13D weekly report - November 03, 2025 to November 07, 2025

Larson Family Trust urges governance reforms and strategic review, warns of potential liquidation at Immersion Corp (IMMR)

Key Summary: On November 3, 2025, Irrevocable Larson Family Investment Trust (7.1%) sent a letter to the board criticizing weak governance and excessive pay, urging repayment of 2024–2025 bonuses, independent compensation reviews, and a strategic plan that could include a sale or liquidation. They warned that if the board fails to act, they would push for an orderly liquidation and may pursue board changes or other strategic actions.                                              

M.Cap: $215 million| Immersion Corporation is a licensing company focused on the creation, design, development and licensing of haptic technologies that allow people to use their sense of touch when operating digital devices.

Irrevocable Larson Family Investment Trust

On November 3, 2025, Irrevocable Larson Family Investment Trust (7.1%) sent a letter to the board criticizing its failure to deliver long-term shareholder value, citing weak governance, excessive executive pay, and poor oversight. They urged the board to demand repayment of 2024–2025 bonuses from top officers, implement independent compensation reviews, and create a clear strategic plan—potentially involving a sale, merger, or liquidation. If the board fails to act, they called for an orderly liquidation under independent advisement. The investors signaled intent to remain engaged and may pursue actions such as proposing director changes, governance reforms, or strategic alternatives based on future developments. Source

Past

Acacia Research Corp

On December 26, 2019, Acacia Research Corp (4.8%) stated its belief that the company is trading at a discount to intrinsic value owing to missteps and errors of strategy that can be corrected to realize the value of the company's assets. It stated that it intends to engage in discussions with the management and the Board concerning the business, assets, capitalization, financial condition, operations, management, strategy, potential business combinations and strategic alternatives, and future plans of the company. Source

VIEX Capital Advisors

Between 2016 and 2021, VIEX Capital Advisors repeatedly engaged with the company through activism focused on governance reform and board representation. It began by urging strategic alternatives and later nominated multiple director candidates, pushing to declassify the board and improve oversight. Over several years, VIEX demanded access to books and records, criticized board competence, and secured multiple cooperation agreements resulting in board seats and governance changes. Despite fluctuations in ownership—peaking at 12.9% in 2020—VIEX ultimately reduced its stake to 4.3% by early 2021 after influencing leadership changes, including the appointment of its representative, Eric Singer, as Chairman.

Raging Capital Management

From 2017 to 2021, Raging Capital built and actively managed a large position in the company, rising from 9.8% to a peak of 18.1%. It initially criticized weak leadership and welcomed the CEO’s termination, urging swift action to restore value. Over time, its influence grew with the appointments of Managing Partner Kenneth Traub and Founder William Martin to the board. By 2020, Raging Capital praised the company’s governance overhaul, cost reductions, and strategic shift toward recurring revenue in mobile, gaming, and automotive markets. Subsequent stake reductions reflected portfolio rebalancing rather than diminished confidence, with holdings tapering to 8.3% by early 2021.

Biglari Holdings nominated Board candidates to Jack in the Box Inc (JACK)

Key Summary: On July 10, 2025, Biglari Holdings filed a 13D after the Board adopted a poison pill, indicating potential engagement on operations, governance, or capital structure, and possible coordination with other shareholders under confidentiality agreements. On October 31, 2025, Biglari Holdings delivered a letter to the company nominating Sardar Biglari and Douglas Thompson for election to the Board. Jana Partners, in 2018–2019, disclosed a 7.3% stake, held discussions on governance, capital allocation, and operations, and entered into a Cooperation Agreement that led to two board appointments before reducing its stake to 3.4% by January 2019.

M.Cap: $302 million | Jack in the Box Inc. operates and franchises Jack in the Box quick-service restaurants (QSRs) and Qdoba Mexican Eats (Qdoba) fast-casual restaurants.

Biglari Holdings

·         On July 10, 2025, Biglari Holdings filed a Schedule 13D following the Board’s adoption of a poison pill, stating they may engage with management on potential changes to operations, governance, or capital structure, and may also communicate with other shareholders or third parties under confidentiality agreements. Source

·         On October 31, 2025, Biglari Holdings delivered a letter to the company nominating Sardar Biglari and Douglas Thompson for election to the Board at the 2026 annual meeting of shareholders. Source

Jana Partners

·         On February 15, 2018, Jana Partners disclosed 7.3% and stated that it had discussions with the company regarding the capital structure, margins, capital allocation, franchise mix, and operations. It stated that it may have further discussions with the company regarding these and other topics including governance and Board composition. Source

·         On October 25, 2018, Jana Partners (6.7%) entered into a confidentiality and standstill letter agreement with the company. Under the Confidentiality Agreement, Jana Partners agreed to maintain the confidentiality of certain business information to be furnished by the company to Jana Partners and to abide by customary standstill obligations, subject to certain exceptions. Source

·         On October 29, 2018, the company and Jana Partners entered into a Cooperation Agreement. Pursuant to it, the company and Jana Partners will cooperate in good faith to agree upon two individuals recommended by Jana Partners (each a “New Independent Director”) to be added to the Board of Directors. Source

·         On January 4, 2019, the company and Jana Partners (6%) entered into an amendment to the Cooperation Agreement pursuant to which the deadline to appoint the new independent directors was extended to March 15, 2019. Source

·         On January 14, 2019, Jana Partners reduced its stake to 3.4%.                        

·         On April 25, 2019, the Company and Jana Partners entered into Amendment No. 3 to the Cooperation Agreement between the Company and Jana Partners dated October 29, 2018. Pursuant to which the Company added two individuals to the board on May 27, 2019. Source

Yunqi Capital Applauds STAAR Surgical’s Strong Third Quarter Results and Reiterates That the Proposed Sale to Alcon Should Be Terminated

Key Summary: From early 2024 to late 2025, Broadwood Partners steadily increased its stake in STAAR Surgical to over 25%, repeatedly voicing confidence in management and governance improvements while opposing any sale below long-term value. Following Alcon’s $28-per-share acquisition proposal, Broadwood and Yunqi Capital (5.1%) led a vigorous campaign against the deal, citing a flawed process, undervaluation, ignored competing interest, and conflicts of interest. Supported by major proxy advisors, they urged shareholders to reject the merger, demanded transparency, and called for governance reforms, with Yunqi later proposing board representation to realign the company’s direction.                                                                              

Market Cap: $1.3 billion | 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.

·         On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners remains undecided, seeking records on the merger process and exploring alternative partners or strategies to enhance shareholder value. Source

·         On August 5, 2025, the company announced that it had entered into a definitive merger agreement through which Alcon will acquire the company. On September 2, 2025, Broadwood Partners announced it will vote against Alcon’s proposed acquisition, citing serious process and valuation flaws. Broadwood argued the deal undervalues STAAR, noting Alcon’s earlier, higher $55 + $7 CVR offer, the lack of a proper market check, and that STAAR’s improving fundamentals and cost discipline were ignored when the deal was struck. Source

·         On September 15, 2025, Broadwood Partners filed proxy materials urging stockholders to vote against the proposed merger with Alcon Research, arguing it is not in shareholders’ best interests. Source

·         On September 22, 2025, Yunqi Capital (5.1%) announced it will vote against the company’s proposed $28 per share sale to Alcon, arguing the deal materially undervalues STAAR and results from a flawed process. In an open letter, Yunqi criticized the Board for engaging only with Alcon, limiting competing bids, and adopting an overly pessimistic view of China—STAAR’s key market—despite signs of recovery. While open to a transaction at a fair price, Yunqi urged shareholders to reject the current terms, stressing STAAR’s strong standalone prospects in the global refractive surgery market.

·         On September 24, 2025, the Broadwood Partners filed a definitive proxy statement and GREEN proxy card with the SEC urging shareholders to vote AGAINST the proposed merger and related compensation proposal at the upcoming special meeting. They also issued a press release and letter to stockholders announcing their campaign website, www.LetSTAARShine.com, arguing the merger is suboptimal due to poor timing, a flawed process, and conflicts of interest within the board and management. Source

·         On October 2, 2025, Broadwood Partners issued an investor presentation titled “The Wrong Time, Wrong Process and Wrong Price”.

·         On October 6, 2025, Broadwood Partners issued a letter to the shareholders urging them to vote “AGAINST” the $28-per-share sale to Alcon, calling it unjustified after the board rejected Alcon’s $58 offer last year.

·         On October 7, 2025, Yunqi Capital strongly opposes the proposed merger with Alcon, arguing that STAAR significantly underestimates its business strength, especially in China, and misrepresents its performance and market position. Source

·         On October 9, 2025, Glass Lewis & Co. recommended that shareholders vote against the proposed $28-per-share sale of STAAR to Alcon AG. Source

·         On October 14, 2025, Broadwood Partners criticized STAAR’s delayed disclosure that another strategic buyer had expressed acquisition interest in April 2025—information allegedly withheld from the full board when it approved the sale to Alcon. Broadwood called this a serious breach of transparency and governance, noting STAAR’s CEO and Board Chair ignored the outreach from a major private equity–backed suitor and only acknowledged it in a recent SEC filing. Broadwood urged shareholders to vote against the proposed Alcon acquisition, citing a flawed sale process and lack of disclosure. Source

·         On October 15, 2025, Broadwood Partners announced that all three major proxy advisory firms—ISS, Glass Lewis, and Egan-Jones—have recommended STAAR Surgical shareholders vote against the proposed sale to Alcon

·         On October 17, 2025, Broadwood Partners sent a letter to STAAR’s board urging it to proceed with the October 23, 2025 shareholder vote on the proposed sale to Alcon without delay or manipulation. Broadwood criticized the sale process as flawed and the deal price as inadequate, noting that major investors and proxy advisors also oppose it.

·         On October 21, 2025 Yunqi Capital issued via press release an open letter to the board of directors further discussing its continued intention to vote against the Proposed Merger.

·         On October 21, 2025, Broadwood Partners informed the Board of their intent to call a separate special meeting to remove several directors (yet to be identified) and warned the Board not to take any action regarding the proposed merger before the October 23, 2025 stockholder vote. Source

·         On October 25, 2025, Yunqi Capital via press release an open letter to the board opposing the Board’s decision to delay the shareholder vote on the $28-per-share sale to Alcon, calling it unnecessary and harmful. It warned against a new “go-shop” or rushed sale, citing conflicts of interest and the deterrent effect of Alcon’s low offer. Yunqi urged the Board to end the Alcon deal and later pursue a proper strategic review from a stronger position, noting rising ICL demand in China and urging disclosure of in-market sales data to reflect STAAR’s improving fundamentals.

·         On October 27, 2025, STAAR Surgical postponed its special meeting to vote on the merger with Alcon from November 6 to December 3, 2025. Source

·         On October 31, 2025, Yunqi Capital issued a press release urging the board to terminate the proposed merger, criticizing the adjournment and postponement of the special meeting, and highlighting stockholder opposition already reflected in the vote. They also suggested adding stockholder representation to the board, proposing Yunqi Capital’s CIO, Christopher M. Wang, as a potential director.

·         On November 4, 2025, Alcon released investor materials supporting its proposed acquisition of STAAR Surgical, emphasizing that the offer provides a premium well above comparable MedTech deals and delivers certain value to shareholders. The company criticized Broadwood Partners’ opposition campaign as a “silent takeover” aimed at seizing control of STAAR without offering stockholders any premium or alternative transaction. Alcon reiterated its request for STAAR’s board to accept an amended merger agreement that includes an unencumbered go-shop period, asserting this would confirm that Alcon’s proposal offers the best outcome for shareholders. Source

·         On November 4, 2025, Broadwood Partners denounced Alcon’s investor presentation as misleading and self-serving, accusing both Alcon and STAAR’s board of spreading false claims to justify an undervalued takeover. Broadwood argued that STAAR’s board has no obligation to seek Alcon’s consent to remain independent or explore alternatives and urged shareholders to vote “AGAINST” the merger. The firm criticized the board for delaying the vote despite widespread shareholder and proxy advisor opposition and asserted that, once the deal is rejected, STAAR can freely pursue a proper strategic process. Source

·         On November 6, 2025, Broadwood Partners, L.P. and its affiliates updated their website, www.LetSTAARShine.com, to include a press release issued by Yunqi Capital Limited on the same date. Yunqi Capital applauded strong Q3 results and renewed its call to terminate the $28-per-share sale to Alcon, saying the offer undervalues the company. It argued China’s issues are temporary, accused Alcon of selective data use, and noted 72% of shares reportedly opposed the merger.

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.

Egan-Jones Recommends Leadership Change at Cracker Barrel (CBRL)

Key Summary:  On September 18, 2025, Biglari Capital (2.9%) urged shareholders to vote WITHHOLD on CEO/director Julie Masino and director/Compensation Chair Gilbert Dávila at the November 20 meeting, citing value destruction, brand missteps, failed marketing, excessive pay, and the Board’s misuse of capital to block dissent.

Market Cap: $707 million| Cracker Barrel Old Country Store, Inc. develops and operates the Cracker Barrel Old Country Store concept in the United States.

·         On September 18, 2025, Biglari Capital (2.9%) urges shareholders to vote WITHHOLD on the re-election of CEO/director Julie Masino and director/Compensation Chair Gilbert Dávila at the November 20, 2025 annual meeting. Biglari Capital argues that under Masino’s leadership the Company has suffered value destruction, brand missteps, and alienated customers, while Dávila bears responsibility for failed marketing strategies and excessive executive pay. They criticize the Board for wasting shareholder capital, resisting accountability, and spending heavily to block dissenting voices. Source

·         On October 7, 2025, Biglari Capital criticized the board for repeated strategic missteps over 14 years, including failed new concepts (Holler & Dash, Punch Bowl Social), an underperforming acquisition (Maple Street Biscuit), and a $700 million remodel plan opposed by the group, which they argue ignored core customer needs and ultimately backfired following significant public backlash and declining traffic. The letter argues that both current CEO Julie Felss Masino and board member Gilbert Dávila have overseen a sharp drop in shareholder value and urges shareholders to vote “AGAINST” their re-election to restore brand authenticity, accountability, and lost credibility, echoing similar calls from major institutional shareholders and a company founder.

·         On October 24, 2025, Biglari issued an Investor Presentation arguing that the company’s $700 million Transformation Plan, led by CEO Julie Masino, has resulted in a catastrophic loss of shareholder value—over $1.2 billion since her appointment in August 2023—and severe damage to the brand and customer relationships due to failed rebranding and remodeling efforts, which triggered unprecedented consumer uproar and financial underperformance. The presentation highlights shareholder rights restrictions via new bylaws, persistent guest traffic declines, withdrawal of financial guidance, widespread analyst skepticism, and calls for leadership change, asserting that both CEO Masino and Board member Gilbert Dávila should be held accountable for the company’s mismanagement and lack of a credible turnaround strategy.

·         On October 31, 2025, Biglari issued a rebuttal Investor Presentation arguing that the company’s “Transformation Plan” is failing—highlighting deteriorating guest traffic, declining guidance for FY 2026, mis-allocated capital expenditures, inadequate leadership from CEO Julie Masino and Board member Gilbert Dávila, and governance measures that limit shareholder rights—and urging shareholders to vote against the re-election of those directors.

·         On November 6, 2025, Biglari issued an open letter to shareholders reiterating his concerns.

·         On November 7, 2025, Egan-Jones has recommended that stockholders vote AGAINST the election of five incumbent nominees of the company at the upcoming annual meeting of shareholders, scheduled to be held on November 20, 2025. ·Source

Background: 

·         Biglari lost five proxy campaigns to elect directors in the FY 2011, 2012, 2013, 2014 and 2020

·         On November 5, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company that it has lagged behind both the peer median and the S&P MidCap 400 Index since the onset of Covid-19 and since the 2020 shareholder meeting held on November 19, 2020. Further, it urged that the Board should consider a more aggressive dividend payout policy.

·         On December 14, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company  It urged that the Board should consider a more aggressive dividend payout policy.

·         On June 6, 2022, Biglari Capital Corp (8.8%) issued a letter to shareholders reiterating its concerns.

·         On August 18, 2022, Biglari Capital Corp (8.8%) delivered a letter to the company nominating Jody L. Bilney and Kevin M. Reddy for election to the Board at the 2022 AGM. Source

·         On September 28, 2022, Biglari Capital Corp entered into an agreement with the company, leading to the expansion of the Board from ten to eleven members and the appointment of their nominee, Jody L. Bilney. Source

·         On August 16, 2024, Biglari Capital Corp (9%) nominated Milena Alberti-Perez, Julie Atkinson, Sardar Biglari, and Michael W. Goodwin for election to the Board at the 2024 annual meeting. On August 18, 2024, they submitted a supplemental nomination for Michelle Frymire, bringing the total number of nominees to five. Source

·         On September 23, 2024, Biglari Capital Corp (9.3%) filed proxy materials seeking support for its nominees.

·         On September 23, 2024, Biglari Capital Corp withdrew their nomination of Julie Atkinson and Michelle Frymire as nominees for election at the Annual Meeting. With the withdrawal, Biglari Capital Corp intend to solicit proxies to elect the remaining Nominees to the Board at the Annual Meeting. Source

·         On October 1, 2024, Biglari Capital Corp filed proxy materials seeking support for its nominees.

·         On October 8, 2024, Biglari Capital Corp. issued a letter to shareholders expressing concern over the company's declining market value, which has dropped over $2.9 billion since 2019. Despite ownership of 2,069,141 shares and attempts to highlight management failures, the Board's appointment of CEO Julie Felss Masino and her transformation plan have not restored confidence, leading to a 50.9% decrease in share price since her appointment. Biglari criticized the Board for its poor capital allocation decisions, including costly new stores and unsuccessful brand launches, which have resulted in significant losses. He emphasized the need for a Board overhaul and proposed focusing on core operations, halting new store openings, and improving existing store performance to regain customer traffic.

·         On October 24, 2024, Biglari released an investor presentation titled 'Cracker Barrel is in Crisis,' reiterating its concerns and seeking votes for its nominees.

·         On October 31, 2024, Biglari issued an additional Investor Presentation, "Setting the Record Straight" asserting that their nominees seek to collaborate rather than control, with no intention of executive roles.

·         On November 12, 2024, Biglari Capital Corp issued a press release announcing that Glass Lewis recommended that shareholders vote for two of Biglari capital's nominees and ISS recommends shareholders vote for one of Biglari capital's nominees

·         On November 13, 2024, Biglari Capital Corp, in a letter to the shareholders, highlighted a significant decline in the company's stock value, with a $100 investment in January 2019 now worth only $30. He argued that the current board, including Carl Berquist and Meg Crofton, was responsible for a 70% loss and had failed to turn the company around. He urged shareholders to vote for them, warning that without change, the company risked further losses.

·         At the AGM held on November 21, 2024, shareholders re-elected all the company's director nominees. Biglari's nominees were not elected to the Board.

BBRC International Pushes for Leadership Change at Victoria’s Secret (VSCO)

Key Summary: On June 9, 2025, BBRC International (12.9%) urged Victoria’s Secret to address value destruction, citing a 64.1% shareholder return decline, over $1B lost on buybacks and Adore Me, board independence concerns, lack of accountability, and excessive Chair tenure. It called for immediate governance changes and a refreshed Board.

Market Cap: $1.7 billion | Victoria's Secret & Co. operates as a specialty retailer of women's intimate, and other apparel and beauty products worldwide.

·         On June 9, 2025, BBRC International (12.9%) urged the Board to address sustained value destruction, including a 64.1% decline in total shareholder returns, over one billion dollars lost through poor share buybacks and the Adore Me acquisition, insufficient board independence with concerns over director nominations, lack of accountability for failed strategic decisions, and excessive tenure of Chair Donna James. BBRC called for immediate governance changes and substantive responses during the June 11 earnings call, emphasizing the need for a refreshed Board and a focus on delivering shareholder value. Source

·         On November 4, 2025, BBRC International released a letter criticizing the company’s board for resisting engagement and lacking effective governance. BBRC called for the removal of long-tenured Board Chair Donna James, citing her 22 years of service and “stale perspective,” and urged the appointment of a new, independent chair and a stockholder representative—specifically BBRC’s founder, Brett Blundy—to strengthen oversight and align the board with shareholders. The firm expressed concern over weak board skills in capital allocation, M&A, and cybersecurity, and noted minimal insider ownership among directors. After months of unsuccessful attempts to engage, BBRC warned it may seek to replace directors at the next annual meeting if the board continues its defensive stance.

Hartman issued a letter to the shareholders of Silver Star Properties (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. On April 10, 2025, Al Hartman criticized Silver Star CEO Gerald Haddock for awarding himself 1 million shares, calling it excessive and a breach of duty. On October 3, 2025, the Hartman Group accused Silver Star of delaying the shareholder vote for a sixth time through a lawsuit seeking to void all Hartman "blue" proxy votes and postpone the meeting to December 31, 2025

Market Cap: $10 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.

·         On April 10, 2025, Al Hartman issued a letter to Silver Star shareholders condemning CEO Gerald Haddock’s award of 1 million shares to himself, calling it excessive and lacking endorsement from reputable compensation experts. Hartman said he spoke with 35 major shareholders representing nearly 20% of shares—97% of whom want Haddock removed. He accused Haddock of breaching fiduciary duty and prioritizing self-enrichment despite the company’s poor performance, suggesting legal action may follow his removal.

·         On May 27, 2025, Al Hartman, former CEO and largest shareholder of Silver Star Properties REIT, urged shareholders to vote in an upcoming proxy to replace current leadership, citing drastic value destruction under CEO Haddock. He highlighted the company’s NAV decline from $412M in 2020 to $134M by mid-2024 and accused Haddock of fiduciary breaches, financial non-disclosure, and misuse of funds to delay the shareholder meeting set for July 7. Source

·         On June 12, 2025, the Hartman Group urged shareholders to vote for its plan to return capital, criticizing current leadership for selling $395M in legacy assets and reinvesting in speculative, cash-negative properties, while insiders enriched themselves. It opposes a $50M preferred equity raise that would dilute common shareholders. Source

·         On June 19, 2025, the Hartman Group issued a letter blaming Silver Star Properties’ collapse on poor leadership following Al Hartman's forced exit. They cited plunging occupancy, distressed asset sales, and negative cash flow, contrasting it with Hartman’s past performance, including high occupancy and profitable exits. The letter urged shareholders to vote the BLUE proxy card to restore former leadership and stop further value destruction.

·         On June 23, 2025, the Hartman Group, owning ~7.8% of Silver Star Properties, alleges the Board triggered a poison pill and changed the Annual Meeting date and record date to entrench its control and dilute their stake. They call it a second misuse of the poison pill to suppress dissent. The group urges shareholders to vote the BLUE proxy card to remove key Board members, reject the company’s strategy, and support asset liquidation and capital return. Legal action is being considered. Source

·         On July 8, 2025, the Hartman Group warned shareholders that Silver Star Properties is illegally soliciting proxy votes despite being barred by the SEC for failing to file audited financials. Hartman urged shareholders to ignore calls from Silver Star or Alliance Advisors, avoid voting on the WHITE card, and stick with the BLUE proxy if already voted. They also flagged Silver Star’s use of a second “poison pill” and confirmed that the Hartman Shareholder Alliance will honor the resulting share split. Source

·         On July 18, 2025, the Hartman Group issued a letter urging to reject the company's turnaround plan and instead support their proposed orderly liquidation strategy, arguing it would return capital to shareholders. They criticized CEO Gerald Haddock for mismanagement, claiming his team caused a 70% NAV decline, sold $550M worth of assets for $395.8M, diverted funds into low-yield storage investments, and enriched themselves with no-cost share awards. The Hartman Group asserted that Haddock’s “New Direction Plan” is value-destructive and called on shareholders to vote the BLUE proxy card to elect their slate and restore accountability.

·         On August 4, 2025, the Hartman Group issued a presentation on Silver Star Properties challenging the current board’s governance and legal practices, citing poor performance and lack of transparency. Hartman’s group advocates for an “orderly liquidation” of assets to maximize shareholder returns and urges investors to support their nominated directors for improved oversight and value realization.

·         On August 14, 2025, the Hartman Group sent a letter to Silver Star Properties’ board members Jack Tompkins and Jim Still, accusing CEO Haddock of mismanagement, erratic behavior, costly legal battles, self-enrichment through stock awards, and mishandling a stock split to deny rightful shares. The letter highlights falling occupancy, failed leasing efforts, and properties being sold at “fire-sale” prices, while criticizing the board for enabling Haddock and exposing themselves to liability. It warns against interfering with the upcoming August 29 shareholder vote, urges immediate accountability, and cautions that further stonewalling could trigger class action lawsuits. Also on August 14, 2025, the Hartman Group distributed a presentation to shareholders. The presentation highlights a 70% NAV decline since 2022 from mismanagement, occupancy losses, and distressed property sales; mini-storage investments are losing money with high debt costs; and CEO Haddock faces criticism for self-enrichment and regulatory breaches. It urges board change and backs three independent nominees—Brent Longnecker, Benjamin Thomas, and Allen R. Hartman—to restore governance and shareholder value.

·         On August 26, 2025, the Hartman Shareholder Alliance sent a letter criticizing Silver Star’s decision to postpone its shareholder meeting to October 6, calling it an excuse to mislead investors, conceal illegal activity, and avoid accountability. The letter accused the Board of chaotic communication, false SEC filings, and violations of fiduciary duty, stressing that every day of delay further erodes shareholder value through mismanagement and asset fire sales. Hartman urged immediate compliance with books and records requests and demanded the shareholder vote proceed without further delay to protect value and restore trust.

·         On September 11, 2025, the Hartman Group accused Silver Star Properties’ management of potential fraud, citing concealed records, self-dealing, discriminatory stock distribution, and SEC misrepresentations, while urging shareholders to reject the “42-cent” offer, join a call, and vote for accountability on October 6 AGM. Source

·         On October 3, 2025, the Hartman Group accused Silver Star of delaying the shareholder vote for a sixth time through a lawsuit seeking to void all Hartman "blue" proxy votes and postpone the meeting to December 31, 2025, arguing this is a desperate attempt to avoid accountability and silence shareholders by shifting the blame onto Hartman while actually trying to cancel shareholder voices themselves. Hartman contended it has complied with all vote protocols, submitted proxies early, and kept communications transparent, urging shareholders to vote "Blue" to end alleged obstruction, support liquidation, and ensure their voices are heard, while also inviting open dialogue and inviting shareholders to contact them directly for meeting details. Source

·         On October 20, 2025, the Hartman Group issued a letter condemning Silver Star for indefinitely postponing the shareholder meeting for the sixth time, accusing management of evading accountability despite court orders mandating a vote.

·         On November 5, 2025, the Hartman Group issued a letter accusing Silver Star Properties’ leadership—particularly Gerald Haddock, Jim Still, and Jack Tompkins—of destroying shareholder value and defying court orders. The letter highlights broken promises on shareholder distributions, wasteful litigation described by Haddock as a “crown jewel” but yielding no benefit, and dubious claims about Southern Star’s $30 million valuation despite nonpayment and undisclosed lawsuits. It cites a collapse in occupancy rates across legacy assets (from 83% in 2022 to 56.7%) and a 68% drop in property sale prices, suggesting mismanagement and fire-sale tactics. The group further alleges proxy solicitation without audited financials, six postponements of the court-ordered annual meeting, a discriminatory “flip-in” stock distribution favoring insiders, refusal to share books and records, and misleading reporting of shareholder consent results. The Hartman Group demands the immediate resignation of Silver Star’s entrenched directors for poor oversight and violation of shareholder rights.

Global Value Investment Corp issued a letter to the shareholders of Hooker Furnishings Corporation (HOFT)

Key Summary:  On June 5, 2025, Jeff Geygan of GVIC (5.1% holder) criticized Hooker Furnishings’ 53% stock decline and poor financials, blaming strategic missteps, failed acquisitions, and a costly ERP rollout. He also flagged weak board ownership and accountability, and signaled plans to seek governance rights or nominate directors at the next AGM.

Market Cap: $102 million| Hooker Furnishings Corporation designs, manufactures, imports, and markets residential household, hospitality, and contract furniture products. 

·         On June 5, 2025, Jeff Geygan, founder of Global Value Investment Corp and holder of 5.1% of Hooker Furnishings, criticized the company’s prolonged underperformance, citing a 53.2% stock decline since GVIC’s 2020 investment and sharp deterioration in financial metrics. He attributed the decline to poor strategic decisions, failed acquisitions, flawed warehousing, and a costly ERP rollout. Geygan also flagged the board’s lack of meaningful equity ownership and accountability, particularly targeting Chairman Beeler’s 32-year tenure with minimal stock ownership. After two years of unsuccessful private engagement, GVIC plans to seek governance rights and may nominate directors ahead of the next annual meeting. Source

·         On November 6, 2025, Global Value Investment Corp delivered to the Board a letter criticizing the company’s poor financial and stock performance, citing a 33.8% revenue decline, negative operating margins, and a 43.7% share price drop over three years. GVIC blamed the board for missteps including the costly Home Meridian acquisition, failed channel strategy, and ERP overspending, arguing these reflected weak governance and poor oversight. It also condemned the board’s minimal share ownership—particularly Chairman W. Christopher Beeler’s negligible open-market purchases over decades—as evidence of poor alignment with shareholders. Despite prior meetings with management to advocate for operational and strategic reform, GVIC said the board has resisted meaningful engagement and called for a reevaluation of board composition to restore accountability and shareholder value.

Smolyansky seeks board seat and new independent committee at Lifeway Foods (LWAY)

Key Summary:  Since 2021, Edward and Ludmila Smolyansky have consistently pushed for leadership and governance changes at Lifeway Foods, including multiple director nominations, calls to replace CEO Julie Smolyansky, and demands for a strategic review. After a brief settlement in July 2022, tensions resurfaced in 2024 with renewed proxy efforts, legal disputes, and criticisms over insider compensation, governance practices, and rejection of acquisition offers from Danone. By August 2025, Danone, frustrated by failed negotiations and board entrenchment, signaled its intent to support Edward’s campaign to replace the board if a deal isn’t reached. On August 7, 2025, Edward and Ludmila Smolyansky, controlling ~26% of Lifeway Foods, extended the WHITE consent card deadline in their solicitation to September 30, 2025. On September 30, 2025, the company and Danone have signed a Cooperation Agreement to refresh the board by appointing four independent directors and separate the roles of Chair and CEO. On October 17, 2025, Edward Smolyansky (8.1%) notified Lifeway Foods of plans to nominate George Sent to the board and propose forming a new committee of independent directors appointed after September 30, 2025.

Market Cap: $422 million | Lifeway Foods, Inc. produces and markets probiotic-based products in the United States and internationally.

·         On October 15, 2021, Ludmila Smolyansky, Chairperson of the Board, and Edward Smolyansky, COO of the company, disclosed 38.4% and stated that Edward Smolyansky intends to nominate up to three directors at the 2021 AGM. Source

·         On February 21, 2022, the concerned shareholders (38.2%) notified the Board of their belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source

·         On March 11, 2022, Edward Smolyansky notified the corporate secretary of the company of his intent to nominate himself, Ludmila Smolyansky, Robert Whalen, Austin Hollis and Iana Trifonova for election to the Board at the 2022 AGM. As Mr. Smolyansky continues to prepare for a potential proxy contest in connection with the 2022 AGM, he intends to continue to engage in discussions with the Board regarding his belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source

·         On July 27, 2022, Edward Smolyansky entered into a settlement agreement with the Company which terminates his potential proxy contest or solicitation with respect to the appointment of new directors to the Board. Pursuant to the Settlement Agreement, the Company has agreed, that (i) the Board will nominate: Juan Carlos Dalto, Jodi Levy, Dorri McWhorter, Perfecto Sanchez, Jason Scher, Pol Sikar, Julie Smolyansky and Ludmila Smolyansky, and (ii) the Board’s Audit and Corporate Governance Committee will oversee a review of strategic alternatives for the Company.

·         On February 10, 2023, Ludmila Smolyansky and Edward Smolyansky provided a notice to the Company regarding potential breaches of the Settlement Agreement, dated as of July 27, 2022, as amended, among the Company, Ludmila Smolyansky and Edward Smolyansky (the “Settlement Agreement”). Under the Settlement Agreement, Ludmila Smolyansky’s and Edward Smolyansky’s “standstill” obligations under Section 6 of the Settlement Agreement terminate in the event of a material breach by the Company that is not cured within ten days by the Company. On February 22, 2023, the Company provided a written response, claiming that it had not materially breached the Settlement Agreement, and noting that a committee of the Company’s board of directors had approved the engagement of a nationally recognized financial advisor, and that certain terms of the engagement were being negotiated and remained subject to approval by the committee. Source

·         On May 5, 2023, Mr. Smolyansky again notified the Company, in accordance with the Company’s bylaws, that he intended to nominate seven candidates for election as directors at the 2023 annual meeting.

·         On May 9, 2023, Mr. Smolyansky filed proxy materials seeking support for its nominees.

·         At the AGM held on June 15, 2023, all of the company's director nominees were elected to the Board.

·         On October 26, 2023, Ludmila Smolyansky and Edward Smolyansky (together 31.1%) informed the company. that they are nominating a director in accordance with the Settlement Agreement from July 27, 2022. As per the agreement, the Board must appoint the nominee if approved by the Board and its Audit and Corporate Governance Committee in good faith, with no unreasonable withholding of approval. They also mentioned a second contingent nominee to be considered if the first nominee is not approved by the Board or the Committee. Source

·         On July 18, 2024, Ludmila Smolyansky and Edward Smolyansky (together 8.4%) issued a press release demanding (i) the resignation of Julie Smolyansky, CEO and chairperson of the Company, (ii) the resignation of certain of the Company’s directors, including Jason Scher, Pol Sikar, Jody Levy, Dorri McWhorter and Perfecto Sanchez, (iii) the termination of Jason Burdeen, the Company’s chief of staff, (iv) the adoption of an anti-nepotism policy and (v) an operational and strategic review of the Company.

·         On August 13, 2024, Ludmila Smolyansky and Edward Smolyansky filed proxy materials soliciting consent for the Board Removal Proposal and the Director Election Proposal. Source

·         On December 30, 2024, Danone North America accused Lifeway Foods and CEO Julie Smolyansky of breaching a Shareholder Agreement by issuing nearly 300,000 shares without consent, declaring the action void. This follows rejected acquisition offers and Lifeway's leadership entrenchment, with Danone alleging shareholder value erosion through unauthorized stock grants and excessive compensation, hinting at potential litigation. Source

·         On February 3, 2025, Ludmila Smolyansky and Edward Smolyansky issued a press release regarding a lawsuit filed against Mr. Smolyansky by Julie Smolyansky, the CEO of the Company and confirming Mrs. Smolyansky and Mr. Smolyansky's goals with respect to the Company's management and board of directors.

·         On March 3, 2025, Danone filed a lawsuit against the company and its Board, accusing them of breaching fiduciary duties and violating the shareholder agreement. Danone seeks to have the share issuance rescinded and intends to continue pursuing legal action to enforce its rights under the agreement. Source

·         On March 13, 2025, Edward Smolyansky sent the letter to the company notifying his intent to nominate seven directors for election at the Company's 2025 annual meeting of shareholders.

·         On March 17, 2025, Mr. Smolyansky also made available a letter to Company shareholders on his website, www.freeLifeway.com

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

·         On June 2, 2025, Edward and Ludmila Smolyansky (27%) filed a revised preliminary consent statement seeking to replace Lifeway Foods’ board, citing weak Q1 results and poor governance. Despite a reported EPS increase, they argue earnings were driven by a one-time gain, not core operations. Key concerns include declining operating margins, weak sales, rising expenses, and insider stock sales. They criticized the Board’s handling of Danone’s offer, CEO/Chair Julie Smolyansky’s compensation, and called for independent oversight and strategic review, asserting broad shareholder support for immediate change. Source

·         On July 2, 2025, Edward and Ludmila Smolyansky (23.2%) solicited shareholder consents to replace the board and implement governance reforms. Their four proposals include the Bylaws Restoration Proposal (to repeal any bylaw changes made after March 24, 2023), the Board Removal Proposal (to remove all current directors including CEO Julie Smolyansky), the Director Election Proposal (to elect a new seven-member slate), and the Anti-Nepotism Proposal (to bar employment of any immediate family of the CEO or President). Source

·         On July 29, 2025, Edward and Ludmila Smolyansky urged shareholders to support their consent solicitation to replace the current board. They criticized the board, led by Julie Smolyansky, for rejecting Danone’s 72% premium offer, adopting entrenchment tactics (poison pill, delayed annual meeting), and awarding $8.5M in CEO compensation (94% of 2024 net income). They also flagged insider stock sales and alleged violations of governance policies. Shareholders were urged to submit consents by August 1 to restore accountability and enable independent review of Danone’s offer. Source

·         On August 1, 2025, Danone (22.7%) stated that in September and November 2024, it proposed to acquire Lifeway, but both offers were rejected and no substantive negotiations took place at that time. Discussions resumed in late June 2025 when Lifeway approached Danone to "reset" their relationship, leading to the signing of a confidentiality and limited standstill agreement on August 1, 2025, which restricts certain actions by Danone until at least September 15, 2025, with a possible seven-day extension if negotiations continue. If no acquisition agreement is reached by the standstill expiration date, Danone currently plans to support Edward Smolyansky's efforts to replace Lifeway’s Board. Source

·         On August 7, 2025, Edward and Ludmila Smolyansky, who control ~26% of Lifeway Foods, extended the requested deadline for shareholders to return WHITE consent cards in their ongoing consent solicitation from August 1 to September 30, 2025, while continuing efforts to secure support for their proposals. Source

·         On September 30, 2025, the company and Danone have signed a Cooperation Agreement to refresh the board by appointing four independent directors and separate the roles of Chair and CEO. The agreement also stays pending litigation, with Danone waiving certain shareholder rights and agreeing to support the board’s recommended candidates in 2025 and 2026. 

·         On October 17, 2025, Edward Smolyansky (8.1%) notified the company of his intent to nominate George Sent for election to the board at the 2025 annual meeting and to submit a non-binding shareholder proposal requesting the creation of a new board committee composed solely of independent directors appointed after September 30, 2025. Source

·         On November 7, 2025, Edward and Ludmila Smolyansky condemned the board’s decision to extend its Shareholder Rights Plan (poison pill) by one year to October 2026 without shareholder approval or clear justification. They urged the board to rescind the amendment, disclose director votes, and submit any future extensions to shareholder approval, warning they will seek to hold directors accountable at the next annual meeting. Source