13D weekly report - Mar 31, 2025 to Apr 04, 2025

Edge One Capital Management to Engage with BuzzFeed, Inc (BZFD)

Key Summary: On April 1, 2025, Edge One Capital Management (5.42%) announced plans to engage with BuzzFeed, Inc

Market Cap: $82 million| BuzzFeed, Inc., a digital media company, distributes content across owned and operated, as well as third-party platforms. 

On April 1, 2025, Edge One Capital Management (5.42%) announced plans to engage with the board, management, shareholders, and analysts on the business's operations, financial condition, governance, and strategy. Source

Vision One Fund reaches agreement with Ingevity (NGVT)

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.   On March 30, 2025, Vision One Fund entered into a Cooperation Agreement with 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.

On March 30, 2025, Vision One Fund entered into a Cooperation Agreement with the company and pursuant to it, Vision One will withdraw its director nominees for the Company’s 2025 Annual Meeting and vote in favor of the Company’s nominees. Additionally, F. David Segal will be appointed to the Company's board and its Audit Committee following the Annual Meeting.

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

Elliott Sends Letter to Shareholders of 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. 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: $44 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

·         On April 3, 2025, Elliott Investment Management issued a letter to the shareholders advocating for an upgraded Board due to the company's underperformance compared to peers like Valero and Marathon, with Phillips 66 shares underperforming by -138% and -188% over the past decade . Elliott believes their "Streamline 66" plan could boost shares to $200 or more . Their key concerns include management's unwillingness to prioritize shareholder value, resistance to accountability, failure to address long-term underperformance, high operating expenses, and a lack of trust in leadership. Management has hindered Elliott's efforts by reneging on adding directors, appointing the CEO as Chairman, refusing to engage with independent directors, and opposing a proposal for annual board elections.

Ancora Issues Letter to U.S. Steel’s (X) Board of Directors Following Failed Attempts to Resurrect the Dead Nippon Transaction

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

Market Cap: $8.7 billion | United States Steel Corporation produces and sells flat-rolled and tubular steel products primarily in North America and Europe.

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

On February 10, 2025, Ancora Holdings issued a letter to U.S. Steel’s Board, urging them to abandon efforts to resurrect the Nippon sale following President Trump’s reaffirmation that the deal is dead. Ancora criticized CEO David Burritt for wasting time and resources on the failed merger, and called for the immediate collection of the $565 million termination fee from Nippon. They proposed Alan Kestenbaum and an independent slate of directors to lead a revitalization of the company through a multibillion-dollar investment plan, emphasizing the importance of prioritizing shareholder interests and avoiding further losses from Burritt’s failed leadership.

On February 27, 2025, Ancora Holdings Group, LLC has urged the Board to postpone the 2025 AGM amidst ongoing uncertainty regarding litigation over the blocked sale to Nippon Steel Corporation. Emphasizing shareholder concerns and support for delaying the meeting until clarity on the deal's future emerges, Ancora contends that proceeding with the election while promoting hopes of reviving the transaction would be seen as a move to entrench current leadership. Source

On April 4, 2025, Ancora published certain materials on www.MakeUSSteelGreatAgain.com

Anson Funds nominated Board candidates to 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 April 3, 2025, Anson Funds nominated Fumbi Chima, Laura Lee, and Kelley Morrell for election to the Board at the 2025 Annual Meeting. 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.

On April 3, 2025, Anson Funds nominated Fumbi Chima, Laura Lee, and Kelley Morrell for election to the Board at the 2025 Annual Meeting, highlighting the urgent need for change due to the company's long-term underperformance. In a letter to stockholders, Anson Funds criticized Match’s outdated and insular Board, which is poorly equipped to oversee a modern tech company, citing its continued underperformance despite four CEO changes in five years.

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."

Broadwood Partners Increases Stake to 25.4% and Backs New CEO of STAAR Surgical Company (STAA)

 Key Summary: Broadwood Partners noted progress in STAAR Surgical Company. On Jan 10, 2024 (22.1%), despite a stock price dip, it believed in the company's growth and opposed undervalued acquisitions. It stressed corporate governance and planned to engage for more enhancements and value creation. On March 3, 2025, Broadwood Partners increased its stake to 24.2% and supported the new CEO, aiming for improved profitability and long-term shareholder value. On April 2, 2025, Broadwood Partners raised its stake to 25.4%, backed the new CEO and Interim CFO for their strong track records, and welcomed governance improvements, including separating the CEO and Chair roles and adding Asia-focused directors.

 Market Cap: $868 million | STAAR Surgical Company designs, develops, manufactures and sells implantable lenses for the eye and delivery systems used to deliver the lenses into the eye.

 On January 10, 2024, Broadwood Partners (22.1%) stated that despite the company's stock price having fallen since its last filing in November 2023, it believed the company had continued to grow and improve its financials. It opposed any acquisition offer at a price below its perceived long-term value. Broadwood Partners also emphasized the importance of corporate governance and shareholder alignment, noting past contributions and recent improvements. It planned to remain engaged in dialogue with the Board and other shareholders for further governance enhancements and value creation. Source

On March 3, 2025, Broadwood Partners raised its stake to 24.2% and expressed support for the new CEO, expecting improved profitability and growth, while also engaging with the Board on governance and strategic issues to foster long-term shareholder value. Source

On April 2, 2025, Broadwood Partners raised its stake to 25.4% and support the new CEO and Interim CFO, citing their track records, and welcome recent governance improvements, including the separation of CEO and Chair roles and the addition of Asia-focused directors.

Past

In 2015, Broadwood Partners disclosed a 2.3% stake and sought a board seat, while it increased its holdings from 17.3% to 21.6%, citing governance and alignment concerns and faith in management. In 2016, Broadwood's stake grew to 27%, recognizing governance improvements but maintaining alignment concerns, emphasizing the need for more progress. In August 2018, holding 24.7%, Broadwood Partners noted substantial company progress under improved management, better results, and increased recognition, acknowledging governance advancements and committing to ongoing dialogue for long-term value. In August 2020, with a 23.6% stake, it reaffirmed its belief in the company's progress, and on January 28, 2021, at 21.5%, expressed satisfaction with ongoing corporate governance enhancements, crediting shareholder-oriented governance since 2014-2016 via shareholder-board dialogue.

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

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

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

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

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

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

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: $42 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

On April 1, 2025, the Restore Value Slate launched a website to communicate with the Company’s stockholders. The website address is https://restorevalueslate.com/.

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: $28 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 Feb 1, 2024, the company announced that its consent solicitation closed on January 29, 2024. A Maryland court granted a preliminary injunction preventing the Company from counting votes until further notice. The Company is evaluating its options, but existing directors, including the Executive Committee, will remain in place regardless of the vote outcome.

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

On April 1, 2025, the Hartman Group issued a letter to the shareholders criticizing Silver Star Properties’ leadership under Haddock, blaming them for destroying $278 million in net asset value since 2022 through their failed "New Direction Plan." They disputed SSP’s financial claims, highlighted past tenant satisfaction, and accused management of poor asset sales, mismanagement, and excessive compensation. The letter referenced a court order requiring a shareholder vote within six months to choose between liquidation and an alternative strategy, urging shareholders to consider replacing the board and holding management accountable.

Ned L. Sherwood submitted a slate of five director nominees to Barnwell Industries' (BRN)

Key Summary:  On January 27, 2021, Barnwell settled with MRMP to re-nominate board representatives. MRMP planned a proxy contest in 2022, and in January 2023, Barnwell agreed to nominate new directors. On January 21, 2025, MRMP terminated the agreement due to a breach and plans to file a proxy statement for new board nominations. On January 28, 2025, Ned L. Sherwood (30%) condemned the company’s shareholder rights plan as a move to protect ineffective management and the Kinzler/Grossman family's interests. On February 14, 2025, Ned L. Sherwood submitted a slate of five director nominees for consideration at the company's 2025 Annual Meeting

 Market Cap: $16 million | Barnwell Industries, Inc. operates in four segments namely Oil and Natural Gas Segment, Land Investment Segment, Contract Drilling Segment and Residential Real Estate Segment

·         On January 27, 2021, Barnwell entered into a settlement agreement with the shareholder group consisting of MRMP-Managers LLC, NLS Advisory Group, Inc., Ned L. Sherwood, and Bradley M. Tirpak. Pursuant to it, the company would re-nominate MRMP-Managers’ three representatives to the board at 2021 AGM.

·         With respect to the annual meeting of shareholders of the Company scheduled to be held on May 6, 2022, ISS and Glass, Lewis have each recommended that shareholders vote against the Company’s Proposal No. 4, the proposal to amend the Company’s certificate of incorporation to authorize blank-check preferred stock. Pursuant to the Cooperation and Support Agreement dated January 27, 2021 with the Company, as a result of the adverse recommendations released by ISS and Glass Lewis, Mr. Sherwood (18.3%) will vote his shares against the Company’s Proposal No. 4. Source

·         At the AGM held on May 6, 2022, the amendment to the Company’s certificate of incorporation to authorize blank-check preferred stock was not approved.

·         On October 27, 2022, MRMP-Managers LLC (20.1%) has announced that it plans to run a proxy contest for full board control at the company at its 2023 AGM. Ned L. Sherwood of MRMP commented:  "We believe change is long overdue at Barnwell.  We have grown tired of poison pills, millions of dollars spent on anti-takeover lawyers, and constant roadblocks placed in the way of success for the company.  We plan to refocus Barnwell on making profits for shareholders instead of preserving jobs for the CEO and the board.  We are confident that we can leave a better legacy than CEO Kinzler’s $42 million in net operating losses.” Source

·         On January 21, 2023, Barnwell entered into a settlement agreement with the shareholder group consisting of MRMP-Managers LLC and Ned L. Sherwood (together 19.6%) and pursuant to it,  the Company agreed to nominate Messrs. Woodrum, Grossman and Kinzler, along with two new independent directors, Joshua Horowitz and Laurance Narbut, for election to the Board  AGM and 2024 AGM.  

·         On January 21, 2025, MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, and Ned L. Sherwood terminated their Cooperation and Support Agreement with Barnwell Industries due to a material breach by the Company involving a "Special Committee" that overstepped its authority. As a result, the shareholder group is free to purchase additional shares and plan to file a proxy statement to nominate directors at the next annual meeting if the Company rejects their proposals. Sherwood, frustrated by excessive compensation to management and resistance from the board, is now proposing a new slate of five directors to focus on value-building and fair treatment for all shareholders while removing Kinzler, Grossman, and their associates. Source

·         On January 28, 2025, Ned L. Sherwood (30%) condemned the company’s shareholder rights plan as a move to protect ineffective management and the Kinzler/Grossman family's interests. He criticized excessive legal fees and executive compensation, especially amid poor performance. Sherwood urged shareholders to support his efforts for change, stating he had backing from at least 40% of shares and called for both sides to use personal funds for any legal battles. Source

·         On February 5, 2025, Ned L. Sherwood, addressing shareholders, responded to inquiries regarding recent company actions and expenditures. He highlighted concerns over an $18 million company retaining Skadden Arps for a proxy fight, questioned the rationale behind a newly formed "Special Committee," and urged for the prompt scheduling of the 2025 Annual Meeting to mitigate unnecessary expenses. Source

·         On February 14, 2025, Ned L. Sherwood (30%) submitted a slate of five director nominees for consideration at the company's 2025 Annual Meeting, following unsuccessful attempts to agree on a board slate. The company reported a quarterly loss of $1.9 million or $0.19 per share, underscoring the urgency to elect his slate for a turnaround. The nominees, selected for their expertise in finance, oil and gas, mergers and acquisitions, investment, and private equity, aim to enhance shareholder value by optimizing oil assets, leveraging tax loss carryforwards, and reducing overhead costs. Source

·         On March 14, 2025, Ned L. Sherwood sent a letter to shareholders soliciting consent to replace the current board. The Sherwood Group claims that the current board's leadership has resulted in a 53.5% decline in BRN’s share price since 2002, arguing that their proposed board members, with over 172 years of collective experience, are better equipped to turn the company around. They urge shareholders to support the new slate by signing and returning the enclosed BLUE consent card.

·         On April 3, 2025, Ned L. Sherwood issued an open letter to the shareholders reiterating his consent solicitation to replace the entire board with five nominees. The proposed slate promises a strategic overhaul, emphasizing cost reduction, operational consolidation, and efficient use of tax assets to enhance shareholder value.

Radoff-Torok Group Withdraws Board Nominee Slate for TETRA Technologies'  (TTI) 2025 Annual Meeting

 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. On April 2, 2025, the Radoff-Torok Group determined to withdraw its slate of nominees for election to the Board at the Annual Meeting.

 Market Cap: $399 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

On April 2, 2025, the Radoff-Torok Group determined to withdraw its slate of nominees for election to the Board at the Annual Meeting. Source