13D weekly report - May 12, 2025 to May 16, 2025

Mason Capital Management Sends Letter to Sec Requesting Immediate Investigation Into Proxy Advisory Recommendations Regarding JBS (JBSAY) Dual Listing Proposal

Key Summary: On May 15, 2025, Mason Capital Management (2.4%) urged SEC to investigate ISS and Glass Lewis over their recommendations against JBS S.A.’s proposed U.S. dual listing

Market Cap: $15 billion | JBS S.A., together with its subsidiaries, engages in the processing of animal protein worldwide. 

On May 15, 2025, Mason Capital Management (2.4%) urged SEC to investigate ISS and Glass Lewis over their recommendations against JBS S.A.’s proposed U.S. dual listing, citing material analytical flaws, omitted economic benefits, and potential ideological bias. Mason urges shareholders to vote in favor and calls on the SEC to act swiftly given the upcoming May 23 vote. Source

Theofilos and MAZ Partners plan to seek Board, Management changes at electroCore, Inc (ECOR)

Key Summary: On May 14, 2025, Charles S. Theofilos (6%) and MAZ Partners (1.8%) said they are evaluating changes to the board or management, including potential director nominations, declassification of the board, and governance reforms.

Market Cap: $34 million | electroCore, Inc., a bioelectronic medicine and general wellness company.

On May 14, 2025, Charles S. Theofilos (6%) and MAZ Partners (1.8%) stated that they are evaluating the feasibility of a change in the present board or management, including plans or proposals to nominate one or more director candidates, to amend the company's charter and bylaws to remove the classified board, and other proposals to improve the corporate governance and transparency at the company. Source

Garden Investment Management entered into a Cooperation Agreement with Middleby Corp (MIDD)

Key Summary: On February 24, 2025, Garden Investment Management entered into a Cooperation Agreement with the company. Pursuant to the Cooperation Agreement, effective on February 24, 2025, Edward P. Garden was appointed as a member of the Board

Market Cap: $8 billion | The Middleby Corporation designs, manufactures, markets, distributes, and services commercial restaurant, food processing, and residential kitchen equipment worldwide.

On February 24, 2025, Garden Investment Management entered into a Cooperation Agreement with the company. Pursuant to the Cooperation Agreement, effective on February 24, 2025, Edward P. Garden was appointed as a member of the Board, with an initial term expiring at the 2025 Annual Meeting of Stockholders and the Company agreed to nominate Mr. Garden to stand for nomination at the 2025 Annual Meeting. Source

ISS and Glass Lewis Recommend Shareholders Support Elliott’s Case for Urgent Board Change at 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.

On April 8, 2025, Elliott Investment Management launched the "Streamline 66" podcast to spotlight its director nominees and campaign at Phillips 66, where it is a top five shareholder. Source

On April 9, 2025, Elliott announced support from veteran energy executive Gregory Goff for its “Streamline 66” campaign aimed at driving strategic, operational, and governance improvements. Goff, former CEO of Andeavor and a key figure in one of the sector’s most successful transformations, brings decades of experience from roles at ConocoPhillips, Andeavor, and Exxon Mobil. Source

On May 12, 2025, Elliott Investment Management announced that Glass Lewis has recommended shareholders support meaningful boardroom change by voting for the election of three Elliott director nominees – Brian Coffman, Sigmund Cornelius and Michael Heim and ISS for all four of Elliott’s nominees to the Company’s Board of Directors at the 2025 Annual Meeting of Shareholders

ISS and Glass Lewis Recommend National Health Investors (NHI) Stockholders Vote FOR Both of Land & Buildings’ Director Nominees

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: $3.6 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.

On April 24, 2025, Land & Buildings issued an investor presentation titled “National Health Investors (NHI): A Governance Cure for a Healthier Future,” reiterating their concerns.

On May 8, 2025, Land & Buildings announced that Glass Lewis has recommended that stockholders vote “FOR” the election of Land & Buildings’ independent nominees – Jim Hoffmann and Adam Troso – to the Company’s Board of Directors at the 2025 Annual Meeting of Stockholders

On May 12, 2025, Land & Buildings announced that ISS has recommended that stockholders vote “FOR” the election of Land & Buildings’ independent nominees – Jim Hoffmann and Adam Troso – to the Company’s Board of Directors at the 2025 Annual Meeting of Stockholders

ADAR1 Capital Management issued a presentation to the shareholders of Keros Therapeutics (KROS)

Key Summary: On April 11, 2025, ADAR1 Capital called Keros undervalued but questioned the viability of KER-012 and KER-065, urging strategic actions like buybacks, cuts, asset sales, or liquidation, estimating value at $40–$50 per share. They are in talks with management and may revise their investment. On April 17, 2025, Pontifax Management entered into a Letter Agreement with the company, under which the Board agreed to nominate Mr. Nussbaum, Mary Ann Gray, and Alpna Seth for election at the 2025 Annual Meeting. On April 24, 2025, ADAR1 Capital demanded Keros Therapeutics' Board waive the nomination deadline, accusing directors of breaching fiduciary duties through actions including launching a strategic review after poor trial results, adopting a poison pill, and signing a restrictive agreement with Pontifax.

Market Cap: $547 million | Keros Therapeutics, Inc., a clinical-stage biopharmaceutical company, develops and commercializes novel therapeutics for patients with disorders that are linked to dysfunctional signaling of the transforming growth factor-beta family of proteins in the United States.

On April 11, 2025, ADAR1 Capital Management (13.3%) stated its belief that Keros shares are undervalued but raised concerns about the viability of KER-012 and KER-065. They urged the company to consider strategic options, including a buyback, workforce cuts, asset sales, or liquidation, estimating potential value of $40–$50 per share. They are engaging with management and may alter their investment based on developments. Source

On April 17, 2025, Pontifax Management (11.8%) entered into a Letter Agreement with the company, under which the Board agreed to nominate Mr. Nussbaum, Mary Ann Gray, and Alpna Seth for election at the 2025 Annual Meeting. Source

On April 24, 2025, ADAR1 Capital Management demanded that the Board waive or amend the expired nomination deadline, citing recent board actions as breaches of fiduciary duties intended to entrench current directors. Specifically, ADAR1 highlighted the Board's initiation of a strategic review potentially leading to a sale, adoption of a poison pill, and execution of a standstill agreement with Pontifax restricting alternative board nominations. ADAR1 threatened litigation or a "vote no" campaign against certain directors if the Board fails to provide at least a ten-day window for alternative nominations and to cease enforcing the standstill provisions. Source

On May 8, 2025, ADAR1 Capital Management issued an open letter to the shareholders expressing serious concerns about Keros' capital allocation, strategic direction, and prolonged underperformance, highlighting poor clinical results for drug candidates KER-012 and KER-065. Citing a loss of confidence in management and the Board, ADAR1 announced its intention to WITHHOLD votes for the re-election of directors Dr. Mary Ann Gray and Dr. Alpna Seth at the upcoming Annual Meeting on June 4, 2025. ADAR1 also supports significant stockholder representation on the Board, endorsing Ran Nussbaum of Pontifax.

On May 12, 2025, ADAR1 Capital Management released an investor presentation outlining its rationale for withholding votes on the re-election of Dr. Mary Ann Gray and Dr. Alpna Seth to the Keros Board of Directors at the Company’s upcoming Annual Meeting of Stockholders, scheduled for June 4, 2025.

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

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

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

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

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

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

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

Beaver Hollow Wellness issued an presentation on  Servotronics' (SVT)

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

On April 23, 2025, Beaver Hollow Wellness criticized the company's amended proxy statement for including “change of control” provisions aimed at protecting executive payouts if directors are replaced. Beaver Hollow accused the board of prioritizing executive compensation over shareholder value and reaffirmed its commitment to operational reform and responsible governance. Beaver Hollow urged shareholders to reject these tactics and vote for its four nominees. Source

On May 13, 2025, Beaver Hollow Wellness issued a presentation expressing its concerns and Hollow urged shareholders to vote for its four nominees.

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.