Activism Update – May 31

• Increasing board to 10 directors
• Appointing William Jellison as an independent Class I director (2024) and Joseph Capper as an independent Class II (2025)
• Board will nominate and support Jellison at 2024 annual meeting
• Mr. Jellison and Mr. Capper will be appointed to the Capital Allocation Committee
• Board size will decrease to 9 directors at 2024 annual meeting
• Company agreed to implement a share repurchase program

• Zuma Capital Management withdraws its letter notifying Presidio of its intention to nominate directors
• Cooperation agreement in effect until 2026 annual shareholder meeting
• Board increased from 6 to 7 directors
• Elena Piliptchak added as a Class III Director with term expiring at 2026 meeting
• Elena Piliptchak to be placed on Nominating & Governance and one of the Audit, Compensation or new Strategy committees
• Zuma must maintain minimum of 3% ownership

• Increased board from 9 to 11
• Appointed Dave Guilmette and Coretha Rushing
• Annual meeting to be held no later than July 26, 2024

• Appointed Ella Benson, an employee of Oasis, to the Company’s Board of Directors

• Appointed John D. Harkey, Jr. to the board

• Including Courtney R. Mather for election as a director at the 2024 shareholder meeting
• Appointed Julio C. Acero, an Investment Analyst of Vision One, as a board advisor

• LB Partners, owning ~7.9% of WOW, is the second-largest and largest non-conflicted owner after Crestview Partners.
• WideOpenWest received an unsolicited acquisition offer for $4.80 per share two days before their strong Q1 report.
• The Special Committee was formed to evaluate this offer in line with the Board’s fiduciary duties.
• The proposed price is considered offensively low by LB Partners.
• The offer by Crestview and DigitalBridge Investments attempts to exploit a period of undervaluation.
• WOW is significantly undervalued at both $3.70 and $4.80 per share, with a fair value estimated at over $10.00 per share.
• For all the points LB Partners makes in their letter, read here.

“We have been shareholders of Heliogen, Inc. (the “Company” or “Heliogen”) for almost a year. We are quite disappointed with the performance of the Company’s common stock, which is -99.9% in the past year.”

• Adiumentum owns approximately $5.6M of ATRA stock and intends to engage with management

• Had originally filed a 13-G (i.e. passive), but have since decided to engage management on potential ways to increase shareholder value

• Investors were excited to see Ramaswamy’s activist push into Buzzfeed as the stock jumped more than 50% in pre-market trading
• Plans to discuss “numerous operational and strategic opportunities to maximize shareholder value, including a shift in the Company’s strategy” with the board/management.

• On May 22, 2024 Kimmeridge withdrew its nominees in light of the Silverbow’s pending sale to Crescent Energy
• Ben Dell, Co-Founder and Managing Partner of Kimmeridge, said, “While we are disappointed that SilverBow’s Board does not appear to have run a comprehensive sales process, our campaign was always underpinned by a strong belief that consolidation is in the best interests of shareholders.”
• Read SilverBow’s sale announcement here

• SilverBow Resources has rejected multiple offers, over the past two years, by Kimmeridge Energy Management — the latest offer valued SBW at $2.1 billion
• SilverBow believes the offer substantially undervalues the company
• Kimmeridge holds a 12.9% stake in SilverBow, along with Riposte Capital, the second-largest shareholder
• Kimmeridge is also attempting to get 3 directors onto the board
• SilverBow has rejected the three nominees citing concerns over their independence and representation of all shareholders’ interests
• May 21st meeting was adjourned to “allow additional time for recent developments to be considered by shareholders”
• Shareholder meeting will reconvene on May 29th, 2024

• Xperi announced that all 5 incumbent directors were elected at the May 24th meeting.

• Rubric Capital opposes 2 of the 5 directors up for re-election: Deborah S. Conrad and Thomas A. Lacey
• Rubric filed their first 13 D on January 23, 2024
• Rubric sent XPER board a letter on January 22, 2024 nominating their directors
• Xperi began trading as a separate company on Oct 1, 2022 after spinning out of Xperi Holding (no named Adeia Inc)
• Xperi is down nearly 30% since the spin-off
• Xperi has an elevated Boadroom Alpha Activist Vulnerability Score and C- average board rating
• CEO Kirchner was paid $9.9M in 2022 despite the significant shareholder losses
• Xperi powers the next generation of smart devices, automobiles and entertainment experiences of all kinds

• All Genco directors were elected with over 85% support
• Say-on-Pay received 87% support
• Genco said: “We believe that the decisive results of this meeting reflect our shareholders’ confidence in Genco’s Board of Directors and management team and our Comprehensive Value Strategy.”
• Full voting results: 8-K 5.07

• GK Investor / George Economou has provided notice that it is nominating 2 directors: Randee Day and Robert M. Pons
• George Economou: “As a significant Genco shareholder, I strongly believe in the Company’s potential to deliver improved value for shareholders. Both Randee and Robert have highly relevant backgrounds that would, in my view, be additive in the boardroom and would help address Genco’s lagging performance. I believe the entire Board would benefit from their fresh perspectives and collective knowledge of the maritime and technology sectors and experience in finance, corporate strategy and governance.”

• Crown Castle (CCI) announced via press release that all 12 of the company’s nominees were elected to the the board.
• There was no mention of vote counts, so we’ll need to wait for the official 8-K 5.07 to be filed.

• Crown Castle Inc. is facing a proxy battle initiated by its co-founder, Ted B. Miller, and his investment vehicle.
• Ted B. Miller criticized the Board’s actions, asserting that they wasted shareholder resources during a period of significant value destruction.
• Boots Capital called for immediate change, advocating for new independent directors and a fresh start.
• Miller points to Crown Castle’s board rewriting its cooperation agreement with Elliott Management as an admission that the initial process was tainted.
• The rewritten agreement still did not require Elliott to maintain an equity position in the company.
• Miller has filed a lawsuit to invalidate Crown Castle’s cooperation agreement with Elliott.

• 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.

• Seeking to elect 4 directors: Thomas D. Sullivan, John Jason Delves and Jill Witter
• Recommending voting “WITHHOLD” for company nominees: Douglas T. Moore, Ashish Parmer and Nancy M. Taylor
• F9 group includes Mr. Sullivan who founded the company in 1994 and served as Chair through 1994
• F9 previously made a bid to acquire the company for $5.76 per share — a 100% premium to the then 52-week low of $2.75

• Politan Capital, owning ~9% of MASI, has nominated two directors to the board of Masimo
• Politan Capital previously won two board seats at last year’s shareholder meeting
• Politan has nominated William Jellison, former CFO of Stryker and Darlene Solomon, former CTO of Agilent Technologies
• Politan paints a picture (see their filings) of MASI being uncooperative and freezing their board members out
• Masimo (see their filings) refutes Politan’s claims

• ZimCal looking to add Stephen Hodges and Judd Deppisch to the board
• ZimCal flags long-term underperformance with Medallion down 40% over the last 10 years and heightened near-term risk from subprime exposure
• ZimCal has published a site supporting its case at: https://restoretheshine.com/

• 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.

• 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

• 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.”
• Seeking