3D weekly report - June 23, 2025 to June 27, 2025

ISS Supports Compelling Case for Change to Brookdale Senior Living Inc. (BKD) Board of Directors and Recommends Vote on the WHITE Ortelius Proxy Card

Key Summary: Ortelius Advisors, on March 5, 2025, nominated six new board candidates for Brookdale, citing concerns over underperformance, including declining occupancy rates, margins, and free cash flow. Glenview Capital Management entered a support agreement with Brookdale in 2019, backing the board's nominees and leadership changes. Land and Buildings Investment Management, in 2018 and 2019, criticized Brookdale's failure to monetize its real estate and called for shareholder-friendly governance, also nominating board candidates and releasing a valuation report showing significant upside potential.

M.Cap: $1.6 billion | Brookdale Senior Living Inc. owns and operates senior living communities in the United States. It operates through five segments: Retirement Centers, Assisted Living, CCRCs Rental, Brookdale Ancillary Services, and Management Services.

Ortelius Advisors

On March 5, 2025, Ortelius Advisors, L.P. issued a letter to the stockholders nominating six new board candidates. They cite concerns over declining occupancy rates, NOI margins, EBITDA margins, and free cash flow, underscoring a substantial drop in tangible book value per share and stock price underperformance relative to benchmarks over seven years.

On April 24, 2025, Ortelius Advisors issued a letter to Brookdale Senior Living shareholders criticizing years of poor performance under the prior CEO and Board, highlighting stock declines, falling occupancy, and negative cash flow. With Cindy Baier’s recent departure as CEO, Ortelius nominated six directors to drive strategic changes, including monetizing underperforming assets, reducing debt, exiting leases, and unlocking real estate value. Ortelius believes these actions could significantly increase shareholder value and urged stockholders to support its nominees for Board refreshment and long-term value creation.

On June 16, 2025, Ortelius Advisors urged shareholders to support its six board nominees, citing years of mismanagement, poor oversight, and stockholder value destruction. Ortelius criticized the board’s renewal of unprofitable lease agreements, failure to address $4.1B in rising net debt, and weak execution on asset monetization. It proposes a materially different strategy—divesting underperforming assets, eliminating the leased portfolio, reducing leverage, and repositioning Brookdale as a real estate-focused operator (GoodCo PropCo), which Ortelius believes could unlock significant value far above the company’s current market cap. Source

On June 23, 2025, ISS recommended that stockholders vote FOR the election of Ortelius nominees to the Board. Source

Glenview Capital Management

On September 27, 2019, the company announced that it has entered into a support agreement with Glenview Capital Management (11.71%). Pursuant to the agreement, Glenview will vote all of its shares in favor of both the Company’s Class II director nominees, Victoria Freed and Guy Sansone, and with the Board’s recommendations on the other proposals at the 2019 Annual Meeting. In connection with the agreement, Brookdale also announced that if both Ms. Freed and Mr. Sansone are elected to the Board, Mr. Sansone will be appointed Non-Executive Chairman, effective January 1, 2020. Source

Land and Buildings Investment Management

On September 12, 2018, Land and Buildings Investment Management issued an open letter to shareholders expressing concerns that the Board has failed to announce plans to materially monetize company’s real estate. It expressed its disappointment that the board has not accelerated the de-staggering of board elections so that all directors up for election are elected to one-year terms.  It stated that in the absence of any changes to more shareholder-friendly governance policies, it intends to vote against the three directors up for election at Brookdale's AGM.

At the AGM held on October 4, 2018, the incumbent nominees were elected by the shareholders.

On July 16, 2019, Land and Buildings Investment Management issued an open letter to shareholders nominating two candidates for election to the Board at the 2019 annual meeting of shareholders. It stated that it has engaged Green Street Advisors to independently value company and its real estate, leading to a net asset value estimate substantially above share price . Green Street Advisors believes there may be viable opco/propco reit structures, that could lead to a material higher share price –

On July 30, 2019, Land and Buildings Investment Management issued an open letter to shareholders highlighting persistent operational failures, poor capital allocation and balance sheet mismanagement and reiterated that it nominates two candidates for election to the Board at the 2019 annual meeting of shareholders

Valuation Insight

Had the Company simply performed in-line with the Healthcare REIT peers, our estimated net asset value for Brookdale would be more than 50% higher. 

On August 13, 2019, Land & Buildings issued an open letter to shareholders releasing Green Street Advisors’ Report Valuing Brookdale at $13.60 per share. It stated that Green Street’s findings are view, suggesting ~70% upside to the current share price

Key findings from the Green Street report include:

• PropCo/OpCo Combined Value of $13.60 per share, a ~70% increase over current share price
• Owned real estate value of $5.6 billion at a 6.9% cap rate
• Operator equity market cap of $616 million at a ~10x EBITDA multiple

Key assumptions from the Green Street analysis, which was prepared using Brookdale’s public disclosure, include:

• Brookdale PropCo valued at $10.30 per share

Ø  Green Street believes it could trade at a 15% premium to NAV compared to 23% for comparable publicly traded healthcare REITs

Ø  0% forward NOI growth

Ø  Owned senior housing assets are 100% in RIDEA structure

Ø  Equity offering at creation of REIT of $1.5 billion at a 5% discount to fair value, equity

Ø  Net leverage similar to comparable publicly traded healthcare REITs

Ø  Leased assets remain in PropCo

• OpCo valued at $3.30 per share

Ø  Asset-lite pure operator with no corporate debt

Ø  Earns fee from managing PropCo assets under a RIDEA structure, leaving OpCo with no lease obligations

Ø  Health Care Services in OpCo

Ø  Positioned as dominant manager in senior housing sector

On October 8, 2019, Land & Buildings determined to withdraw its nominee for election to the Board of Directors at the Annual Meeting and issued a press release in connection therewith. Accordingly, Land & Buildings has terminated its proxy solicitation and will not vote any proxies received from stockholders of the Company on the BLUE proxy card at the Annual Meeting.

ISS Supports Compelling Case for Change to AstroNova (ALOT) Board of Directors and Recommends Vote on the GOLD Askeladden Card

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.

On June 3, 2025, Askeladden Capital issued an open letter urging shareholders to vote for his five board nominees at the July 9 annual meeting, citing strategic missteps, poor governance, and value destruction under current leadership. Askeladden’s research, supported by extensive industry interviews, criticizes AstroNova’s overreliance on Memjet, flawed MTEX acquisition, outdated marketing, weak customer support, and declining organic growth. The firm argues that a refreshed board with relevant turnaround and operational experience is essential to unlock value and restore performance.

On June 11, 2025, Askeladden Capital issued a presentation, “Building a Better AstroNova,” detailing the case for change at the company.

On June 27, 2025, ISS recommended shareholders vote on the GOLD card for nominees Samir Patel and Jeff Sands. Source

Allen Hartman Calls for Haddock’s Removal Over Excessive Stock Grant at Silver Star Properties REIT (SLVS)

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

Market Cap: $28 million| Silver Star Properties REIT, Inc. is a self-managed real estate investment trust that is currently repositioning in an orderly manner into the self storage asset class.

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

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

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

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

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

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

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

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

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

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

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

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

Orbic Revises Bid to Acquire Majority of Sonim (SONM) Assets for $25M

Key Summary: On March 21, 2025, AJP Holding and Orbic North America announced plans to nominate five candidates for the Board at the 2025 Annual Meeting. On April 10, 2025, AJP Holding and Orbic, representing over 1.9 million shares, rejected Sonim Technologies’ claim that their board nomination notice was deficient, calling it a tactic to entrench the current board. On April 24, 2025, AJP and Orbic filed a complaint in the Delaware Court of Chancery against the company and its Board, seeking to block actions preventing director nominations. On June 2, 2024, AJP and Orbic voluntarily dismissed the Delaware Action without prejudice through a stipulated agreement with the Director Defendants. On June 26, 2025, Orbic offered $25M to buy most of Sonim’s assets and, along with AJP, urged stockholders to back their board nominees at the July 18 meeting.

Market Cap: $10 million | Sonim Technologies, Inc. provides ruggedized mobile phones and accessories for task workers.

On March 21, 2025, AJP Holding and Orbic North America announced plans to nominate five candidates for the Board at the 2025 Annual Meeting. They criticized Sonim's Board for resisting strategic discussions, which they believe have harmed stockholder value, and aim to bring operational and financial improvements through their nominees. Source

On April 10, 2025, AJP Holding and Orbic North America strongly objected to Sonim Technologies’ April 7, 2025 rejection of their board nomination notice, calling it a baseless and improper attempt to entrench the current board. They argue the notice fully met disclosure requirements, detailing the nominees’ extensive qualifications. Citing legal precedents, stock underperformance, governance concerns, and recent financial losses, they accuse the board of violating fiduciary duties. AJP demanded the rejection be reversed and warned they would pursue all legal options if the board persists in blocking shareholder rights. Source

On April 16, 2025, AJP and Orbic filed a preliminary proxy statement with the SEC to solicit votes for their director nominees to the board at the 2025 annual meeting.

On April 24, 2025, AJP and Orbic filed a complaint in the Delaware Court of Chancery against the company and its Board, seeking to block actions preventing director nominations per the company's bylaws and alleging fiduciary breaches by the directors. Source

On June 2, 2025, AJP, Orbic and the Director Defendants entered into a Stipulation of Dismissal pursuant to which AJP and Orbic voluntarily discontinued the Delaware Action without prejudice. Source

On June 26, 2025, Orbic submitted a revised non-binding proposal to acquire substantially all of Sonim’s assets for $25 million in cash, subject to specified terms. The same day, AJP and Orbic issued an open letter urging Sonim stockholders to support their slate of independent nominees at the July 18, 2025, Annual Meeting.