Enhabit (EHAB)issued a letter to stockholders in order to “address misstatements made by AREX Capital Management.” Arex released what it called a “Comprehensive Plan to Deliver Enduring Value for Enhabit Stockholders.” The Arex presentation is available at their campaign website: www.rehabehab.com.
LL Flooring Holdings (LL) announced that it is making progress in toward selling its Sandston, Virginia distribution center. But, alongside that potentially positive news is notified shareholders that it may not have sufficient liquidity to meet its requirements under their asset-backed revolving facility credit agreement. Activist F9pushed on LL’s liquidity problems in their latest campaign activity.
Masimo(MASI)published a presentation pushing its case that its team has the right track record and plan, while Politan is a risk to shareholders. Part of MASI’s case is that Politan’s track record as a member of the board over the past 12 months doesn’t suggest that giving more power to Politan is not in the best interest of shareholders. Politan launched their campaign website, www.AdvanceMasimo.com, which lays out its case against MASI’s board. Politan also released a detailed letter going in-depth on the MASI’s performance under the current board, including how it is trailing even its own selected peer set on total shareholder return measures.
MASI makes its case against Politan
Arex Capital makes its case against EHAB
Latest Activism and Governance research from Boardroom Alpha:
Appoint Clara Nag McBane to the board as a class B director
Ms. McBane will join the Compensation and Nominating and Corporate Governance Committees.
Clayton cannot acquire more than 14.9% of the company
Agreement lasts until company decides not to nominate Ms. McBane at the 2025 meeting, at closing of 2025 meeting, or no later than Augusts 31, 2025.
Ms. McBane, age 37, is the founder and Chief Executive Officer of Ventura Energy Partners LLC, which is a developer of behind-the-meter and community sized solar and storage systems
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.
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.”
Discover the latest executive leadership changes in top U.S. public companies, including CEO and CFO appointments at Anterix, Astec Industries, and Benchmark Electronics. Stay informed on industry shifts and leadership transitions in finance, technology, and healthcare.
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
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