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

Elliott Investment Management(5.5%) nominated seven director candidates to Phillips 66 (PSX)

Key Summary: On March 4, 2025, Elliott Investment Management (5.5%) nominated seven independent candidates for Phillips 66's 2025 Board election, aiming to simplify the portfolio, enhance operations, and improve management oversight.

Market Cap: $48 billion | Phillips 66 operates as an energy manufacturing and logistics company in the United States, the United Kingdom, Germany, and internationally.

On March 4, 2025, Elliott Investment Management(5.5%) has nominated seven independent candidates for election to the company's Board at the 2025 Annual Meeting. Elliott's proposal aims to simplify Phillips' portfolio, enhance operational reviews, and improve management oversight. Source

On March 6, 2025, Elliott issued an Investor Presentation titled “Streamline66 Presentation for the Wolfe Refining Conference”

Impactive Capital Initiates Discussions on Governance and Performance with Board of WEX Inc (WEX)

Key Summary: On March 6, 2025, Impactive Capital (6.7%) announced it has started discussions with the board and management regarding the company’s performance and governance, including adding a shareholder representative to the Board.

Market Cap: $5.9 billion | WEX Inc. operates a commerce platform in the United States and internationally.

On March 6, 2025, Impactive Capital (6.7%) stated that it has initiated discussions with the  board and management concerning the company's operational and share price performance, along with specific corporate governance issues such as appointing a shareholder representative to the Board. Source

Ortelius Nominates Six Highly Qualified and Independent Candidates for Election to the Board of Brookdale Senior Living Inc. (BKD)

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: $1.2 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.

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.

Bradley L. Radoff Plans Competing Slate and Engagement with Board of Atea Pharmaceuticals, Inc (AVIR)

Key Summary: On March 4, 2025, Bradley L. Radoff (5.1%) announced plans to engage with the Board on enhancing shareholder value and to nominate a competing slate at the upcoming annual meeting, criticizing the current Board's ability to lead the strategic review. On December 13, 2024, BML Investment Partners (8.1%) urged the Board to pursue a strategic partner or explore other alternatives.

Market Cap: $250 million | Atea Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, discovers, develops, and commercializes antiviral therapeutics for patients with viral infections.

On December 13, 2024, BML Investment Partners (8.1%) sent a letter to the Board indicating its belief that the company needs to find a strategic partner or explore other strategic alternatives.

On March 4, 2025, Bradley L. Radoff and JEC Associates (together 5.1%) announced that they have engaged, and plan to continue engaging, with the Board and management to enhance shareholder value. While they supported the company’s retention of Evercore for a strategic review, they do not believe the current Board is qualified to lead this process effectively. Radoff intends to nominate a competing slate of candidates at the upcoming annual meeting and will share these views with the company, its shareholders, and other market participants. Source

Whetstone Capital Advisors Announces Board Nominations for 2025 Annual Meeting at OptimizeRx Corporation (OPRX)

Key Summary: On March 6, 2025, Whetstone Capital Advisors (8.2%) provided written notice to the company of its intent to nominate Board candidates at 2025 AGM. On March 6, 2017, Wolverine Asset Management disclosed a 7.3% stake, urging the Board to explore a strategic sale. By May 8, 2018, with a 7.7% stake, it recommended a sale, citing potential growth and risk resolution, while reducing its stake to 4.98% by June 7, 2019.

M.Cap: $79mm | OptimizeRx Corporation is a technology solutions company. The Company focuses on the healthcare industry. The Company connects patients, physicians and pharmaceutical manufacturers through technology.

Whetstone Capital Advisors

On March 6, 2025, Whetstone Capital Advisors (8.2%) provided written notice to the company of its intent to nominate each of Messrs. Andrew Carlson and John Fein for election to the Board at the 2025 annual meeting of stockholders. Source

Wolverine Asset Management

On March 6, 2017, Wolverine Asset Management disclosed a 7.3% stake and expressed concerns over the company's performance, urging the Board to form a strategic alternatives committee to explore selling a majority stake or the company outright, and to hire an investment bank for the process. On May 8, 2018, holding 7.7%, Wolverine praised the company's operational performance, highlighting a 91% revenue increase and a 210% stock price rise since February 2017. It recommended a strategic sale, citing potential revenue growth and risk resolution, including issues with operational scale and stock liquidity.

It stated its belief that the company could potentially be sold during 2018 for about $4.50 per share whereas its expected trading value will likely be capped at around $2.50 for the next two years.

On June 7, 2019, Wolverine Asset Management reduced its stake to 4.98%.

Vision One Fund Criticizes Ingevity (NGVT) Board, Proposes Governance Changes and Strategic Shift

Key Summary: On February 25, 2025, Vision One Fund LP criticized Ingevity's Board for poor performance, proposed exiting the Performance Chemicals segment, and nominated four individuals for the Board to potentially raise the share price to $124. On March 10, 2025, Vision One announced it would reduce its slate of nominees for the Annual Meeting from four to two, urging stockholders on March 14, 2025, to elect Julio C. Acero and F. David Segal to enhance the board. On July 25, 2022, William J. Slocum, a Partner at Inclusive Capital Partners (5.6%), was appointed as a member of the board of the company.

Market Cap: $1.6 billion| Ingevity Corporation manufactures and sells specialty chemicals and activated carbon materials in North America, the Asia Pacific, Europe, the Middle East, Africa, and South America.

Vision One Fund
On February 25, 2025, Vision One Fund LP issued a presentation regarding the company criticizing the current Board for poor capital allocation, ineffective leadership, and underperformance, which has led to significant financial losses and a decline in shareholder value. Vision One proposed new governance safeguards, such as appointing a Lead Independent Director, implementing director term limits, and enabling stockholders to call special meetings, believing these changes would improve oversight, accountability, and corporate strategy. The fund also suggested simplifying the company’s portfolio by exiting the Performance Chemicals segment and focusing on the Performance Materials segment, which it believes could unlock significant shareholder value, potentially raising the share price to $124. Additionally, Vision One nominated four individuals—Julio C. Acero, Courtney R. Mather, Dr. Merri J. Sanchez, and F. David Segal—for the Ingevity Board ahead of the annual shareholder meeting.
On March 6, 2025, Vision One Fund, LP issued a presentation regarding the company reiterating its concerns.
On March 10, 2025, Vision One notified the Company that it intended to reduce its slate of nominees for the Company’s Annual Meeting from four individuals to two individuals.
On March 14, 2025, Vision One urges stockholders to elect Julio C. Acero and F. David Segal as directors to enhance the board. Source

Inclusive Capital Partners
On July 25, 2022, William J. Slocum, a Partner at Inclusive Capital Partners (5.6%), was appointed as a member of the board of the company. Source

Kenvue Inc (KVUE) and Starboard Value LP Enter into Cooperation Agreement

Key Summary: On October 20, 2024, Starboard issued an investor presentation discussing Kenvue Inc.'s recent performance and strategic positioning after its spin-off from Johnson & Johnson. On February 5, 2025, Starboard filed proxy materials seeking support for its nominees. On March 5, 2025, Kenvue appointed Sarah Hofstetter, Erica Mann, and Jeffrey Smith to its Board as part of a cooperation agreement with Starboard.

Market Cap: $44 billion | Kenvue Inc. operates as a consumer health company worldwide. 

On October 20, 2024, Starboard issued an investor presentation discussing Kenvue Inc.'s recent performance and strategic positioning after its spin-off from Johnson & Johnson. The presentation highlighted Kenvue's strong brand portfolio and growth potential in consumer health markets while noting that its stock had underperformed since the IPO. Starboard identified issues in Kenvue's Skin Health and Beauty segment, which lagged behind competitors in growth and profitability, and argued for a renewed focus on execution to improve overall performance.

On February 5, 2025, Starboard nominated four director candidates for election to the Board at the upcoming AGM. Source

On March 5, 2025, Kenvue appointed three new directors: Sarah Hofstetter, Erica Mann, and Jeffrey Smith. These appointments, part of a cooperation agreement with Starboard, expand the Board to 14 members temporarily, reducing to 13 after the 2025 Annual Meeting. Starboard will withdraw its director slate and vote for Kenvue's nominees.

Starboard Value reached agreement with Algonquin Power & Utilities (AQN)

Key Summary:  On July 6, 2023, Starboard (5.1%) proposed a sale of Algonquin's renewable business to reduce leverage and improve EPS. On March 21, 2024, it criticized the Board's performance and nominated new directors. After reaching an agreement on April 18, 2024, to add Brett Carter and Christopher Lopez, Starboard and the company agreed on March 13, 2025, to appoint Gavin T. Molinelli to the Board, pending FERC approval, and nominate him along with Carter and Lopez for election at the 2025 Annual Meeting.

Market Cap: $3.9 billion | Algonquin Power & Utilities Corp., a renewable energy and utility company, that provides energy and water solutions and services in North America and internationally. 

On July 6, 2023, Starboard (5.1%) delivered a letter to the company stating that a sale of the company's renewable business can help it reduce leverage and provide a safer dividend. Starboard suggests two key objectives: reducing leverage to industry-standard levels of around 5x gross leverage, with excess proceeds used for share repurchases to drive EPS growth, and improving EPS to align with peers, targeting an achievable EPS of 75 cents in FY 2025. By achieving these objectives, Algonquin can enhance its financial position, increase shareholder value, and bring its dividend payout ratio in line with industry standards. It stated that, "For example, if, following the sale of the Renewable Energy Group, Algonquin were to also sell its Water Utility and use the majority of the proceeds to repurchase shares, we believe that it could increase pro forma EPS to nearly 90 cents.

On October 17, 2023, Starboard delivered a presentation at the 2023 Capitalize for Kids Investors Conference highlighting value creation opportunities at the company. It stated its belief that the company is opportunistic even without a sale of renewables.

On March 21, 2024, Starboard delivered a letter to the Board outlining its concerns regarding the current Board of Directors' performance and its impact on the company's strategic direction. Despite some positive changes initiated by the company, such as a CEO change and strategic review, Starboard criticized certain board members for impeding progress and making value-destructive decisions. The letter highlighted the critical juncture Algonquin is facing, including the selection of the next CEO and the potential sale of its Renewable Energy Group. Starboard emphasized the need for fresh perspectives and shareholder-focused directors to evaluate strategic options effectively. As a result, Starboard has nominated a slate of director candidates including Brett C. Carter, Christopher Lopez, and Robert A. Schriesheim for election to the Board at the 2024 AGM. Source

On April 18, 2024, Starboard reached an agreement with the company and pursuant to it,  the Board size would increase, Brett C. Carter would join as a director, and Christopher Lopez would be nominated for election. The company also agreed to appoint New Directors to key committees and to certain voting arrangements. Starboard withdrew its director nominations and agreed to vote in accordance with the Board's recommendations.

On March 13, 2025, Starboard Value reached an agreement with the company to appoint Gavin T. Molinelli (the "New Director") to the Board, pending approval by the Federal Energy Regulatory Commission (FERC), or an alternative nominee selected by Starboard. The company also agreed to nominate the New Director, along with Brett Carter and Christopher Lopez, for election at the 2025 Annual Meeting, with their term expiring at the 2026 Annual Meeting.

Baker Bros. Advisors secured Board seat in Replimune Group (REPL)

Key Summary: On March 5, 2025, Michael Goller, Baker Bros. Advisors. was appointed to the Board

Market Cap: $886 million | Replimune Group, Inc., a clinical-stage biotechnology company, focuses on the development of oncolytic immunotherapies to treat cancer. 

On March 5, 2025, the board acting on the recommendation of the Nominating and Corporate Governance Committee, (i) expanded the Board from nine members to ten, and (ii) appointed Michael Goller, Baker Bros. Advisors, to the Board. Source

Daktronics (DAKT) and Alta Fox Enter into Cooperation Agreement

Key Summary: Alta Fox Capital (11.7%) has criticized Daktronics’ governance and underperformance, citing nepotism and poor leadership under the Kurtenbach family. Following earlier agreements in 2023, Alta Fox’s December 2024 presentation at the Bloomberg Activism Forum proposed reforms to unlock shareholder value, including governance modernization, operational improvements, and independent board appointments. On January 31, 2025, Alta Fox Capital filed proxy materials urging shareholders to vote "AGAINST" the Company's proposal to reincorporate from South Dakota to Delaware at a special meeting. On March 3, 2025, the company announced a cooperation agreement with Alta Fox Capital Management.

Market Cap: $606 million | Daktronics, Inc. designs, manufactures, markets, and sells electronic display systems and related products worldwide.

On January 26, 2023, Alta Fox Capital (5.8%) issued a press release and public letter to the Board expressing its disappointment that the Board’s Strategy and Financing Review Committee is not taking decisive action to address deep-rooted issues related to the company’s corporate governance, undermanagement team and value creation efforts. 

On March 19, 2023, the company entered into a Standstill and Voting Agreement  with Alta Fox Capital and Connor Haley (collectively, the “Investor Parties”) in connection with ongoing negotiations between the company and the Investor Parties regarding a potential financing transaction. Source

On December 10, 2024, Alta Fox Capital (11.7%) released a presentation at the Bloomberg Activism Forum 2024, highlighting governance issues and underperformance under the Kurtenbach family's leadership. The presentation exposes nepotism, ineffective governance, and poor financial stewardship that have resulted in 195% underperformance versus the S&P 500. Alta Fox proposes a path to unlock shareholder value, targeting ~$40 per share through governance reforms, board refreshment, operational improvements, and accountability measures, including nominating independent director candidates and modernizing practices. The full presentation is available at www.FixDaktronics.com.

On January 31, 2025, Alta Fox Capital filed proxy materials urging shareholders to vote “AGAINST” the Company’s proposals related to the reincorporation of the Company from the State of South Dakota to the State of Delaware (the “Reincorporation”) at a special meeting of shareholders. Source

On February 5, 2025, Alta Fox Capital filed a lawsuit against Daktronics and its CEO, Reece Kurtenbach, over the company’s proposal to reincorporate in Delaware and eliminate cumulative voting. Alta Fox argues that this move is a reactionary tactic to protect underperforming directors and deflect from shareholder demands to declassify the board. Source

On February 6, 2025, Alta Fox Capital  filed a preliminary proxy statement opposing proposals at the company’s upcoming special shareholder meeting. Source

On March 3, 2025, the company announced a cooperation agreement with Alta Fox Capital Management. Under this agreement, Peter Feigin, an Alta Fox-recommended candidate, will join the Board of Directors as a new independent member. Daktronics will also seek Alta Fox's input in its search for a new Chief Financial Officer. As part of the agreement, Alta Fox will withdraw all litigation against the Company, support its reincorporation to Delaware, and adhere to standard standstill restrictions and voting commitments until the Company's 2027 annual meeting of shareholders.

Philotimo Fund signed a Cooperation Agreement with Quipt Home Medical Corp (QIPT)

Key Summary: On January 25, 2025, Philotimo Fund (5.9%) notified the company of its intention to nominate Selim Bassoul, Jack Feidor, Garrett Larson, and Edward Smith for election to the Board at the 2025 Annual Meeting. On March 3, 2025, the Kanen Group (Mr. Kanen, KWM, and Philotimo) (6.9%) signed a Cooperation Agreement with the company.

Market Cap: $106 million | Quipt Home Medical Corp., through its subsidiaries, engages in the provision of durable and home medical equipment and supplies in the United States.

On January 25, 2025, Philotimo Fund (5%) stated that it notified the company in accordance with the Federal "Universal Proxy Rules," that it intends to nominate Selim Bassoul, Jack Feidor, Garrett Larson, and Edward Smith for election to the Board of Directors at the 2025 Annual Meeting of Shareholders. Source

On March 3, 2025, the Kanen Group (Mr. Kanen, KWM, and Philotimo) (6.9%) signed a Cooperation Agreement with the company, granting them access to quarterly meetings with a non-executive director, contingent on holding at least 3.5% of shares. Philotimo withdrew its proxy solicitation for the 2025 Annual Meeting, and the Kanen Group agreed to vote in line with the Board's recommendations during shareholder meetings.

Mounts Gonzales, President and Sole Managing Member of The AI Catalyst Fund secured Board seat at ModivCare (MODV)

Key Summary: On March 6, 2025, the company appointed Mr. Mounts Gonzales, President and Sole Managing Member of The AI Catalyst Fund, as a member of the Board effective March 7, 2025. Between December 11-13, 2024, Q Investments urged the board to address management turnover, poor communication, and underperformance, recommending leadership changes and a faster review of strategic alternatives. Following these discussions, Shackelton and Samant resigned on December 13. While acknowledging progress, Q Investments calls for replacing two more directors, appointing a new chair, and tackling shareholder value destruction, with the stock down 59% this year.

Market Cap: $39 million | ModivCare Inc., a technology-enabled healthcare services company, provides a suite of integrated supportive care solutions for public and private payors and their members. 

On December 11, 12 and 13, 2024, Q Investments communicated with the board, highlighting concerns about management turnover, poor financial communication, and the board's performance. In a letter, they recommended replacing Chairman Shackelton, adding four new directors, evaluating the financial leadership team, and expediting the review of strategic alternatives. Following these discussions, the resignations of Shackelton and Samant were announced on December 13, 2024. While acknowledging this progress, Q Investments urges further changes, including replacing two more directors, appointing a new chair, and addressing shareholder value destruction, as the stock remains down 59% this year. Source

On March 6, 2025, the company appointed Mr. Mounts Gonzales, President and Sole Managing Member of The AI Catalyst Fund, as a member of the Board effective March 7, 2025. Source

QXO Extends Tender Offer to Acquire Beacon Roofing Supply (BECN)

Key Summary: QXO, Inc. has proposed acquiring Beacon Roofing Supply for $124.25 per share in cash, a $11 billion deal offering a 37% premium. Despite board resistance, QXO remains committed, citing shareholder value and secured financing, and plans to file a proxy statement to nominate directors at Beacon's 2025 meeting. On February 12, 2025, QXO, Inc. announced it will propose a slate of 10 independent director nominees for election at 2025 AGM to replace its current board. On March 4, 2025, QXO, Inc. has extended its all-cash tender offer to acquire Beacon Roofing Supply, Inc. for $124.25 per share

Market Cap: $6.9 billion| Beacon Roofing Supply, Inc., together with its subsidiaries, engages in the distribution of residential and non-residential roofing materials, and complementary building products to contractors, home builders, building owners, lumberyards, and retailers in the United States and Canada.

On January 15, 2025, QXO, Inc. proposed acquiring Beacon Roofing Supply, Inc. for $124.25 per share in cash, valuing the deal at $11 billion and offering a 37% premium over Beacon's 90-day unaffected share price. Despite board resistance, QXO remains committed, citing shareholder value, secured financing, and readiness to proceed. It highlights Beacon's underperformance and challenges with its Ambition 2025 goals. QXO also plans to file a proxy statement and WHITE universal proxy card with the SEC to nominate directors at Beacon's 2025 stockholders' meeting.  Source

On February 6, 2025, QXO, Inc. criticized Beacon Roofing Supply's rejection of its $124.25 per share all-cash offer, representing a 37% premium over Beacon’s 90-day average stock price. QXO emphasized that its offer provides certainty, a significant cash premium, and quick closure without regulatory or financing risks. QXO also questioned Beacon’s delay in releasing 2028 financial projections and urged the company to let shareholders decide on the offer. The tender offer is valid until February 24, 2025, with no financing or due diligence conditions. Source

On February 10, 2025, QXO, Inc. criticized Beacon Roofing’s Board for misleading shareholders and misrepresenting its performance. QXO’s $124.25 per share offer provides a significant premium over Beacon’s stock, which has underperformed its peers. QXO questioned Beacon’s delayed projections and pointed out insider sales below the offer price. With no competing offers, QXO urges the Board to allow shareholders to decide, with the offer expiring on February 24, 2025. Source

On February 12, 2025, QXO, Inc. announced it will propose a slate of 10 independent director nominees for election at 2025 AGM to replace its current board. QXO's tender offer of $124.25 per share for all of Beacon's outstanding shares is open until February 24, 2025, and has received antitrust clearance in the U.S. and Canada. QXO plans to solicit proxies to elect the new directors at the upcoming meeting. Source

On March 4, 2025, QXO, Inc. has extended its all-cash tender offer to acquire Beacon Roofing Supply, Inc. for $124.25 per share. Originally set to expire on March 3, 2025, the offer is now open until March 10, 2025, without financing or due diligence conditions. Source

Deep Track Capital Submits Director Nominations for Dynavax Technologies Corporation's (DVAX) 2025 Annual Meeting

Key Summary: On September 16, 2024, Deep Track Capital (9.6%) announced plans to discuss the company’s performance, governance, and cash usage with management. On February 18, 2025, Deep Track (13.5%) submitted a notice to propose a stockholder proposal and nominate Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette, and Donald J. Santel for election as directors at the 2025 Annual Meeting.

Market Cap: $1.7 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

On February 18, 2025, Deep Track Capital (13.5%) submitted a formal notice under the company's Bylaws to propose a stockholder proposal and nominate directors for the 2025 Annual Meeting. The notice includes the intention to nominate Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette, and Donald J. Santel as director nominees. Source

On March 10, 2025, Deep Track Capital sent a letter to the Board criticizing its capital allocation strategy and governance, particularly regarding its recent issuance of expensive convertible notes. Deep Track reiterated its nomination of four highly qualified candidates for the 2025 Annual Meeting, clarifying that its goal is not to take control but to ensure better shareholder representation.

JANA Announces Nominee Agreements for 2025 Annual Meeting of Rapid7, Inc (RPD)

Key Summary: On September 27, 2024, JANA Partners and Cannae Holdings disclosed a 6.4% stake and reported discussions with the Board and management about operational issues, governance, and a potential company sale. On March 11, 2025, JANA (5.8%) signed Nominee Agreements with Michael Joseph Burns and Chad Kinzelberg, who agreed to join JANA's slate of nominees for election as directors at the 2025 Annual Meeting.

Market Cap: $1.7 billion| Rapid7, Inc. provides cybersecurity solutions under the Rapid7, Nexpose, and Metasploit brand names. 

On September 27, 2024, JANA Partners and Cannae Holdings disclosed 6.4% and stated that they had engaged in constructive discussions with the Board and management regarding operational challenges, management and compensation issues, corporate governance, evaluating the potential sale of the company. Source

On March 11, 2025, JANA (5.8%) entered into Nominee Agreements with each of Michael Joseph Burns and Chad Kinzelberg pursuant to which each Nominee has agreed, upon the election of JANA, to become members of a slate of nominees and to stand for election as directors of the company at the 2025 Annual Meeting. Source

Indivior (INDV) Announces Further Changes to Board of Directors Amid Pressures From Oaktree

Key Summary: On October 4, 2024, Oaktree Capital Group Holdings (7%) intends to meet with the Board and management to explore strategies for increasing shareholder value, including capital allocation, structural adjustments, and potential sale options. On September 22, 2023, Two Seas Capital (10%) discussed joining the Board with CEO Mark Crossley but decided against the appointment. They continue discussions with management and the Board to enhance shareholder value and improve corporate governance.  On March 4, 2025, the company stated that it will reduce its Board to seven directors at the 2025 AGM

Market Cap: $1.2 billion | Indivior Plc, together with its subsidiaries, engages in the development, manufacture, and sale of buprenorphine-based prescription drugs for the treatment of opioid dependence and co-occurring disorders.

On September 22, 2023, Two Seas Capital (10%) discussed the possibility of joining the Board with Mark Crossley, the CEO of the company. However, it was decided not to proceed with this appointment. Two Seas Capital has ongoing discussions with the management and Board regarding their investment and may explore options to maximize shareholder value and improve corporate governance. Source

On October 4, 2024, Oaktree Capital Group Holdings (7%) plans to discuss with the Board and management ways to increase shareholder value, focusing on capital allocation, capital structure adjustments, and exploring strategic alternatives, potentially including a sale of the company. Source

On November 6, 2024, Oaktree Capital Group Holdings expressed concerns to the board regarding the company's poor performance over the past year and a more than 50% drop in stock price. They cited strategic and communication failures, particularly regarding competition for the core product Sublocade and guidance reductions, which heightened investor worries about the board's accountability. Oaktree urged immediate action to address these issues and called for board refreshment with directors committed to improving shareholder value, while expressing a willingness to work constructively with the board, noting that shareholders would support necessary changes. Source

On March 4, 2025, the company stated that it will reduce its Board to seven directors at the 2025 AGM, with Peter Bains and Jo LeCouilliard not seeking re-election. Robert Schriesheim has resigned, effective March 2, 2025. The Company will search for a new Independent Non-Executive Director, subject to Oaktree's approval. Source

Engaged Capital nominated Directors to Portillo's Inc (PTLO)

Key Summary: On August 15, 2024, Engaged Capital (9.9%) announced ongoing talks with the Board to unlock value through optimizing restaurant performance, improving cash returns, enhancing governance, and exploring a potential sale. On February 28, 2025, they proposed nominating directors with recent restaurant operations and marketing expertise at the upcoming annual meeting. On March 3, 2025, Engaged Capital (8.6%) nominated two independent candidates.

Market Cap: $891 million| Portillo's Inc. owns and operates fast casual restaurants in the United States.                                                                    

On August 15, 2024, Engaged Capital (9.9%) announced its ongoing communication with the Board and management to unlock the business's intrinsic value. This includes optimizing restaurant performance, improving cash returns at the restaurant level, enhancing corporate governance, and possibly exploring a company sale. Source

On February 28, 2025, Engaged Capital stated its belief that the company and its stockholders would benefit from adding directors with recent restaurant operations and marketing expertise. They plan to nominate such candidates for election to the Board at the upcoming annual meeting. Source

On March 3, 2025, Engaged Capital (8.6%) nominated two independent candidates, Charlie Morrison and Nicole Portwood, for election to the Board at the 2025 Annual Meeting. Morrison, former CEO of Wingstop, delivered a ~760% return for shareholders, while Portwood, a former CMO of Tito’s Handmade Vodka, brings extensive marketing expertise. Source

DOMA Perpetual Capital Management Nominate Director Candidates to Pacira BioSciences, Inc. (PCRX)

Key Summary: On March 14, 2025, DOMA Perpetual Capital Management announced the nomination of three director candidates, expressing concerns over the company's 76% decline in stock performance over the past decade and misaligned management compensation.

Market Cap: $1 billion | Pacira BioSciences, Inc. engages in the development, manufacture, marketing, distribution, and sale of non-opioid pain management and regenerative health solutions to healthcare practitioners in the United States. 

On December 11, 2024,  DOMA Perpetual Capital Management (4.14%) announced its intent to nominate four independent director candidates at the 2025 annual meeting. DOMA expressed confidence in Pacira’s intellectual property and criticized the stock as significantly undervalued. It urged the company to initiate a tender offer for 10 million shares using cash on hand and execute its approved $150 million buyback program supported by strong free cash flow. Source

On March 14, 2025, DOMA Perpetual Capital Management announced the nomination of three director candidates citing concerns over company's poor stock performance (down 76% in the last decade) and misaligned management compensation. Source

Broadwood Partners Increases Stake to 24.2% and Backs New CEO of STAAR Surgical Company (STAA)

Key Summary: Broadwood Partners noted progress in STAAR Surgical Company. On Jan 10, 2024 (22.1%), despite a stock price dip, it believed in the company's growth and opposed undervalued acquisitions. It stressed corporate governance and planned to engage for more enhancements and value creation. On March 3, 2025, Broadwood Partners increased its stake to 24.2% and supported the new CEO, aiming for improved profitability and long-term shareholder value.

Market Cap: $812 million | STAAR Surgical Company designs, develops, manufactures and sells implantable lenses for the eye and delivery systems used to deliver the lenses into the eye.

Update

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

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.

Kent Lake Partners nominated Board candidates to Quanterix (QTRX)

Key Summary: On February 13, 2025, Kent Lake Partners opposed Quanterix's proposed acquisition of Akoya Biosciences, stating it is not in stockholders' best interests. On February 28, 2025, Kent Lake Partners (6.9%) delivered a letter to the company nominating a slate of three director candidates

Market Cap: $376 million | Quanterix Corporation, a life sciences company, engages in development and marketing of digital immunoassay platforms.

On February 13, 2025, Kent Lake Partners delivered a letter to stockholders, expressing its belief that Quanterix's proposed acquisition of Akoya Biosciences, Inc. is not in the best interests of stockholders. Kent Lake Partners stated that if the Quanterix Board proceeds with the merger, it is prepared to take decisive action, including mobilizing shareholders to vote against the deal and nominating directors for the Quanterix Board at the 2025 Annual Meeting.

On February 28, 2025, Kent Lake Partners (6.9%) delivered a letter to the company nominating a slate of three director candidates, Dr. Dickinson, Mr. Felt and Dr. Sakul, for election to the Board at the 2025 annual meeting of stockholders. The firm criticizes the incumbent Board for approving and pursuing a dilutive merger with Akoya Biosciences, which Kent Lake believes risks capital misallocation and distracts from Quanterix's core growth opportunities, especially in Alzheimer's testing. Kent Lake urges shareholders to vote against the merger and elect its nominees to ensure financial discipline, accountability, and a focus on organic growth to unlock long-term value. Source

On March 11, 2025, Kent Lake Partners issued the following press release and Investor Presentation. The presentation highlighted concerns over Quanterix bidding against itself for Akoya, unnecessary risks from Akoya’s financial instability, and potential conflicts within Quanterix's board. Kent Lake urged shareholders to vote against the merger, emphasizing the company’s strong standalone potential, particularly in Alzheimer’s diagnostics, and has nominated three independent board candidates for the 2025 Annual Meeting.

Danone filed a lawsuit against Lifeway Foods Inc. (LWAY)

Key Summary:  On October 15, 2021, Ludmila and Edward Smolyansky announced their plan to nominate up to three directors at the 2021 AGM. By March 11, 2022, Edward aimed to nominate several directors and push for CEO replacement and strategic review. After a settlement on July 27, 2022, Edward withdrew his proxy contest, with the Company agreeing to new board nominations and strategic reviews. On February 10, 2023, the Smolyanskys alleged breaches of this agreement. By May 5, 2023, Edward filed to nominate seven directors, and all were elected on June 15, 2023. On October 26, 2023, they nominated a new director per the agreement and on July 18, 2024, called for the resignation of several executives, including the CEO. On August 13, 2024, Ludmila Smolyansky and Edward Smolyansky filed proxy materials soliciting consent for the Board Removal Proposal and the Director Election Proposal. 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. 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

Market Cap: $308 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

Mill Road Capital Seeks Board Nominees and Strategic Alternatives for Landsea Homes Corp (LSEA)

Key Summary: On March 3, 2025, Mill Road Capital III, L.P. (6.5%) informed the company of its intention to nominate three directors at the 2025 Annual Meeting.

Market Cap: $249 million | Landsea Homes Corporation engages in the design, construction, marketing, and sale of suburban and urban single-family detached and attached homes in the United States.

On March 3, 2025, Mill Road Capital III, L.P. (6.7%) notified the company of its intention to nominate three directors at the 2025 Annual Meeting. Mill Road Capital also urged the company’s board to consider a sale to unlock shareholder value, citing the company’s depressed valuation at 0.48x tangible book value per share, significantly lower than peers. They argued that a sale at 1.0x tangible book value could result in a 108% premium to the current share price. Given Landsea’s inability to pursue meaningful buybacks or acquisitions due to financial constraints and its high leverage, Mill Road believed that strategic alternatives should be explored. Source

Gate City Capital nominates four directors to Saga Communications (SGA)

Key Summary: On January 25, 2025, Gate City Capital expressed concerns over Saga's financial performance and digital strategy, urging cost cuts, board refreshment, and shareholder-focused actions. On February 10, 2025, Gate City announced its intent to nominate four directors for Saga's 2025 Annual Meeting. Negotiations to appoint one of these nominees concluded without agreement on March 4, 2025. On April 7, 2023, the board recommended that Michael W. Schechter be elected to the Board at the company’s upcoming annual meeting. On March 13, 2025, Gate City Capital Management sent a Notice Letter to the company announcing its intention to nominate four directors

Market Cap: $75 million | Saga Communications, Inc., a broadcast company, acquires, develops, and operates broadcast properties in the United States. 

Gate City Capital Management

On January 25, 2025, Michael Melby, Founder and Portfolio Manager of Gate City Capital Management, LLC, wrote to Warren Lada, Chairman of the Board expressing concern over the company's recent financial performance and declining stock price. Gate City, owning 13.8% of Saga's common stock, criticized the increase in expenses related to Saga's digital strategy, citing inadequate ROI assessment and turnover issues among digital employees and partners. They urged Saga to reduce digital spending, implement cost-cutting measures, refresh the board, align management incentives with shareholder value, repurchase shares aggressively, and halt acquisitions until profitability improves. Melby expressed readiness to collaborate on these initiatives to enhance shareholder value. Source

On February 10, 2025, Gate City Capital Management, LLC, notified Saga Communications, Inc.'s Corporate Secretary of its intent to nominate four individuals—Michael T. Melby, Nicholas J. Bodnar, Ryan A. Hornaday, and Christopher T. Young—for election to Saga's Board of Directors at the 2025 Annual Meeting. Source

On March 4, 2025, subsequent negotiations between Gate City and Saga to appoint one of Gate City’s nominees to the Board concluded without an agreement. Source

On March 13, 2025, Gate City Capital Management sent a Notice Letter to the company announcing its intention to nominate four directors—Michael T. Melby, Nicholas J. Bodnar, Ryan A. Hornaday, and Christopher T. Young—for election at the 2025 Annual Meeting. Gate City requested that these nominees be included in Saga's proxy statement. Additionally, Gate City may seek to inspect company's books and records under Florida law to communicate with other shareholders and gather further information for its proxy solicitation. Source

TowerView

On April 7, 2023, the board recommended that Michael W. Schechter be elected to the Board at the company’s upcoming annual meeting.  Mr. Schechter is a non-controlling member of TowerView LLC (19%) Source

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

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

Market Cap: $14 million | Barnwell Industries, Inc. operates in four segments namely Oil and Natural Gas Segment, Land Investment Segment, Contract Drilling Segment and Residential Real Estate Segment

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

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

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

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

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

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

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

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

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

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

Stadium Capital Management withdrew its nomination at Sleep Number Corporation (SNBR)

Key Summary: Stadium Capital Management, holding 8.5% as of August 2023, expressed concerns over the company's long-term underperformance and the need for shareholder representation on the Board to improve governance and operations. By September, the firm criticized the Board for poor shareholder returns, capital allocation, and management oversight, requesting a meeting to discuss changes. Following a cooperating agreement in November 2023, the company added two new directors to its Board. Despite recent changes, Stadium Capital, now holding 11%, remains concerned about performance and plans to engage further on the need for additional reforms. On December 2, 2024, Stadium Capital Management nominated four candidates for election to the Board at the 2025 Annual Meeting. On March 13, 2025, the company and Stadium Capital Management entered into an agreement. As per the agreement, Stadium Capital withdrew its notice to nominate candidates for the 2025 Annual Meeting

Market Cap: $164 million| Sleep Number Corporation, together with its subsidiaries, offers sleep solutions and services in the United States.

On August 25, 2023, Stadium Capital Management (8.5%) stated that it is concerned with the company’s long-term underperformance and believe shareholder representation on the Board is needed to drive improvements to the governance, capital allocation and operations. Stadium Capital stated that it is  engaging in discussions with the Board and management regarding the composition of the Board and opportunities to enhance shareholder value. Source

On September 13, 2023, Stadium Capital Management (9%) issued a letter and press release to the Board requesting a meeting with the independent directors to discuss the urgent need for shareholder-driven Board change. In the letter, Stadium Capital asserted that the Board has presided over abysmal shareholder returns, egregious capital allocation, poor corporate governance practices and questionable compensation decisions. Stadium Capital also expressed its views that the Board’s ineffective oversight has enabled management to let costs run out-of-control in pursuit of its wellness technology strategy. It has also expressed disappointment with the Board’s rejection of a good faith offer to collaborate on director refreshment, including adding its representative to the board.

Valuation insight

"Sleep Number spends 2x on R&D relative to Tempur Sealy even though Tempur Sealy generates, by our estimates, roughly 4x the retail sales of Sleep Number. Yet, based on our research, if Sleep Number spent proportionally the same amount on R&D as Tempur Sealy does, Sleep Number’s 2023 expected EPS would double.

On November 7, 2023, Stadium Capital Management entered into a cooperating agreement with the company and pursuant to it, the company agreed to add Stephen Macadam and Hilary Schneider (the “New Directors”) to its Board. Source

On October 30, 2024, the company announced Board and corporate governance changes.

On November 4, 2024, Stadium Capital Management (11%) expressed concerns about the company's long-term performance despite recent leadership and governance changes. The firm intends to engage with the company and other stakeholders to evaluate the need for further changes. Source

On November 25, 2024, Stadium Capital Management issued a press release and open letter to the  shareholders. In the November 25^th Letter, Stadium Capital expressed their views regarding the company’s need for a reconstituted Board and independent CEO search process. Stadium Capital also called on the company to collaborate with them to add new directors to the Board, appoint an Executive Chairman and ensure a wholly independent CEO search process to identify the company’s next leader. Stadium Capital concluded the Letter by making clear that they intend to nominate several exceptionally qualified directors for election at the 2025 AGM if the Board remains unwilling to engage constructively with them on changes they believe are necessary to unlock value at the company.

On December 2, 2024, Stadium Capital Management nominated Kevin Baker, Patrick A. Hopf, Jeffrey T. Jackson, and Jessica M. Prager for election to the Board at the 2025 Annual Meeting. Stadium Capital also issued a press release supporting the Nominees, emphasizing their experience in capital allocation, product innovation, and turnarounds. Stadium Capital urged the company to collaborate on Board refreshment and an independent CEO search, but stated it would leave the decision to shareholders if the Board does not cooperate. Source

On December 19, 2024, Stadium Capital issued an open letter to the shareholders outlining a plan to improve governance, strengthen leadership, and reset the CEO search process

On March 13, 2025, the company and Stadium Capital Management entered into an agreement. As per the agreement, Stadium Capital withdrew its notice to nominate candidates for the 2025 Annual Meeting, and Michael J. Harrison, Shelly R. Ibach, and Barbara R. Matas will not seek re-election. The only nominees for election will be Linda Findley, Deborah L. Kilpatrick, and Hilary A. Schneider. Additionally, Stephen L. Gulis, Jr. and Brenda J. Lauderback will resign by 2026, and the Board size will be reduced over time. Stadium Capital agreed to vote in favor of the new nominees. Source