2024 Activist Cooperation Agreements – Through February

Summary

2024 continues to bustle with activist activity — we’re tracking seventeen activist cooperation agreements below and that’s outside early 13-D / activist engagements and on-going proxy battles like Starbucks (SBUX) and Disney (DIS). In February alone (and a couple days into March to be fair) we saw Fund 1 Investments, Carl Icahn, and Land & Buildings each get into 2 cooperation agreements. The markets have generally reacted positively to the cooperation agreements with most stocks showing positive returns since announcement. We expect to see continued agreements as the universal proxy mandate gives activists a little more leverage and tactical maneuvering room than they’ve previously had.

Quick Links

• Weekly Activism & Executive Moves Review (Feb 26 – Mar 1)
• 2023 Activist Cooperation Agreements
• An Early Look at 2024 Activist Cooperation Agreements

February 2024 Activist Cooperation Agreements (and 2 from March)

VENTAS INC – LAND & BUILDINGS
Ventas Inc. is a real estate investment trust (REIT) specializing in healthcare properties. Land & Buildings, an activist investment firm, entered into a cooperation agreement with Ventas Inc. on March 4, 2024. As part of the agreement, Ventas appointed Theodore R. Bigman and Joe V. Rodriguez, Jr. to its board of directors. Land & Buildings first sent a letter to Ventas in September 2023. In the letter, the activist argued that total shareholder return, earnings growth and senior housing operating NOI all underperformed and worsened relative to Welltower, their closest peer. At the time Ventas was down -10% for the past 5 years versus Welltower’s 50% gain.

INDEPENDENCE REALTY TRUST INC – ARGOSY-LIONBRIDGE REAL ESTATE SECURITIES, SAMUEL FOSTER, AND MARION KIRWIN
Independence Realty Trust Inc. is a real estate investment trust focused on acquiring and owning well-located garden-style and mid-rise apartment properties. On March 1, 2024, Argosy-Lionbridge Real Estate Securities, along with activists Samuel Foster and Marion Kirwin, reached a cooperation agreement with the company. The stock has seen a change of 5.33% since the filing of the agreement. The agreement involved adding Craig Macnab to the board.

CITI TRENDS INC – FUND 1 INVESTMENTS
Citi Trends Inc. operates as a value-priced retailer of urban fashion apparel and accessories. Fund 1 Investments, an activist investor, entered into a cooperation agreement with Citi Trends Inc. on February 29, 2024. Since then, the stock has risen by 9.62%. Fund 1 Investments first filed a 13-D in September 2023 and has grown their position to approximately 16% of Citi Trends. The agreement entails appointing David Heath, Charles Liu, and Michael Kvitko to the board at the annual meeting, with observer status until then. Additionally, three existing directors, Brian Carney, Laurens Goff, and Christina Francis, will retire at the meeting.

BJS RESTAURANTS INC – FUND 1 INVESTMENTS
BJs Restaurants Inc. owns and operates casual dining restaurants primarily in the United States. Fund 1 Investments reached a cooperation agreement with the company on February 28, 2024. Fund 1 filed their 13-D on January 18, 2024 disclosing a 9.5% ownership stake. The activist argued in the filing that “it believes that now is an opportune time to explore strategic alternatives, and that the Issuer would be attractive and highly accretive to multiple viable buyers if the process were well managed.” The stock has experienced a 4.05% increase since the agreement filing. As part of the agreement, BJs will establish a “Shareholder Value Initiatives” committee and appoint C. Bradford Richmond, previously CFO of Darden (DRI), to the board.

NEVRO CORP – ENGAGED CAPITAL
Nevro Corp develops and markets products for the treatment of chronic pain. Engaged Capital, an activist investor, entered into a cooperation agreement with Nevro Corp on February 21, 2024. Engaged Capital disclosed a 6% stake a December 2023 13-D filing. Engaged believed that Nevro should pause any additional acquisitions and to consider a sale to a larger rival. Since the agreement filing, the stock has declined by 17.28%. The agreement resulted in the addition of Kirt P. Karros to the board.

SUN COMMUNITIES INC – LAND & BUILDINGS
Sun Communities Inc. is a real estate investment trust that owns, operates, and develops manufactured housing and recreational vehicle communities. On February 16, 2024, Land & Buildings, an activist investment firm, reached a cooperation agreement with Sun Communities Inc. The stock has seen a 3.44% increase since the agreement filing. However, it remains down over -12% over the past 3 years. The agreement involved appointing Jerry Ehlinger and Craig A. Leupold to the board and establishing the “Capital Allocation Committee.” Say-on-pay has been an issue at Sun Communities with the 2023 vote only having an 84% FOR vote.

JETBLUE AIRWAYS CORP – CARL ICAHN
JetBlue Airways Corp is a major American low-cost airline. Carl Icahn, entered into a cooperation agreement with JetBlue Airways Corp on February 16, 2024. After initially jumping 10% on news of the agreement, the the stock has decreased by 9.64%. However, JetBlue stock has been hit hard by the Justice Department blocking its planned merger with Spirit Airlines. the JetThe agreement includes adding Jesse Lynn and Steven Miller to the board following the annual meeting.

LIFEVANTAGE CORP – BRADLEY L. RADOFF & SUDBURY CAPITAL
LifeVantage Corp operates as a science-based network marketing company. Bradley L. Radoff & Sudbury Capital, activist investors, reached a cooperation agreement with LifeVantage Corp on February 15, 2024. As the fight progressed, both ISS and Glass Lewis noted their belief that boardroom changes were warranted. The fight involved significant public back and forth with the Radoff group stating at one point: “LifeVantage’s recent investor presentation and self-serving statements publicized by Board members fail to directly respond to the concerns we have raised and only reinforce that fresh perspectives are desperately needed in the boardroom.” The stock has risen by 8.86% since the agreement filing. As part of the agreement, Dayton Judd was appointed to the board, and the activists withdrew their Section 220 demand to see books and records. Life Vantage shareholders made their discontent clear in 2023 with several directors only receiving 50% support, two in the 60s, and the others in the low 90s.

AMERICAN ELECTRIC POWER CO INC – CARL C. ICAHN & HUNTER GARY
American Electric Power Co Inc is a major electric utility company in the United States. Carl C. Icahn and Hunter Gary, activist investors, entered into a cooperation agreement with American Electric Power Co Inc on February 12, 2024. Since then, the stock has increased by 9.54%. AEP has underperformed the S&P 500 across 1, 3, and 5-year time frames. It also had an elevated activist vulnerability score and high CFO turnover. The agreement led to the appointment of Hank Linginfelter and Hunter Gary to the board, with certain conditions regarding board committees and CEO appointment considerations.

ANYWHERE REAL ESTATE INC – ANGELO GORDON & CO
Anywhere Real Estate Inc is a real estate investment trust focused on owning and managing a diverse portfolio of rental properties. Angelo Gordon & Co, an activist investment firm, reached a cooperation agreement with Anywhere Real Estate Inc on February 8, 2024. The stock has declined by 11.22% since the agreement filing. Joseph Lenz was appointed to the board as part of the agreement.

GREEN PLAINS INC – ANCORA
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 – HESTIA CAPITAL
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 – LEGION PARTNERS
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.

List of 2024 Activist Cooperation Agreements (Through February)

* Activist Cooperation Agreement data as of March 4, 2024

More on Activist Cooperation Agreements

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

• 2023 Activist Cooperation Agreements
• FAQ: What are Activist Cooperation Agreements?