13D weekly report - May 19, 2025 to May 23, 2025

Galloway Urges Strategic Review to Address Undervaluation at Global Crossing Airlines Group (JETBF)

Key Summary: Galloway Capital Partners (4.33%) sent a letter urging the company to explore strategic options—including a sale, merger, or going private—via an advisor, citing significant undervaluation and a desire to work with management to enhance shareholder value.

Market Cap: $39 million | Global Crossing Airlines Group Inc. provides air transport services in the United States, Europe, Canada, and Central and South America.

 Galloway Capital Partners (4.33%) sent a letter to the company stating that it believes the Company's shares are significantly undervalued. They propose working with management and the Board to enhance shareholder value and urge exploring strategic transactions like acquisition, merger, sale, or going private through an investment bank or advisor to create shareholder value.

Qorvo, Inc (QRVO) to Nominate Starboard’s Feld; Starboard Withdraws Its Nomination

Key Summary: On April 14, 2025, Starboard nominated Peter A. Feld to the Board. On May 19, 2025, the company announced plans to nominate Starboard’s Peter A. Feld to its Board following constructive engagement. In turn, Starboard withdrew its prior nomination of Feld.

Market Cap: $5.5 billion | Qorvo, Inc. engages in development and commercialization of technologies and products for wireless, wired, and power markets worldwide.

On April 14, 2025, Starboard (8.9%) delivered a letter to the company nominating Peter A. Feld, Managing Member, Portfolio Manager and Head of Research of Starboard, for election to the Board at the 2025 AGM. Source

On May 19, 2025, the company announced its intention to nominate Peter A. Feld, Managing Member, Portfolio Manager and Head of Research of Starboard Value LP, for election to the  Board at the 2025 Annual Meeting of Stockholders, following constructive engagement between the company and Starboard. In connection with this announcement, on May 19, 2025, Starboard delivered a notice to the company withdrawing its nomination of Mr. Feld for election to the Board at the Annual Meeting. Source

Impactive Capital Comments on Clear Message Sent by WEX Inc. (WEX) Shareholders That Board Change Is Needed

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. On May 2, 2025, Impactive Capital announced it will vote against three directors. On May 22, 2025, Impactive Capital (7%) criticized WEX’s board after directors VanWoerkom, Smith, and Neary received unusually low support, citing underperformance and poor engagement. Impactive plans to nominate at least four directors in 2026 unless the company shows meaningful improvement.

Market Cap: $4.6 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

On May 2, 2025, Impactive Capital announced it will vote against three directors—Jack VanWoerkom, Melissa Smith, and James Neary—at the 2025 annual meeting, citing long-term underperformance, lack of accountability, and the Board’s refusal to add shareholder representation. Impactive criticized WEX’s strategic oversight and widening gap in performance compared to peer Corpay, despite having similar starting points. Source

On May 22, 2025, Impactive Capital (7%) criticized the board following the 2025 annual meeting, where directors Jack VanWoerkom, Melissa Smith (CEO/Chair), and James Neary received historically low support, signaling a crisis of investor confidence. Impactive attributed this to WEX’s persistent underperformance and lack of meaningful engagement, despite its four-year effort to work constructively with the board. Unless WEX significantly improves performance or shareholder alignment, Impactive plans to nominate at least four directors for election at the 2026 annual meeting. Source

HG Vora issued a presentation on PENN Entertainment (PENN)

Key Summary:  On Jan 12, 2024, HG Vora Capital (9.6%) voiced concern over unequal board allocation at the company, citing legal violations, demanding prompt rectification. On January 29, 2025, HG Vora Capital Management announced the nomination of three independent directors to PENN’s Board. On April 25, 2025, the company announced that it intends to nominate Johnny Hartnett and Carlos Ruisanchez for election to its Board following discussions with HG Vora Capital Management, LLC . On May 7, 2025, HG Vora, a 4.8% shareholder of PENN Entertainment, sued the company for allegedly cutting a Class II board seat to block nominee William Clifford.

Market Cap: $2.4 billion | PENN Entertainment, Inc., together with its subsidiaries, provides integrated entertainment, sports content, and casino gaming experiences in North America. 

On January 12, 2024, HG Vora Capital Management (9.6%) issued a letter to the company expressing concern about the unequal allocation of members across the company's Board of Directors. HG Vora argues that this unequal allocation violates the Pennsylvania Business Corporation Law and the company's Articles of Incorporation, which require classes of directors to be as nearly equal in number as possible. HG Vora expects the company to rectify this violation promptly and reserves the right to take action to ensure compliance with the law and articles.

On January 29, 2025, HG Vora Capital Management (4.8%) announced the nomination of three independent directors—William J. Clifford, Johnny Hartnett, and Carlos Ruisanchez—to the Board. HG Vora criticized the Board for poor judgment, failed transactions, and value-destroying actions, particularly the reckless spending of nearly $4 billion on online sports betting investments despite lacking industry expertise. Source

On April 25, 2025, the company announced that it intends to nominate Johnny Hartnett and Carlos Ruisanchez for election to its Board following discussions with HG Vora Capital Management, LLC 

On May 7, 2025, HG Vora Capital Management sued the company alleging its board unlawfully reduced the number of Class II director seats to block shareholder nominee William Clifford from election. HG Vora claims the move violates federal and state laws and undermines shareholder rights. Despite PENN agreeing to nominate two HG Vora candidates, the firm seeks court intervention to restore the third board seat, correct misleading proxy disclosures, and allow full shareholder choice. HG Vora urges investors to use its GOLD proxy card to vote for all three of its independent nominees. Source

On May 21, 2025, HG Vora Capital Management posted the investor presentation to their campaign website at www.WinAtPENN.com. 

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: $1.3 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 May 20, 2025, Ortelius issued an open letter to the stockholders highlighting the company’s history of operational and strategic issues, and the current board’s lack of credibility to create long-term value. It urged shareholders to vote for its nominees.

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.

Galloway Capital Partners Considering Legal Action Against Weight Watchers International, Inc. (WW)

Key Summary: On April 25, 2025, Galloway Capital Partners (2.87%) opposed the company’s rumored Chapter 11, citing strong performance and no near-term debt maturities, urging debt restructuring instead and threatening to form an Equity Committee if bankruptcy proceeds. On May 22, 2025, Galloway Capital Partners stated that it is considering legal action against the company over its Chapter 11 bankruptcy plan.

Market Cap: $24 million| WW International, Inc. provides weight management products and services in the United States, Germany, and internationally.

On April 25, 2025, Galloway Capital Partners (2.87%) opposed rumored Chapter 11 plans, arguing the company’s debt isn’t due until 2028-2029 and its strong Q4 results, growing clinical business, and large membership base suggest viability. Galloway warned that bankruptcy would severely harm shareholders and breach fiduciary duties, recommending instead a debt restructuring similar to Regis Corporation's, which led to an 8x stock increase. Galloway cited the recent stock drop (from $1.40 to $0.14) due to bankruptcy rumors and threatened to form an Equity Committee if Chapter 11 proceeds. Source

On May 22, 2025, Galloway Capital Partners stated that it is considering legal action against the company over its Chapter 11 bankruptcy plan, stating it unfairly benefits lenders (91%) by nearly wiping out existing shareholders despite WW's recent financial improvements and potential. They argue the bankruptcy is unnecessary, shareholders lack representation without an Equity Committee, and the plan benefits management and lenders at shareholders' expense. Source

Beaver Hollow Wellness Withdraws Proxy Campaign Following TransDigm Agreement  with Servotronics' (SVT)

Key Summary: On January 9, 2025, Beaver Hollow Wellness, led by CEO Paul L. Snyder, nominated four director candidates for Servotronics' 2025 annual meeting.  On February 16, 2023, Brent D. Baird (10.9%) signed a Cooperation Agreement with the Company, which agreed to appoint him to the board until the 2023 AGM. On March 26, 2025, Beaver Hollow Wellness, LLC, criticized Servotronics for denying its request to inspect corporate records, raising concerns about transparency and governance during the strategic review.  In 2022, Star Equity Fund launched a campaign against Servotronics, criticizing the board for poor governance, supporting an unprofitable division, and failing to address CEO misconduct. The fund’s efforts led to several board changes, including a new CEO and independent directors. Despite a rejected merger proposal, Star continued advocating for board changes and strategic alternatives. In 2023, Star nominated director candidates, criticized the board’s lack of expertise, and emphasized the need for the company to explore strategic alternatives for all its assets. Star later withdrew its nominations ahead of the 2023 AGM. On March 25, 2025, Star Equity Fund (6%) commented on Servotronics' strategic alternatives review. On May 22, 2025, Beaver Hollow Wellness ended its proxy campaign after the company agreed to be acquired by TransDigm

Market Cap: $27 million | Servotronics, Inc. designs, manufactures, and markets control components and consumer products in the United States and internationally.

Beaver Hollow Wellness, LLC

On January 9, 2025, Beaver Hollow Wellness, led by CEO Paul L. Snyder, nominated four director candidates for Servotronics' 2025 annual meeting. On January 17, Snyder highlighted the need for board change to address Servotronics' financial struggles, following executive departures and the sale of Ontario Knife Co. Source

On January 30, 2025, Beaver Hollow Wellness issued a formal demand to the Board for an internal investigation into potential unjust enrichment and breaches of fiduciary duties. Concerns arise from excessive CEO and Board compensation totaling over $3,000,000 amidst substantial financial losses exceeding $13,000,000 and a sharp decline in unrestricted cash reserves. Source

On February 5, 2025, Beaver Hollow Wellness urged immediate action to address critical financial instability threatening the company. Despite previous offers of support being declined by the Board and CEO, they proposed the S.A.V.E. (Shareholder Action for Value and Employees) plan to enhance manufacturing capabilities, restore customer and employee confidence, and reverse the decline in shareholder value. They criticized current leadership for enriching themselves at the company's expense and proposed a new slate of expert directors to execute this plan effectively. Source

On March 26, 2025, Beaver Hollow Wellness, LLC criticized the company's denial of its request to inspect corporate records. Servotronics rejected the request, citing insufficient purpose, which Beaver Hollow disputes, raising concerns about transparency and governance, especially during the ongoing strategic review. Beaver Hollow plans to pursue legal action to ensure accountability.  Source

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

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

On May 22, 2025, Beaver Hollow Wellness ended its proxy campaign after the company agreed to be acquired by TransDigm (TDG), a deal praised for preserving local jobs and delivering over a 250% return since BHW launched its board campaign in January 2025. Source

Star Equity Fund

Update:

On March 25, 2025, Star Equity Fund (6%) commented on Servotronics' strategic alternatives review. While supportive of the review, Star Equity Fund believes it should have occurred earlier and stresses the need for significant progress to unlock the company's full value. Source

Background:

On March 2, 2022, Star Equity Fund filed proxy materials soliciting votes for the election of its director nominees at 2022 AGM. It stated that under the incumbent board’s watch, the Company’s previous CEO abused his authority and perpetuated a culture of harassment at the expense of employees and shareholders (as alleged by a lawsuit filed by a former employee on June 7, 2021), with an internal investigation finding that he committed willful malfeasance in violation of his employment agreement with the Company. In addition, the incumbent board has overseen and continued to support the Company’s unprofitable Consumer Products Group without having taken meaningful action to maximize shareholder value. In addition, the incumbent board has a track record of poor corporate governance. Proxy advisory firms ISS and Glass Lewis have cited numerous issues with Servotronics’s board of directors and the Company’s corporate governance, including in its report on the Company’s 2021 annual meeting.  Source

On April 8, 2022, Star Equity Fund filed proxy materials urging the company to schedule 2022 AGM.

On May 13, 2022, Star Equity Fund stated that it was pleased to announce that its campaign at Servotronics, including the nomination of director candidates and advocacy for various improvements in the Company’s corporate governance, caused the Company to take several positive steps it likely would not have taken independently. The Fund stated that under pressure from its campaign, the company recently announced several Board composition and governance changes including, (i) the appointment of a new CEO, (ii) the addition of Karen Howard and shareholder representative Evan Wax to the Board, (iii) the naming of independent director Christopher Marks as Chairman of the Board, (iv) the resignation of Jason Bear from the Board, (v) the termination of its poison pill, and (vi) the reconfirmation that Kenneth Trbovich would not be nominated for election at its 2022 annual meeting. Further, Star Equity Fund stated that it was pleased with the two new additions to the Board and plan to withdraw its nomination for this year’s annual meeting. Source

On October 20, 2022, Star Equity Holdings presented a non-binding indication of interest to explore a potential combination with the company. On November 2, 2022, after refusing to even engage in conversations with Star Equity Holdings regarding details of a proposal, the Board responded to Star Equity Holdings that a transaction is not in the best interests of the shareholders.

On November 14, 2022, Star Equity Fund (5.6%) issued a press release noting the Board’s rejection of Star Equity Holdings’ proposal without genuinely engaging, and strongly questioning the incumbent directors’ commitment to the shareholders. Star Equity Fund also asserted, the Board’s actions make clear that further change to the Board’s composition needs to occur.

On February 9, 2023, Star Equity Fund (5.4%) delivered a letter to the company nominating six director candidates for election to the Board at the 2023 AGM. Source

On February 14, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

On February 24, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

On March 29, 2023, Star Equity Fund withdrew the nomination of four candidates and issued a press release announcing that it would be proceeding with the nomination of two candidates for election to the Board at the 2023 AGM.

On April 17, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

On May 1, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.

On May 19, 2023, Star Equity Fund issued an investor presentation titled “Our Plan for Change at Servotronics, Inc.”

On May 19, 2023, Star Equity Fund filed proxy materials urging all stockholders to vote the WHITE proxy card to elect G. Mark Pomeroy and Richard K. Coleman, Jr. to the board at the company's 2023 AGM. Source

On May 31, 2023, Star Equity Fund issued in a press release where it reiterated its belief that the incumbent Board, specifically, Edward Cosgrove, Christopher Marks, and William Farrell lacks the necessary experience and expertise to change the trajectory at the company. Star Equity Fund also emphasized that although the company announced its intent to sell its Consumer Products Group after pressure from Star Equity Fund's campaign, intent does not drive shareholder value, but rather execution drives value. Star Equity Holdings further stated its belief that the long-suffering shareholders would be better served by the company exploring strategic alternatives with strategic buyers for ALL its assets, which includes both its Consumer Products Group and Aerospace segments, in addition to real estate assets.

On June 1, 2023, Star Equity Fund withdrew its nomination of Messrs. Coleman and Pomeroy for election to the Board at the annual meeting. Source

Brent D. Baird

On February 16, 2023, Brent D. Baird (10.9%) entered into a Cooperation Agreement with the Company. Pursuant to the Cooperation Agreement, the Company agreed to appoint him to the board, effective as of February 16, 2023, with a term expiring at the company’s 2023 AGM.