13D weekly report - Sep 16, 2024 to Sep 20, 2024

Deep Track Capital Plans Discussions on Dynavax Technologies Corporation's  (DVAX) Performance and Governance

Key Summary: On September 16, 2024, Deep Track Capital (9.6%) announced plans to discuss the company's performance, governance (especially Board composition), and optimal use of excess cash with management and the board.

Market Cap: $1.5 billion| Dynavax Technologies Corporation, a commercial stage biopharmaceutical company, focuses on developing and commercializing vaccines in the United States. 

On September 16, 2024, Deep Track Capital (9.6%) announced its intention to discuss with the management and board several issues, including the company's performance, business operations, strategic opportunities, governance (particularly Board composition), and the optimal use of excess cash. Source

Michael Porcelain nominated director candidates to Comtech Telecommunications Corp (CMTL)

Key Summary: On September 13, 2024, Michael Porcelain nominated a slate of eight director candidates, including himself, for election to the Board at the 2024 annual meeting of stockholders. On September 8, 2021, Outerbridge Capital nominated three independent candidates for the Comtech Board to enhance shareholder value. Following a $100 million investment on October 18, Outerbridge secured a cooperation agreement on December 16, aligning on board appointments and strategies.

Market Cap: $108 million| Comtech Telecommunications Corp. designs, develops, produces, and markets products, systems, and services for communications solutions in the United States and internationally.

Michael Porcelain

• On September 13, 2024, Michael Porcelain delivered a letter to the company nominating a slate of eight highly director candidates, including Mr. Porcelain, Keith Hall, Michael Hildebrandt, Fred Kornberg, Robert Schassler, Dr. Sanyogita Shamsunder, Oleg Timoshenko, and Jay Whitehurst for election to the Board at the 2024 annual meeting of stockholders. Source

Outerbridge Capital Management

• On September 8, 2021, Outerbridge Capital Management, holding a 4.6% stake in Comtech, nominated three independent candidates for the Board at the 2021 AGM, aiming to enhance shareholder value through their strategic expertise in Comtech's core markets. On October 6, 2021, Outerbridge expressed concerns over leadership confidence and long-term underperformance, urging shareholder support for its nominees. Following a $100 million investment from White Hat Capital Partners LP and Magnetar Capital on October 18, 2021, Outerbridge advocated for a strategic review to maximize shareholder value. Outerbridge filed proxy materials on October 15 and continued engagement with Comtech, culminating in a cooperation agreement on December 16, 2021, aligning on board appointments and shareholder representation strategies.

Starboard Proposes Elimination of Dual-Class Share Structure at News Corp (NWS)

Key Summary: On September 9, 2024, Starboard Value proposed eliminating News Corp’s dual-class share structure, criticizing the governance issues related to the Murdoch family's super-voting rights. They planned to file a proxy statement and seek shareholder support for this change.

Market Cap: $15 billion| News Corporation, a media and information services company, creates and distributes authoritative and engaging content, and other products and services for consumers and businesses worldwide.

• On September 9, 2024, Starboard Value announced it had sent a letter to News Corp shareholders proposing the elimination of the company’s dual-class share structure. Starboard criticized News Corp’s governance, highlighting issues with the Murdoch family's super-voting rights and internal family conflicts. The letter argued that extending these rights was unreasonable and exacerbated the company's valuation discount. Starboard planned to file a proxy statement with more details and sought shareholder support to address these governance concerns.
• On September 20, 2024, Starboard Value (4.6%) filed proxy materials seeking stockholder approval for a non-binding proposal at the 2024 Annual Meeting to eliminate News Corp’s dual-class share structure, allowing each share to have one vote. They believe this change will enhance shareholder value and governance. The Annual Meeting will also address the election of director nominees, the ratification of the accounting firm, and advisory votes on executive compensation and the dual-class proposal. Source 

Past

• In October 2023, Starboard Value issued a presentation suggesting that News Corp should consider spinning off its online property businesses, estimating it could generate a $7 billion windfall for the company. Starboard believes that News Corp's current valuation of $12.6 billion "does not make sense" and suggests breaking up the business to increase shareholder value. The hedge fund sees potential in separating the digital real estate assets, such as Move Inc and REA Group, through a tax-free spin-off, which could lead to a significant increase in the company's share price.

Glass Lewis Reiterates Recommendation That Masimo (MASI) Shareholders Vote FOR Both of Politan’s Independent Director Nominees

Key Summary: In September 2022, Politan Capital Management raised governance and board representation issues with Masimo's CEO, leading to a legal complaint in October 2022. By May 2023, Politan's board nominees were elected, despite the company's commitment to only one. In March 2024, Politan nominated new candidates, criticized governance, and demanded transparency on business dealings. They raised concerns about voting manipulation and criticized Masimo’s meeting delay in July 2024. Politan's attempts to expedite the annual meeting and prevent proxy vote manipulation led to further legal actions, with both parties denying allegations as of August 2024.

Market Cap: $6 billion| Masimo Corporation develops, manufactures, and markets noninvasive monitoring technologies and hospital automation solutions worldwide..

•  In September 2022, Politan Capital Management (8.8%) initiated discussions regarding corporate governance and strategic initiatives with the CEO and Chairman, Joe Kiani, expressing interest in board representation. However, after the board approved a rights agreement and amended corporate bylaws, Politan raised legal concerns and requested a meeting with the full board, which was not scheduled. This led to a legal complaint filed by Politan in October 2022, seeking relief against the company and board members.
• In May 2023, Politan submitted formal notices of intent to present a stockholder proposal and nominated two director candidates for election to the board at the 2023 AGM. This was supported by recommendations from proxy advisory firms ISS and Glass Lewis. Despite the company's commitment to appoint one of Politan's nominees, Michelle Brennan, contingent upon stockholder approval of board expansion and reelection of incumbent directors, both of Politan's nominees, including Quentin Koffey, were elected to the board at the June 2023 annual meeting.
• On March 25, 2024, Politan Capital Management (8.9%) announced its nomination of two candidates for the Board at the 2024 AGM. Quentin Koffey, a then-current director, expressed dissatisfaction with the lack of transparency and governance under CEO Joe Kiani. Politan supported a strategic review but criticized the Board's oversight. They proposed Dr. Darlene Solomon and William "Bill" Jellison as independent directors to address governance issues and enhance expertise. Politan urged engagement with shareholders to resolve concerns. Source
• On May 8, 2024, Politan Capital Management submitted a demand letter to the company seeking access to records regarding the company's consumer business separation and undisclosed joint venture partner.
• On May 9, 2024, Quentin of Politan Capital Management responded to Craig Reynolds of Masimo Corporation regarding proposals to avoid a proxy contest. Politan questioned the effectiveness of Masimo's approach and suggested adding Darlene Solomon and Bill Jellison to the board to address governance issues, emphasizing the need for a majority of independent directors. Source
• On June 14, 2024, Politan Capital Management filed proxy materials seeking support for its nominees.
• On June 26, 2024, Politan Capital Management updated its website, www.AdvanceMasimo.com in connection with the solicitation of stockholders of Masimo Corporation. Also, it posted a presentation, "Masimo Urgently Needs A Truely Independent Board" and released an open letter to the shareholders reiterating its concers and urges shareholders to vote for its nominees.
• On July 3, 2024, Politan Capital Management alerted the Masimo Board about a potential scheme to manipulate the Annual Meeting of Stockholders. They claimed a brokerage linked to an investor friendly with Mr. Kiani voted 9.9% of the company's stock, exceeding reported ownership and involving suspicious share movements. They urged the Board to set a new record date, investigate Mr. Kiani's involvement, and ensure SEC compliance. Source
• On July 12, 2024, Politan Capital Management sent a letter to the Board expressing concerns about alleged manipulation of the upcoming annual meeting through an empty voting scheme orchestrated by RTW Investments, a major shareholder linked to the company' CEO and Chairman, Joe Kiani. Despite RTW's claimed 9.9% voting stake, recent disclosures suggest they may have significantly reduced their economic exposure, raising questions about their influence on voting outcomes. Politan Capital criticized the Board for not addressing these concerns adequately, calling for independent investigation and shareholder protections to ensure a fair election process at Masimo.
• On July 12, 2024, Politan Capital announced that Glass Lewis has recommended that shareholders vote FOR the election of Politan’s nominees, Darlene Solomon and Bill Jellison, to the Company’s Board of Directors. Source
• On July 15, 2024, Politan Capital announced that ISS has recommended that shareholders vote FOR the election of Politan’s nominees, Darlene Solomon and Bill Jellison, to the Company’s Board of Directors. Source
• On July 15, 2024, the company  filed a complaint against the Politan Defendants and others, alleging violations including a declaration that Mr. Jellison and Dr. Solomon's nomination notice did not comply with the company’s bylaws, seeking an injunction against Politan from voting proxies due to misleading statements, and invalidating such proxies. Source
• On July 16, 2024, Politan Capital (8.9%) criticized the Board's decision to move the Annual Meeting from July 25, 2024, to September 19, 2024, and its lawsuit against Politan and founder Quentin Koffey, a Masimo Board member. Koffey condemned Masimo’s governance and CEO Joe Kiani's actions, claiming the meeting delay is a tactic to avoid shareholder votes and violates bylaws and Delaware law. Politan vowed to ensure the meeting occurs by September 19 and urged shareholders to vote for its nominees. Source
• On July 17, 2024, Politan filed a lawsuit in the Delaware Court of Chancery against Masimo Corporation and three of its directors, seeking to expedite the 2024 Annual Meeting and prevent further delays. Source
• On August 23, 2024, the company filed a Supplemented Memorandum seeking a preliminary injunction to prevent Politan from voting proxies until corrective disclosures are made. Source
• On August 30, 2024, Politan Capital deny all allegations in each of the Amended Complaint and the Preliminary Injunction Motion. Source
• On September 5, 2024, Politan Capital emphasized the urgent need for boardroom change ahead of the company's 2024 Annual Meeting. In a letter to shareholders, Politan reaffirmed the importance of electing its nominees, Darlene Solomon and William Jellison, to ensure independent oversight. Politan criticized Masimo's governance and legal tactics, asserting confidence in overcoming challenges to its nominations.
• On September 12, 2024, Politan Capital Management commented on a California federal court's decision denying Masimo Corporation's request for a preliminary injunction to block Politan from voting its proxies at the upcoming Annual Meeting scheduled for September 19. The court ruled in favor of Politan, allowing the shareholder vote to proceed. Politan expressed satisfaction with the ruling, emphasizing the need for independent directors on Masimo's Board and criticizing Masimo's tactics during the litigation process. Source
• On September 13, 2024, Politan Capital Management LP and its affiliates issued a statement from legal advisors Schulte Roth & Zabel and Munger, Tolles & Olson regarding the Masimo proxy contest. The advisors disagreed with the court's ruling that Politan violated a sealing order, clarifying they believed Politan could announce the motion's outcome. They appreciated the court's denial of Masimo's attempts to block Politan from voting and to delay the 2024 Annual Meeting of Stockholders. Source
• On September 17, 2024, Glass Lewis has updated its earlier report to reiterate its recommendation that shareholders vote FOR the election of Politan’s nominees, Darlene Solomon and Bill Jellison, to the Company’s Board at the Annual Meeting of Stockholders, set for September 19. Source