIT, Inc. initiated legal proceedings against Allen R. Hartman and related parties, alleging multiple charges including fraud, conspiracy, slander of title, and breach of contract. The company contends that the Hartman Defendants engaged in self-dealing, misused company resources, breached fiduciary duties, and conducted fraudulent litigation, resulting in substantial damages. These legal actions seek to address the alleged misconduct and facilitate the recovery of damages. Source Top of Form

On January 8, 2024, Silver Star Properties REIT, Inc. stated that it is conducting a Consent Solicitation to re-elect incumbent directors while seeking to reduce the board's size, effectively removing Allen Hartman. Hartman, the largest stockholder, strongly opposes the re-election, alleging that the board is avoiding an annual meeting, violating the company's charter, and preventing meaningful stockholder choices. Source

Silver Star has not held an annual meeting of stockholders in a number of years. The Entrenched Directors have blocked all of Hartman’s efforts to hold an annual meeting where stockholders could have a choice between re-electing the Entrenched Directors versus an alternative slate that has a different vision of the Company. This summer, Hartman reminded the Company of its obligations under law and its charter to hold an annual meeting for the purpose of electing directors and asked when one would be scheduled. Rather than schedule a meeting, the Board enacted a bylaw amendment in an attempt to avoid an annual meeting where stockholders would have a choice, and instead the bylaw amendment would permit directors to be elected by stockholder consent obtained through a consent solicitation. The Hartman Group believes the bylaw amendment was made in bad faith by the Entrenched Directors, is a blatant manipulation of the corporate machinery by them to remain in office, and violates Silver Star’s charter and Maryland law. Hartman has been forced to resort to litigation, and has in fact sued the Company and the Entrenched Directors to declare the bylaw amendment invalid and to compel an annual meeting.

On January 12, 2024, Allen Hartman and the Hartman Group sent an email to the shareholders, expressing frustration with the current Board and advocating for the liquidation of the company instead of pursuing a self-storage strategy. They proposed a new board focused on selling properties, paying down debt, and returning capital to shareholders. They cited an estimated conservative value of $8.00 per share and urged investors to revoke their consent solicitation votes to push for liquidation. Source

On January 18, 2024, Allen Hartman and the Hartman Group sent a letter to the shareholders countering Haddock's (CEO of the company)claims and the ongoing Consent Solicitation. Hartman denied using the company for personal gain, unlike Haddock, who took fees and awarded himself convertible units. He criticized Haddock's lack of experience and mismanagement, leading to poor company performance and auditor issues. Hartman emphasized the need for liquidation as per the company's charter, opposing the Board's new strategy. He called for a shareholder meeting to decide on asset sales and capital return, urging shareholders to revoke consent to the Board's current plans.

On March 21, 2025, Allen R. Hartman (7.9%) delivered a letter to the company nominating a slate of three director candidates, Allen R. Hartman, Brent Longnecker and Benjamin Thomas, for election to the board at the 2025 Annual Meeting of Stockholders. Source