In its latest attacks on Blackwells, Braemer Hotels (BHR) hit out at Blackwells for its investment in Peloton (PTON). They also continue to get personal against Blackwells’ founder Jason Aintabi saying he is “playing with daddy’s money.”They also raise Blackwells’ efforts at Disney (DIS) as a failure where they spent an estimated $6M and only received 2% of the vote for the directors on its slate. Blackwells is also pushing its “No More Monty” campaign with direct hits at Braemar directors both for lacking outside board experience and poor BHR performance under their tenure. Blackwells also continued its “Buffoonery” angle calling out BHR for what it believes are statements disconnected from the reality of BHR performance.
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Enhabit (EHAB) CEO Barb Jacobsmeyer has made an appeal directly to EHAB employees in an effort to get every vote possible in its fight with Arex Capital Management.
LL Flooring Holdings (LL) sent a letter to all its shareholders making its case for the board and not giving supporting the F9 Investments campaign. F9 sent its own letter to support its case and making claims that the LL letter is “FILLED WITH DISTORTIONS OF THE FACTS AND DISHONEST PERSONAL ATTACKS.”
Nominating four directors: Michael Cricenti, Jennifer M. Hill, Betsy L. McCoy and Steven J. Pully
Proposal to remove “overreaching” advance notice bylaw provision
Proposal to urge the Board to amend the Bylaws to preclude any current or former employee, director, officer, or control person of the Corporation or Ashford (as defined in the Proxy Statement) and Ashford’s affiliates from serving as the Corporation’s chairman of the Board
Proposal to require the Board to disclose all extraordinary transaction proposals made by stockholders, affiliates and third parties during the two most recently completed calendar years and the terms of those proposed transactions
Proposal to require the Board to disclose all compensation paid by the Corporation to members of the Bennett family, The Dallas Express and employees, directors or agents of The Dallas Express, including Louis Darrouzet
AREX Capital owns 4.8% of the shares of Enhabit (EHAB)
AREX Capital believes EHAB strategic review should have resulted in a sale of the company.
AREX Capital believes EHAB board lacks “Health and Hospice” expertise
AREX nominating 7 directors to the board: Megan Ambers, James T. Corcoran, Maxine Hochhauser, Mark W. Ohlendorf, Anna-Gene O’Neal, Dr. Gregory S. Sheff, Juan Vallarino.
Nominating two directors to the board: Brad Favreau and Daniel Silvers
Engine Capital believes that MRC is significantly underperforming, especially relative to DNOW Inc.
Engine Capital believes that MRC’s inability to settle it’s ongoing dispute with Cornell Capital is preventing MRC from optimizing capital structure
Engine Capital believes that MRC’s M&A strategy is flawed and that CEO Rob Saltiel does not have a successful track record in acquisitions or integrations
Shah Capital Management intends to vote against Novavax directors Richard H. Douglas, Margaret G. McGlynn, and David Mott
Shah Capital Management believes that Novavax is undervalued and continues to suffer from poor profitability, despite the substantial value to be unlocked in the Company’s Matrix-M adjuvant platform and non-mRNA protein vaccine portfolio.
Shah Capital Management met with management and the board multiple times over the course of 2023 and 2024, but believes Novavax has been unresponsive to their suggestions.
Mismanagement and Poor Performance: The letter claims that Salarius Pharmaceuticals is mismanaged by its current Board and management, leading to a significant decline in shareholder value and underperformance of the company.
Compensation Issues: The letter criticizes the Board for failing to establish a culture of accountability, highlighting excessive and poorly justified salary increases and stock option grants to executives despite the company’s poor performance and declining stock price.
Misaligned Incentives: The author points out that the Board members and executives hold a minimal percentage of the company’s shares and have not made open market purchases, indicating a lack of alignment with shareholder interests.
Questionable Decisions and Lack of Transparency: The letter accuses the Board of engaging in “curious compensation practices” and “disclosure diffusion,” making it difficult for shareholders to get a clear understanding of executive compensation and undermining informed voting.
Call for Change: The activist argues for the need for new Board members with fresh perspectives and better alignment with shareholder interests, expressing a lack of confidence in the current Board’s ability to improve the company’s performance and accountability.
Clayton Partners, JSCC Family Trust, and Jason Stankowski are contesting the proxy
Clayton is nominating Jason Stankowski and Clara Nagy McBane to the board
Clayton believes the company is not being managed to the benefit of its shareholders — believes “Spruce is, at worst, a break-even business and has significant opportunities for positive cash flow generation going forward”
Clayton disagrees with the company not buying back any stock despite trading at a 25% discount to the estimated value of the stock
WisdomTree, Inc. (WT) released a press release on June 12th announcing that all nine WT nominees were elected.
WT said “Voters repudiate ETFS Capital And Graham Tuckwell”
WT also said all other proposals, including say-on-pay for the year and say-on-pay frequency passed.
The 8-k with certified results will help provide better insights into the actual support levels as there is no mention in the press release.
ETFS Capital owns approximately 10% of Wisdom Tree (WT) and believes “immediate action to unlock significant value for all stockholders and halt further value destruction.”
Puts a focus on WT’s strategy of transitioning to a decentralized finance (DeFi) business and believes that it resulted in poor management of the core, profitable ETF business.
Believes the company’s true value lies in its ETF business, which suffers from poor profitability despite record assets under management.
Believes its attempts to be collaborative have been met with ” a public and bafflingly hostile response.”
IRAA and BNIX Shareholders Approve Extensions. LCW Deal Vote Set. HCVI and ROSS Extension Votes Set. EURK Separate Trading.
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