Weekly Activism & Executive Moves Review (May 24)

“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.

• 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.

• 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

• 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