13D weekly report - May 26, 2025 to May 30, 2025

Van Herk Investments sent a letter to the Board of ProQR Therapeutics (PRQR)

Key Summary: On May 23, 2025, Van Herk Investments B.V., holding over 10% of ProQR, opposes the reappointments of CEO Daniel de Boer and Chairman James Shannon, citing poor performance, repeated strategic failures, and governance violations.

Market Cap: $179 million| ProQR Therapeutics N.V., a biotechnology company, focuses on the discovery and development of novel therapeutic medicines. 

On May 23, 2025, Van Herk Investments (10.9%) sent a letter to the Board expressing strong opposition to the proposed reappointments of CEO Daniel de Boer and Chairman James Shannon at the June 2025 AGM. VHI cites repeated strategic failures, underperformance, and lack of board renewal, attributing poor oversight and entrenched leadership dynamics as root causes. VHI urges the Board to withdraw the reappointment proposals and initiate leadership changes to unlock the company’s potential, warning that failure to act may prompt further steps.

Shareholders elected two company’s director nominees and two Elliott nominees to the Board of 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. On March 25, 2025, Elliott Investment Management filed a lawsuit against the company seeking an order for four board seats to be up for election at the 2025 Annual Meeting. At the AGM held on May 21, 2025, shareholders elected two company’s director nominees and two Elliott nominees to the Board.

Market Cap: $44 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”

On March 21, 2025, Elliott Investment Management filed proxy materials seeking support for its nominees.

On March 25, 2025, Elliott Investment Management filed a lawsuit against the company seeking an order for four board seats to be up for election at the 2025 Annual Meeting. Elliott argues the company's decision to reduce board seats from 14 to 12 violates its governing documents. Despite requests for clarification, Phillips has not disclosed the number of seats or its nominees. Elliott plans to withdraw the lawsuit if Phillips confirms at least four seats will be up for election. Elliott also announced a slate of seven director candidates. Source

On April 3, 2025, Elliott Investment Management issued a letter to the shareholders advocating for an upgraded Board due to the company's underperformance compared to peers like Valero and Marathon, with Phillips 66 shares underperforming by -138% and -188% over the past decade . Elliott believes their "Streamline 66" plan could boost shares to $200 or more . Their key concerns include management's unwillingness to prioritize shareholder value, resistance to accountability, failure to address long-term underperformance, high operating expenses, and a lack of trust in leadership. Management has hindered Elliott's efforts by reneging on adding directors, appointing the CEO as Chairman, refusing to engage with independent directors, and opposing a proposal for annual board elections.

On April 8, 2025, Elliott Investment Management launched the "Streamline 66" podcast to spotlight its director nominees and campaign at Phillips 66, where it is a top five shareholder. Source

On April 9, 2025, Elliott announced support from veteran energy executive Gregory Goff for its “Streamline 66” campaign aimed at driving strategic, operational, and governance improvements. Goff, former CEO of Andeavor and a key figure in one of the sector’s most successful transformations, brings decades of experience from roles at ConocoPhillips, Andeavor, and Exxon Mobil. Source

On May 12, 2025, Elliott Investment Management announced that Glass Lewis has recommended shareholders support meaningful boardroom change by voting for the election of three Elliott director nominees – Brian Coffman, Sigmund Cornelius and Michael Heim and ISS for all four of Elliott’s nominees to the Company’s Board of Directors at the 2025 Annual Meeting of Shareholders

At the AGM held on May 21, 2025, shareholders elected two company’s director nominees and two Elliott nominees to the Board.

Stockholders elected all the four company’s Director Nominees to the Board of National Health Investors (NHI)

Key Summary: On April 18, 2024, Land & Buildings Investment Management, LLC voiced concerns about undervaluation and governance, particularly regarding the lease renewal with National HealthCare Corporation (NHC). They plan to vote against directors Robert Webb and Charlotte Swafford at the next Annual Meeting for boardroom change. On February 19, 2025, Land & Buildings announced that it has nominated two candidates for election to the Board. At the AGM held on May 21, 2025, shareholders re-elected all the four company’s director nominees to the Board.

Market Cap: $3.6 billion | National Health Investors, Inc is a real estate investment trust specializing in sale, leasebacks, joint-ventures, senior housing operating partnerships, and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments.  

On April 18, 2024, Land & Buildings Investment Management, LLC issued a presentation to shareholders expressing concerns about undervaluation and poor corporate governance at the company. They specifically criticized the Board's management of critical issues, such as the lease renewal with National HealthCare Corporation (NHC). L&B plans to vote against current directors Robert Webb and Charlotte Swafford at the upcoming Annual Meeting, advocating for boardroom change.

On May 8, 2024, Land & Buildings criticized the company's recent actions as insufficient in addressing governance concerns. Land & Buildings urged full destaggering of the Board and collaboration with shareholders to appoint an independent director. They planned to vote against incumbent directors Webb and Swafford at the upcoming Annual Meeting. Source

On May 15, 2024, Land & Buildings issued a presentation on National Health Investors reiterating their concerns.

On February 19, 2025, Land & Buildings announced that it has nominated two experienced and independent candidates for election to the Board at the upcoming 2025 Annual Meeting of Stockholders.

On March 24, 2025, Land & Buildings filed proxy materials seeking support for its nominees.

On April 24, 2025, Land & Buildings issued an investor presentation titled “National Health Investors (NHI): A Governance Cure for a Healthier Future,” reiterating their concerns.

On May 8, 2025, Land & Buildings announced that Glass Lewis has recommended that stockholders vote “FOR” the election of Land & Buildings’ independent nominees – Jim Hoffmann and Adam Troso – to the Company’s Board of Directors at the 2025 Annual Meeting of Stockholders

On May 12, 2025, Land & Buildings announced that ISS has recommended that stockholders vote “FOR” the election of Land & Buildings’ independent nominees – Jim Hoffmann and Adam Troso – to the Company’s Board of Directors at the 2025 Annual Meeting of Stockholders

At the AGM held on May 21, 2025, shareholders re-elected all the four company’s director nominees to the Board.

Gary S. Rosenbach reaches agreement with Harte Hanks (HHS)

Key Summary: On May 14, 2025, Rosenbach entered into a cooperation agreement with the company, agreeing to standstill provisions

M.Cap: $35mm | Harte Hanks, Inc. (Harte Hanks) is a multi-channel marketing company. 

On May 14, 2025, Rosenbach entered into a cooperation agreement with the company, agreeing to standstill provisions, including restrictions on proxy solicitation, influencing others, and acquiring additional shares. He also agreed to vote in line with the board’s recommendations through the 2026 annual meeting, except on Extraordinary Transactions. The agreement terminates if Rosenbach’s stake falls below 10%.

Past:

Between December 2017 and May 2021, Houston H. Harte and BLR Partners/Fondren Management pushed for governance reforms at Harte Hanks. On December 27, 2017, Harte (10.6%) filed a 13D urging actions to enhance shareholder value, including declassifying the board and enabling 10%+ holders to call special meetings. On January 12, 2018, BLR (5.9%) demanded immediate governance changes, including a new Chairman and board refresh. On February 14, 2018, Harte cited poor performance and urged operational improvements. On February 15, 2018, BLR reiterated calls for the Chairman’s resignation and board overhaul. On March 1, 2018, Harte sent a follow-up letter reinforcing his demands. On May 11, 2018, BLR increased its stake to 8.3%. On May 17, 2018, the company signed a cooperation agreement with Harte, appointing four new directors and announcing four resignations, along with a proposal to declassify the board. On November 19, 2018, BLR trimmed its stake to 8.1%, then increased it to 9.4% on August 27, 2019. On April 29, 2021, BLR (9.9%) announced plans to nominate board candidates. On May 14, 2021, a second cooperation agreement led to the appointment of Mr. Radoff to the board and three committees.

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: $1.6 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.

On April 7, 2025, Deep Track Capital filed proxy materials seeking support for its nominees.

On April 16, 2025, Deep Track Capital criticized the board for rejecting its recent settlement proposal to appoint two nominees and rebalance board classes. Deep Track accused the board of entrenchment and ignoring shareholder interests, reiterating its call for investor-driven change and expressing commitment to pursuing board representation through the upcoming 2025 annual meeting.

On May 23, 2025, ISS recommended stockholders Vote “FOR” all four of Dynavax’s director nominees. Source