An Early Look at 2024 Activist Cooperation Agreements

by | Feb 7, 2024

A lot of attention has been paid to some of the more interesting proxy contests happening in 2024 — Disney vs. Trian vs. Blackwells anyone? — but there have been a number of cooperation agreements between activists and boards as well. Below is a look at 6 cooperation agreements that have come out since Jan 1.

2024 Activist Cooperation Agreements (So Far)

GREEN PLAINS INC (GPRE) – Ancora Cooperation Agreement
Green Plains Inc, a company in the renewable energy and sustainable fuels sector, announced a cooperation agreement with Ancora on February 6, 2024. The agreement requires the board to initiate a strategic alternatives review for Green Plains Inc. The market seems to have had a positive reaction with the stock jumping 15%. Green Plains stock had been down -41% over the past year, so shareholders will be desperate for this to mark a turnaround in performance.

PITNEY BOWES INC (PBI) – Hestia Capital Cooperation Agreement
Pitney Bowes Inc, a technology company specializing in global e-commerce solutions, entered into a cooperation agreement with Hestia Capital on January 31, 2024. Following this agreement, the stock experienced a decline of -4.38%. Key concessions include the appointment of William S. Simon and Jill Sutton to the board. Notably, Hestia Capital had previously influenced board composition in 2023 with a contested proxy fight. PBI stock is down -11% over the past year. Shareholders are also voicing serious concerns with executive compensation with only 46% supporting the latest say-on-pay vote. PBI currently has Jason Dies serving as interim CEO after ex-CEO Lautenbach was effectively pushed out after 9 years at the helm. And, it’s no surprise Hestia is in and pushing as the Boardroom Alpha Activist Vulnerability continues to be at an elevated level.

CLEAR CHANNEL OUTDOOR HOLDINGS INC (CCO) – Legion Partners Cooperation Agreement
Clear Channel Outdoor Holdings Inc, a leading out-of-home advertising company, announced a cooperation agreement with Legion Partners on January 31, 2024. Since the agreement, the stock experienced a decrease of -4.07%. Concessions include the appointment of Raymond T. White to the board and the Audit committee. Additionally, the board will add a new director with expertise in the “out-of-home” advertising sector. CCO stock is down -19% in the last year.

L.B. FOSTER COMPANY (FSTR) – 22NW Cooperation Agreement
L.B. Foster Company, a global manufacturer of infrastructure products and materials, entered into a cooperation agreement with 22NW on January 25, 2024. Following this agreement, the stock saw an increase of 3.42%. Key concessions include the addition of Alexander Jones to the board. Notably, 22NW and L.B. Foster Company had previously entered into a cooperation agreement in 2023, during which Jones was appointed as a board observer.

SUPERIOR INDUSTRIES INTERNATIONAL INC (SUP) – Mill Road Capital Cooperation Agreement
Superior Industries International Inc, a leading manufacturer of aluminum wheels for the automotive industry, announced a cooperation agreement with Mill Road Capital on January 11, 2024. Since the agreement, the stock experienced a positive change of 3.77%. The key concession in this agreement is the appointment of Deven Petito to the board. SUP’s stock, down -42% over the past year, has been on a rollercoaster over the past 5 years reaching highs near $9 in ’21 stuck between lows close to $1 before and now down again close to $3.

EMCORE CORP (EMKR) – Bradley L. Radoff Cooperation Agreement
EMCORE Corp, a provider of advanced mixed-signal optics products, entered into a cooperation agreement with Bradley L. Radoff on January 10, 2024. Following this agreement, the stock saw a significant increase of 41.3%. Concessions include the resignation of Chairman Stephen L. Domenik, an increase in the board size to six members, and the appointment of Cletus C. Glasener and Jeffrey J. Roncka to the board. EMKR stock has been on steady and rapid decline — down almost -90% over the past 3 years — and hasn’t shown any signs of stopping. It has suffered multiple significant stock price drops in the past 2 years (usually a good sign of future class action lawsuits), has an extremely high activist risk vulnerability score (a sure sign of underperformance), and has been filing its 10-Qs and 10-Ks with going concern risks for the past year.

List of 2024 Activist Cooperation Agreements So Far

TICKER COMPANY Investor / Activist Cooperation Agreement Filing Stock Change Since Days Since Concessions 8-K Filings Announcing Cooperation Agreement
GPRE GREEN PLAINS INC Ancora 2/7/24 0 0
  • GPRE to announce strategic alternatives review
GPRE – GREEN PLAINS INC – Ancora Cooperation Agreement
PBI PITNEY BOWES INC Hestia Capital 2/1/24 -4.38 6
  • Appoints William S. Simon and Jill Sutton to the board
  • Hestia previously placed board members in contested slate in ’23
PBI – PITNEY BOWES INC – Hestia Capital Cooperation Agreement
CCO CLEAR CHANNEL OUTDOOR HOLDINGS INC Legion Partners 2/1/24 -4.07 6
  • Raymond T. White appointed to board and Audit committee
  • Board will add a new director with “out-of-home” experience
CCO – CLEAR CHANNEL OUTDOOR HOLDINGS INC – Legion Partners Cooperation Agreement
FSTR L.B. FOSTER COMPANY 22NW 1/26/24 3.42 12
  • Alexander Jones to be added to the board
  • 22NW and FSTR in ’23 entered cooperation agreement and made Jones a board observer
FSTR – L.B. FOSTER COMPANY – 22NW Cooperation Agreement
SUP SUPERIOR INDUSTRIES INTERNATIONAL INC Mill Road Capital 1/11/24 3.77 27
  • appoint Deven Petito to the board
SUP – SUPERIOR INDUSTRIES INTERNATIONAL INC – Mill Road Capital Cooperation Agreement
EMKR EMCORE CORP Bradley L. Radoff 1/11/24 41.3 27
  • Chairman Stephen L. Domenik resignes
  • Increase board to 6
  • Appoint Cletus C. Glasener & Jeffrey J. Roncka to board
EMKR – EMCORE CORP – Bradley L. Radoff Cooperation Agreement
* Data as of Feb 7, 2024

More on Activist Cooperation Agreements

And, for those of you looking for more on cooperation agreements, you can check out the following resources:

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