13D weekly report - March 09, 2026 to March 13, 2026
Land & Buildings Issues Letter Detailing Why Change Is Needed at First Industrial Realty Trust (FR)
Key Summary: On February 26, 2026, Land & Buildings criticized First Industrial Realty Trust’s governance, engagement, and underperformance, citing entrenched directors, poor board refreshment, and misaligned incentives. It urged asset sales ($500M–$1B), capital returns, and potential strategic alternatives, and nominated Jonathan Litt to the board at the 2026 AGM. L&B highlighted a 100+ bps valuation gap vs. peers and reiterated ~$73 NAV, implying ~20% upside.
Market Cap: $8.6 billion | First Industrial Realty Trust, Inc. is a leading U.S.-only owner, operator, developer and acquirer of logistics properties.
On February 26, 2026, Land & Buildings Investment Management issued a letter criticizing First Industrial Realty Trust’s insular board culture, weak shareholder engagement, and persistent underperformance. The firm pointed to governance and communication failures, long-tenured directors, lack of board refreshment, and misaligned compensation, while urging actions such as $500M–$1B in asset sales, capital returns, an investor day, and potential strategic alternatives if the valuation gap persists. It also nominated its founder, Jonathan Litt, to the board at the 2026 AGM. L&B noted FR trades at a mid-6% implied cap rate versus low-5% for peers like Prologis and EastGroup, implying a 100+ bps valuation gap, and reiterated its ~$73 NAV estimate, suggesting ~20% upside. Source
On March 9, 2026, Land & Buildings Investment Management issued an open letter to the shareholders, arguing the company trades at a significant “governance discount” due to an entrenched board and weak oversight. The activist estimates FR shares could be about $15 higher (over 20% upside) if valued in line with peers. Land & Buildings criticized long board tenure, rising CEO compensation, and resistance to governance changes, and announced plans to vote against directors Matthew Dominski and H. Patrick Hackett at the 2026 annual meeting while nominating its founder Jonathan Litt to the board.
RPD Fund Management begins discussions with board of Domo, Inc (DOMO)
Key Summary: On March 9, 2026, RPD Fund Management (12%) said it recently began discussions with the company’s board and management on operational and strategic opportunities to enhance shareholder value.
Market Cap: $178 million | Domo, Inc., together with its subsidiaries, operates a cloud-based modern AI and data products platform in North America, Western Europe, Australia, Japan, and India.
On March 9, 2026, RPD Fund Management (12%) stated that they have recently begun discussions with the company’s board and management about operational and strategic opportunities to enhance shareholder value. Source
Beretta Holding to Nominate Four Directors to Sturm, Ruger & Company, Inc.(RGR)
Key Summary: On February 24, 2026, Beretta Holding notified the company of its intent to nominate four director candidates for election at the 2026 annual meeting
Market Cap: $605 million | Sturm, Ruger & Company, Inc., together with its subsidiaries, designs, manufactures, and sells firearms under the Ruger name and trademark in the United States.
· On February 24, 2026, Beretta Holding (9.95%) nominated four director candidates—William Detwiler, Mark DeYoung, Fredrick DiSanto, and Michael Christodolou—for election at the 2026 annual meeting. Beretta cited sustained shareholder value destruction driven by margin compression, poor capital allocation, weak governance, and misaligned incentives, highlighting minimal insider ownership, net insider selling, and severe underperformance versus peers and benchmarks. It argued the current board lacks relevant expertise and accountability, and that meaningful board change is necessary to restore oversight, improve performance, and maximize long-term shareholder value. Source
· On March 5, 2026, Beretta Holding criticized the company’s weak Q4 and FY2025 results, citing declining margins, falling earnings, and ineffective strategy under current leadership. Beretta reiterated its push for board change at the 2026 annual meeting, promoting its four director nominees and arguing a governance reset is needed to restore profitability and accountability. Source
· On March 10, 2026, Beretta Holding denied seeking control, stating it proposed only a strategic minority investment and limited board representation to improve performance. Beretta criticized Ruger’s board for resisting engagement, maintaining entrenched leadership despite underperformance, breaching confidentiality, and said it remains open to a negotiated solution. Source
Stilwell nominated a director nominee to the Board of Peoples Financial Corporation (PFBX)
Key Summary: On January 22, 2026, Joseph Stilwell announced his notice of intent to nominate Stewart F. Peck for election as a director at the company’s upcoming 2026 annual meeting of shareholders
Market Cap: $94 million | Peoples Financial Corporation operates as the bank holding company for The Peoples Bank that provides banking, financial, and trust services to government entities, individuals, and small and commercial businesses in Mississippi.
· On January 22, 2026, Joseph Stilwell announced his notice of intent to nominate Stewart F. Peck for election as a director at the company’s upcoming 2026 annual meeting of shareholders
· On February 25, 2026, Joseph Stilwell filed proxy materials urging shareholders to elect Stewart F. Peck to the board at the 2026 Annual Meeting
· On March 10, 2026, Joseph Stilwell stated that management and the board have poorly served shareholders and that the company should explore all options to maximize shareholder value. He also noted that his director nominees from 2021–2025 were not elected, and that the Federal Reserve approved his requests after the 2022 and 2024 annual meetings to increase ownership up to 14.9% and 19.9%, respectively. Source
Past
· Joseph Stilwell, a significant shareholder, consistently advocated for maximizing shareholder value through various means from November 2020 to April 2022, though his board nominees were not successful. His holdings increased to 11.2% by July 2022. In January 2023, with an 11.7% stake, Stilwell nominated Rodney H. Blackwell for directorship and criticized the management and board for nepotism and poor bond purchases overseen by Chevis Swetman's son, Tanner. Despite his efforts, his nominee was not elected to the board at the April 26, 2023 AGM.
· On January 25, 2023, Joseph Stilwell (11.3%) announced that he served his notice of intent to nominate Rodney H. Blackwell for election as director at the company's upcoming annual meeting, with Stewart F. Peck as the alternate nominee. Also, Stilwell stated his belief that management and the directors have ill served the shareholders, and the company should explore all possibilities to maximize shareholder value. Source
· On March 16, 2023, Joseph Stilwell filed proxy materials seeking support for his nominee.
· On March 23, 2023, Joseph Stilwell sent a letter to the shareholders expressing his concerns that the company suffers from a toxic brew - nepotism, weak oversight, and a lack of competence in management. He stated that in the last year alone, the Company lost over $6 per share because of inept bond purchases overseen by Chevis Swetman’s son, Tanner. Somehow or other, Tanner was promoted to COO.
· On April 12, 2023, Joseph Stilwell (11.7%) filed proxy materials seeking support for his nominee and issued a letter (refer, "Exhibit 20") to the shareholders expressing his concerns over the performance of the management and board.
· On April 19, 2023, Joseph Stilwell (11.7%) filed proxy materials seeking support for his nominee and issued a letter (refer, "Exhibit 20") to the shareholders expressing his concerns over the performance of the management and board.
· At the AGM held on April 26, 2023, Stilwell's nominee was not elected to the board by the shareholders.
· On January 22, 2024, Joseph Stilwell (12.7%) announced his intent to nominate Stewart F. Peck for election to the Board at the 2024 AGM. Source
· On March 1, 2024, Joseph Stilwell filed proxy materials seeking support for his nominee.
· On March 12, 2024, Joseph Stilwell mailed a letter to the stockholders seeking vote for his nominee.
· On April 1, 2024, Joseph Stilwell mailed a letter to the stockholders raising concerns regarding the company's Chairman, President, and CEO, Chevis Swetman, regarding his stewardship and the decline in shareholder value over the last quarter-century. Despite this decline, Swetman's compensation has remained substantial, including significant benefits from employee and director benefit plans.
· At the AGM held on April 29, 2024, Stilwell's nominee was not elected to the Board.
· On September 26, 2024, Joseph Stilwell (13.7%) stated his belief that management and the directors have ill served the shareholders, and the company should explore all possibilities to maximize shareholder value. Source
· On January 27, 2025, Joseph Stilwell announced his intention to nominate Stewart F. Peck for election to the Board at the 2025 AGM. Source
· On February 28, 2025, Joseph Stilwell filed proxy materials seeking support for his nominee.
· At the AGM held on April 23, 2025, Stilwell's nominee was not elected to the board by the shareholders
Al Shams Investments LTD warns board over governance concerns and potential legal action at Braemar Hotels & Resorts Inc (BHR)
Key Summary: In March–June 2024, Blackwells Capital launched an activist campaign at Braemar Hotels & Resorts seeking board changes, governance reforms, and termination of the Ashford management agreement, including nominating four directors, filing lawsuits, and soliciting shareholder support.The campaign ended with a July 2, 2024 cooperation agreement, but major shareholder Wafic Rida Saïd (≈9.8%) continued pressing governance concerns through letters and emails and warned in March 2026 of potential legal action over insider arrangements and excessive fees. In June 2025, Bob Ghassemieh and other shareholders nominated three directors and accused the board of manipulating the AGM timeline, but in August 2025 he reached a cooperation agreement and joined the board. In February 2026, the company accused him of breaching the agreement and accepted his resignation, which he disputed as baseless and retaliatory.
Market Cap: $232 million | Braemar Hotels & Resorts Inc. is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.
Blackwells Capital LLC & Al Shams Investments LTD
· On March 22, 2024, Blackwells Capital LLC, along with its affiliates and Jason Aintabi, solicit support from stockholders for significant changes at the upcoming 2024 Annual Meeting. The changes proposed are aimed at aligning the corporation's governance policies and board composition more closely with all stockholders' best interests. This effort is encapsulated in the Proxy Statement and involves the election of four Blackwells nominees — Michael Cricenti, Jennifer M. Hill, Betsy L. McCoy, and Steven J. Pully — to the board for one-year terms. Additionally, Blackwells proposes several governance changes:
o Removing the Bylaws' Overreaching Advance Notice Provision.
o Preventing any current/former employee, director, officer, or control person of the Corporation or its affiliates from serving as chairman of the Board.
o Disclosing all extraordinary transaction proposals received in the past two years and their terms.
o Disclosing all compensation paid to the Bennett family, The Dallas Express, and its employees, directors, or agents.
· On March 29, 2024, Blackwells Capital filed proxy materials seeking support for its nominees and proposals.
· On April 9, 2024, Blackwells Capital issued a presentation regarding the management fees paid by the company to its advisor, Ashford Hospitality Advisors, LLC, a subsidiary of Ashford Inc.
· On April 10, 2024, Blackwells Capital issued a press release and launched a website, www.NoMoreMonty.com, to communicate with the shareholders in connection with the Corporation’s 2024 AGM.
· On April 11, 2024, Blackwells Capital filed a lawsuit in the Northern District of Texas against the company and its directors. The complaint accused the corporation of rejecting Blackwells' nomination notice improperly, breaching its bylaws, and violating the Securities Exchange Act of 1934 by issuing misleading statements and omitting necessary disclosures about The Dallas Express as a proxy participant. Source
· On May 2, 2024, Blackwells Capital filed proxy materials seeking support for its nominees and proposals. Source
· On May 9, 2024, Blackwells Capital issued a presentation entitled “Too Little, Too Late” regarding the company.
· On May 20, 2024, Blackwells Capital released a presentation entitled “The Buffoonery of Monty Bennett” exposing Monty Bennett’s buffoonery
· On June 3, 2024, Wafic Rida Saïd, Al Shams Investments LTD (9.8%), sent an email to Monty J. Bennett, the Chairman of the company, and Richard J. Stockton, the CEO and President of the company, setting forth certain recommendations relating to the management, including the termination of its management agreement with Ashford Inc., and replacement of some directors with independent directors. Source
· On June 10, 2024, Blackwells Capital released a presentation criticizing Monty Bennett's leadership. Blackwells, supported by independent shareholders, aims to end Braemar's management agreement with Ashford Inc. and reconstitute the Board. Brancous LP1 and Braemar’s second-largest shareholder both voiced concerns about governance and called for changes. Blackwells urges shareholders to vote "FOR" their nominees and proposals on the WHITE proxy card and "AGAINST" Braemar’s executive compensation resolution. Source
· On June 21, 2024, Blackwells Capital released a letter to shareholders criticizing Mr. Bennett and his associates for poor leadership, extracting nearly a billion dollars in fees, and misleading shareholders. Jason Aintabi, CIO of Blackwells, condemned Mr. Bennett’s actions and called for change, supported by major shareholders like Campbell Capital Management (CCM) and Brancous LP. CCM highlighted the lack of long-term growth under Mr. Bennett and endorsed Blackwells' efforts to restructure Braemar for the benefit of all shareholders.
· On July 2, 2024, the company reached a cooperation agreement with Blackwells Capital LLC, wherein Blackwells will withdraw director nominations, cease proxy solicitation, support Braemar's directors and proposals at the 2024 Annual Meeting, and purchase 3.5 million shares of Braemar stock, partly financed by Braemar. Braemar will also add an additional independent director to its Board of Directors and will consider Blackwells’ input in this selection.
· On July 4, 2024 Mr. Said, Al Shams Investments LTD sent an email to Mr. Stockton and Mr. Bennett expressing concerns about the terms of a Cooperation Agreement entered into on July 2, 2004 among the Company, Ashford Hospitality Trust, Inc. and Ashford Inc., on the one hand, and Blackwells Parties, on the other hand regarding the withdrawal of the Blackwells Parties’ proxy campaign, dismissal of pending litigation involving the parties and certain other matters.
· On July 25, 2024 Mr. Said, Al Shams Investments LTD sent an email to Mr. Bennett and Mr. Stockton, expressing displeasure and frustration at the status of discussions with the company, reiterating key proposals in prior communications and requesting commitments from the company by the end of July 2024. Source
· On November 7, 2024 Mr. Said, Al Shams Investments LTD sent a letter to the shareholders expressing concerns over significant corporate governance issues, including conflicts of interest and excessive management fees paid to Ashford Inc., controlled by Braemar’s board chair, Monty Bennett. Despite repeated requests for reforms—such as ending Braemar’s management agreement with Ashford, renegotiating termination fees, and appointing independent board members—Braemar has not taken action. Al Shams is now considering a proxy fight and has initiated an investigation into potential breaches of fiduciary duty by Braemar's leadership. Al Shams believes that removing these conflicts and bringing in fresh leadership could restore Braemar's long-term success.
· On March 6, 2026, Wafic Rida Saïd (≈9.8% shareholder) sent a letter to Braemar Hotels & Resorts’ board raising concerns about governance, fiduciary oversight, and insider arrangements, citing shareholder complaints about fees received by Chairman Monty Bennett and potential termination payments exceeding $480 million. He warned that if directors fail to protect shareholder interests and address conflicts of interest, he may pursue legal action.
Bob Ghassemieh
· On June 2, 2025, Mr. Bob Ghassemieh (together with other angry shareholders) nominated himself, Fred Ghassemieh and Samuel Jagger for election at the 2025 AGM. They also accused the board of manipulating the AGM timeline to obstruct nominations. They intend to continue engaging with management, the Board, stockholders, and others regarding their investment, Board representation, Board composition, and other strategic initiatives.
· On August 25, 2025, Mr. Bob Ghassemieh entered into a cooperation agreement with the company pursuant to which the Issuer appointed Bob Ghassemieh to the Board. The company has also agreed to nominate Mr. Ghassemieh for election at the 2025 and 2026 AGM.
· On February 20, 2026, the company accused director Bob Ghassemieh of breaching the Cooperation Agreement and accepted his escrowed resignation. He denied all allegations, called them baseless and retaliatory, but resigned citing inability to fulfill fiduciary duties. He also noted the agreement was signed before undisclosed sale plans and a large Ashford termination fee. On February 23, his counsel formally disputed the claims. Source
Veradace Capital pushes for two new directors to SoundThinking, Inc (SSTI) amid performance concerns
Key Summary: On March 10, 2026, Veradace Capital Management raised concerns about the company’s performance and lack of shareholder representation on the board and requested the addition of two new directors.
Market Cap: $93 million | SoundThinking, Inc., a public safety technology company, provides data-driven solutions and strategic advisory services for law enforcement, security teams, and civic leadership.
On March 10, 2026, Veradace Capital Management raised concerns about the company’s performance and lack of shareholder representation on the board and requested the addition of two new directors. Source
Starboard urges Lamb Weston (LW) to expand cost cuts and review APAC operations to restore margins
Key Summary: On March 8, 2026, Starboard Value urged Lamb Weston to expand its cost reduction program to about $500M, primarily through SG&A cuts targeting 4.5% of revenue, to unlock higher earnings potential. The firm also recommended reviewing APAC operations for potential divestiture, arguing these steps could restore ~25% EBITDA margins and improve shareholder value. On October 18, 2024, JANA Partners and Continental Grain Company announced plans to engage with the board and management on issues like shareholder underperformance, operational deficiencies, and strategic alternatives due to the company's poor performance history. On June 30, 2025, the company entered into a cooperation agreement with JANA Partners and Continental Grain to appoint six directors
Market Cap: $6 billion | Lamb Weston Holdings, Inc. engages in the production, distribution, and marketing of frozen potato products in the United States, Canada, Mexico, and internationally.
Starboard Value
On March 8, 2026, Starboard Value wrote to Lamb Weston CEO Mike Smith stating that while the company has made encouraging progress since the leadership transition—improving pricing discipline, volumes, and capacity utilization—greater actions are needed to unlock its full earnings potential. Starboard urged Lamb Weston to expand its cost reduction program beyond the currently announced $250 million, targeting roughly $500 million in total savings, primarily through reductions in SG&A, and to set a goal of Adjusted SG&A at 4.5% of revenue. The activist also recommended a strategic review of certain APAC operations, which it believes generate minimal earnings and could attract buyer interest. Starboard argued that these steps could restore EBITDA margins to around 25%, improve capital allocation, and enhance shareholder value, noting that the company’s current valuation appears attractive relative to its long-term potential. Source
JANA Partners and Continental Grain Company
· On October 18, 2024, JANA Partners and Continental Grain Company (together 5.4%) announced plans to engage with the company's board and management to address key issues, including shareholder underperformance, operational deficiencies, capital spending alignment, share repurchase strategies, investor communications, management compensation, environmental standards, resource oversight, corporate governance, and potential strategic alternatives due to the company's poor performance history. Source
· On December 16, 2024, JANA Partners and Continental Grain Company issued a letter to the Board criticizing the company's poor performance, citing operational failures, ineffective leadership, and mismanagement of capital and corporate governance. JANA attributed Lamb Weston's struggles to chronic mis-execution, questionable capital allocation, and inadequate Board oversight, leading to significant financial losses and reputational damage. JANA suggested a formal review of strategic alternatives, including a potential sale, to maximize shareholder value.
· On January 28, 2025, JANA Partners criticized the Board's recent decisions, citing ongoing poor financial performance and inadequate responses to shareholder concerns. Following a significant drop in stock value and multiple guidance cuts, JANA emphasized widespread investor dissatisfaction with the Board's leadership and calls for substantial changes at both the Board and executive levels. JANA offered to collaborate constructively or pursue alternative strategies if necessary to drive improved outcomes for shareholders. Source
· On June 5, 2025, JANA Partners issued an open letter highlighting overwhelming shareholder support for a major board overhaul. A third-party study covering ~80% of top shareholders found over 80% back significant board changes, with most favoring a full replacement. The survey showed near-zero confidence in the board and leadership, citing failures in oversight, capital allocation, CEO succession, and value creation. JANA urged shareholders to press the company for urgent board reform to restore confidence and unlock value.
· On June 30, 2025, the company entered into a cooperation agreement with JANA Partners and Continental Grain to appoint six directors—Scott Ostfeld, Bradley Alford, Ruth Kimmelshue, Lawrence Kurzius, Paul Maass, and Timothy McLevish. Source
NorthStrive urges Bluejay Diagnostics (BJDX) to pursue Phase-1 RCC asset acquisition with financing support
Key Summary: On March 11, 2026, NorthStrive Fund II (5%) urged Bluejay Diagnostics to evaluate acquiring a Phase-1-ready RCC therapeutic asset to expand its pipeline beyond SYMON™ II. The fund said the FAAH-inhibitor program could add near-term catalysts and noted ~$5M financing may be available to support the acquisition.
Market Cap: $2 million | Bluejay Diagnostics, Inc. operates as a medical diagnostics company.
On March 11, 2026, NorthStrive Fund II LP (5%) urged the board to evaluate a turnkey acquisition of a Phase-1-ready therapeutic asset targeting refractory chronic cough (RCC) to expand the company’s clinical pipeline and reduce single-asset risk tied to SYMON™ II. NorthStrive argued the FAAH-inhibitor program could introduce near-term clinical catalysts and long-term value, noting the large RCC market and recent industry interest, and stated that approximately $5 million in financing may be available to support the acquisition and development of the asset. Source
Trian and General Catalyst reaffirm $49 per share Janus Henderson (JHG) acquisition after rival bid rejection
Key Summary: Trian Fund Management disclosed a 9.9% activist stake in Janus Henderson in October 2020 and engaged with the board on strategic and operational initiatives, later increasing its stake to 15.43% in 2021 while proposing board changes. In February 2022, Trian’s Nelson Peltz and Ed Garden joined the board, with Brian Baldwin replacing Peltz in November 2022. On March 11, 2026, Trian and General Catalyst reaffirmed their $49 per share all-cash acquisition of Janus Henderson, expected to close in mid-2026 after the board rejected a rival proposal.
Market Cap: $7.8 billion | Janus Henderson Group plc is an asset management holding entity. Through its subsidiaries, the firm provides services to institutional, retail clients, and high net worth clients. It manages separate client-focused equity and fixed income portfolios.
· In October 2020, Trian Fund Management disclosed a 9.9% activist stake and stated that it intends to further discuss with the board and/or management and may encourage the company to explore certain strategic combinations. Source
· On October 4, 2021, Trian Fund Management (14.43%) stated that it has met with the company's Non-Executive Chairman Richard Gillingwater and CEO Richard M. Weill to discuss, and they intend to continue to discuss with members of the board and/or management from time to time, various strategic and operational initiatives that Trian Fund believes can generate value, including recommendations relating to the company’s operations, organizational structure, technology, product offerings, talent development and retention strategies, capital allocation and dividend policies and corporate governance Source
· On November 16, 2021, Trian Fund Management (15.43%) stated that it continues to engage in discussions with the board and/or management regarding various strategic and operational initiatives that they believe can generate value. As part of those discussions, Trian Fund Management has proposed changes to the composition of the board, including the addition of independent directors unaffiliated with them. Source
· On February 1, 2022, the company increased the size of its Board and appointed each of Nelson Peltz, CEO and a Founding Partner of Trian Management, and Ed Garden, CIO and a Founding Partner of Trian Management, as Independent Non-Executive Directors effective as of such date. The company has agreed to include Mr. Peltz and Mr. Garden on its slate of director nominees in its proxy statement for its 2022 AGM. The Board has appointed Mr. Peltz to the Nominating and Corporate Governance Committee, and it has appointed Mr. Garden to the Nominating and Corporate Governance Committee and the Compensation Committee. Source
· On November 15, 2022, the company appointed Brian Baldwin, a Partner and Senior Analyst at Trian Management, in place of Nelson Peltz, who resigned as a Non-Executive Director of the company. Source
· On March 11, 2026, Trian Fund Management and General Catalyst reaffirmed their commitment to complete the previously announced all-cash acquisition of Janus Henderson Group for $49 per share, expected to close in mid-2026. The Janus Henderson board unanimously reaffirmed its support for the transaction and rejected an unsolicited third-party proposal, concluding it was not superior and carried significant execution and closing risks. Source
YZi Labs Files Preliminary Consent Statement to Expand the Board of CEA Industries Inc. (BNC) and Elect Additional Directors
Key Summary: On November 27, 2025, YZi Labs Management filed a preliminary consent statement to expand the board and elect new directors, citing weak execution, poor communication, SEC filing delays, and stock underperformance despite a $500 million PIPE and gains in BNB, the company’s main treasury asset.
Market Cap: $304 million | CEA Industries Inc., through its subsidiary, Surna Cultivation Technologies LLC, focuses on the sale of environmental control and other technologies and services to the controlled environment agriculture (CEA) industry in the United States and Canada.
· On November 27, 2025, YZi Labs Management filed a preliminary consent statement seeking written consents to expand the board and elect new directors, arguing that stronger oversight is needed after what it sees as weak execution, poor communication, SEC filing delays, and stock underperformance despite a $500 million PIPE and appreciation in BNB, the company’s primary treasury asset. Source
· On December 3, 2025, YZi Labs Management filed a preliminary consent solicitation accused 10X Capital of mismanagement, transparency failures, and abandoning BNC’s promised BNB Treasury Strategy, contributing to severe shareholder value destruction. It demanded corrective action and solicited consents to expand the board with independent directors. Source
· On December 19, 2025, YZi Labs and seven nominees formed a group (4.9%) to jointly file Schedule 13D disclosures, pursue board representation, and solicit consents to expand the board and elect the nominees, with YZi Labs controlling nominee trading and covering related expenses, and plans to file a revised preliminary Schedule 14A to seek these consents. Source
· On December 29, 2025, the company adopted a poison pill and stricter bylaws requiring extensive disclosures and forms for nominating directors or soliciting consents. That same day, YZi Labs requested the required documents to continue its effort to expand the Board and appoint its nominees, and Ms. Zhang requested the relevant director guidelines. Source
· On January 5, 2026, YZi Labs Management Ltd. issued a press release sharply criticizing CEA Industries Inc. for adopting a poison pill and defensive bylaw amendments, arguing the moves are stockholder-unfriendly, legally excessive, and aimed at board entrenchment rather than shareholder interests. YZi accused the Board of delaying the 2025 annual meeting, undermining a free and fair director election process, and misrepresenting past consideration of alternative crypto tokens, citing public comments by the CEO and conflicts involving board members, while reaffirming its intent to give shareholders the opportunity to elect new directors at the 2025 annual meeting.
· On February 4, 2026, YZi Labs denied a claim that it’s Strategic Services Agreement was secret, stating it was fully disclosed and terminated in December 2025 after efforts to reduce fees. YZi Labs also rejected allegations that it blocked amendments to 10X Capital’s asset management agreement and reaffirmed its commitment to transparency and shareholder value. Source
· On February 6, 2026, YZi Labs asked the Board to clarify how amended bylaws affect shareholders’ written consent rights, warning that new requirements limiting consent execution to record holders could hinder participation by beneficial owners. YZi Labs, which is seeking to expand the Board and elect new directors, requested the Company waive certain requirements or accept consents submitted through standard brokerage channels. Source
· On February 18, 2026, YZi Labs issued a press release accusing 10X Capital and director Hans Thomas of failing to disclose beneficial ownership in CEA Industries, alleging breaches of Sections 13(d) and 16(a), and calling for immediate disclosure. The firm claims 10X has exceeded the 5% threshold since late 2025 without filing a Schedule 13D and that Thomas has not filed a Form 3 despite being a director. YZi Labs emphasized its own compliance and is simultaneously pursuing a consent solicitation to expand the Board and elect new directors.
· On March 10, 2026, YZi Labs Management, a significant shareholder of CEA Industries (BNC), criticized 10X Capital CEO and director Hans Thomas for filing overdue Section 16 ownership disclosures months late, calling the filings evidence of weak internal controls and compliance failures. Source
DOMA Perpetual Capital Management Nominates Three Director Candidates at 2026 Annual Meeting of Pacira BioSciences, Inc. (PCRX)
Key Summary: On March 14, 2025, DOMA Perpetual Capital Management announced the nomination of three director candidates, expressing concerns over the company's 76% decline in stock performance over the past decade and misaligned management compensation. On April 21, 2025, DOMA withdrew its nomination. On November 10, 2025, DOMA Perpetual Capital Management (6.83%) urged Pacira’s board to hire bankers and pursue a sale, citing excessive compensation, rising costs, and poor returns. On December 30, 2025, DOMA Perpetual Capital Management announced its plans to nominate three independent directors at the 2026 annual meeting
Market Cap: $1 billion | Pacira BioSciences, Inc. engages in the development, manufacture, marketing, distribution, and sale of non-opioid pain management and regenerative health solutions to healthcare practitioners in the United States.
· On December 11, 2024, DOMA Perpetual Capital Management (4.14%) announced its intent to nominate four independent director candidates at the 2025 annual meeting. DOMA expressed confidence in Pacira’s intellectual property and criticized the stock as significantly undervalued. It urged the company to initiate a tender offer for 10 million shares using cash on hand and execute its approved $150 million buyback program supported by strong free cash flow. Source
· On March 14, 2025, DOMA Perpetual Capital Management announced the nomination of three director candidates citing concerns over company's poor stock performance (down 76% in the last decade) and misaligned management compensation. Source
· On April 21, 2025, DOMA withdrew its nomination.
· On November 10, 2025, DOMA Perpetual Capital Management (6.83%) sent a public letter to the Board recommending actions, including engaging a banker to explore a sale of the business. They criticized excessive stock-based compensation, rising costs, and management’s failure to deliver returns, despite repeated shareholder communications. DOMA argues that Pacira’s flagship product, Exparel, remains undervalued and could achieve a valuation near $66 per share under a strategic buyer. The letter calls for hiring bankers to run a sale process by Q1 2026, freezing new M&A and R&D projects, cutting costs, and completing the current $300 million buyback before launching another.
· On December 30, 2025, DOMA Perpetual Capital Management announced its plans to nominate three independent directors at the 2026 annual meeting, while urging the Board to launch a formal sale process for the company; it criticizes Pacira’s executive compensation and spending as excessive and questions the Board’s fiduciary oversight. Source
· On March 11, 2026, DOMA Perpetual Capital Management (7.1%) nominated three director candidates—Christopher Dennis, Oliver Benton Curtis, and Eric de Armas—to the board of Pacira BioSciences, citing long-term stock underperformance, weak oversight, and excessive executive compensation. DOMA also called for the immediate replacement of CEO Frank Lee and a formal sale process for the company, arguing that Pacira’s key asset, EXPAREL, could realize greater value under a larger pharmaceutical owner. Source
Starboard urges CarMax (KMX) to improve digital execution and cut SG&A to unlock value
Key Summary: On March 10, 2026, Starboard Value urged CarMax’s incoming CEO Keith Barr to improve digital execution, reconditioning efficiency, and dynamic pricing to unlock value. The firm also called for SG&A reductions to 70–75% of gross profit and optimization of CarMax Auto Finance while preserving the company’s strong balance sheet.
Market Cap: $6.2 billion | CarMax, Inc., through its subsidiaries, operates as a retailer of used vehicles and related products in the United States.
On March 10, 2026, Starboard Value sent a letter to incoming CarMax CEO Keith Barr outlining operational improvements to unlock value, including enhancing the digital buying and selling experience, improving reconditioning efficiency, adopting more dynamic vehicle pricing, and expanding cost discipline. Starboard also urged a substantial SG&A reduction program targeting 70–75% of gross profit and highlighted opportunities to optimize CarMax Auto Finance while maintaining the company’s strong balance sheet.
Chip Wilson to lululemon (LULU) CEO Candidates: Beware a Board Unfit to Support Visionary Leadership
Key Summary: Chip Wilson’s October 2025 letter argues lululemon has lost its innovative spirit and top talent under finance-led leadership, and urges a return to visionary, product-driven management and board diversity to revive the brand. On Dec 29, 2025, Chip Wilson nominated three independent directors—Marc Maurer (ex-On Holding Co-CEO), Laura Gentile (former ESPN CMO), and Eric Hirshberg (former Activision CEO)—for election to lululemon’s 2026 AGM and submitted a proposal to declassify the board.
Market Cap: $20 billion | lululemon athletica inc., together with its subsidiaries, designs, distributes, and retails technical athletic apparel, footwear, and accessories for women and men under the lululemon brand in the United States, Canada, Mexico, China Mainland, Hong Kong, Taiwan, Macau, and internationally.
· On October 7, 2025, lululemon founder Chip Wilson (8.4%) issued a letter arguing that lululemon’s decline stems from replacing innovation-driven, founder-style leadership with finance-focused executives who prioritize immediate results over long-term brand strength, resulting in an exodus of top talent, misguided strategic decisions, and diminishing brand reputation; he calls for the company to refocus on creative leadership, product excellence, and a diverse, entrepreneurial board to restore its original edge and vision.
· On Dec 29, 2025, Chip Wilson nominated three independent directors—Marc Maurer (ex-On Holding Co-CEO), Laura Gentile (former ESPN CMO), and Eric Hirshberg (former Activision CEO)—for election to lululemon’s 2026 AGM and submitted a proposal to declassify the board. Wilson said the board lacks creative leadership, and argued new directors are needed to restore brand momentum, oversee CEO succession, and drive long-term shareholder value. Source
· On February 27, 2026, Chip Wilson publicly pushed for major board changes at lululemon, citing weak governance, lack of brand expertise, poor engagement, and a ~50% stock decline. He nominated three directors, proposed board declassification, criticized the board’s response and conflicts, and urged urgent reforms to restore shareholder value. Source
· On March 5, 2026, Chip Wilson launched CreativityFirstlulu.com as part of his campaign to push strategic and governance changes at the company ahead of the 2026 annual meeting. The site promotes his three board nominees—Marc Maurer, Laura Gentile, and Eric Hirshberg—and argues the board needs stronger creative and brand-focused leadership. Source
· On March 12, 2026, Chip Wilson warned potential CEO candidates that the company’s current board may be unable to support effective leadership, citing weak succession planning, limited refreshment, and concerns over independence due to ties with Advent International. He urged board changes ahead of the CEO selection and nominated Marc Maurer, Laura Gentile, and Eric Hirshberg as independent directors to add brand, product, and marketing expertise. Source
Gregory Fortunoff delivered a letter to the Board of Kingstone Companies (KINS)
Key Summary: Since 2022, shareholder Gregory Fortunoff has repeatedly criticized the board and management, urging shareholders to oppose directors and executive pay, raising concerns about governance, and warning he may pursue board changes through a proxy fight. In March 2026, he reiterated that the company remains materially undervalued despite operational improvements, debt reduction, and a reinsurance program, and urged the board to review strategic alternatives, including a potential sale.
Market Cap: $213 million | Kingstone Companies, Inc., through its subsidiary, Kingstone Insurance Company, underwrites property and casualty insurance products to individuals in New York. .
· On July 21, 2022, Mr. Gregory Fortunoff (3.64%) submitted a letter to the Shareholders relating to the Shareholders meeting scheduled for August 11, 2022. Mr. Fortunoff urges shareholders to vote to “Withhold All” for the board members and to vote “Against” the Company’s executive compensation plan.
· At the AGM held on August 11, 2022, shareholders voted to elect all the company's director nominees and approved the compensation plan.
· On September 27, 2022, Mr. Gregory Fortunoff (3.56%) sent a letter to the Board stating that the recent vote in the proxy statement that showed over 30% of the votes cast withholding their votes for the Board of Directors proves that shareholders are fed up with this puppet Board. He demanded that the Board address his issues, convey the current status of all outstanding items to shareholders in a public forum and move in a deliberate and expeditious manner to secure the integrity and value of the company.
· On November 16, 2022, Mr. Gregory Fortunoff (5.3%) submitted a letter to the Directors of the company highlighting the management actions against the potential buyers during negotiation. In addition, Gregory Fortunoff stated that in considering the actions of current CEO and board, to regain footing he would do the necessary steps to replace the board in the next election with a diversified slate of insurance and financially savvy people, remove Barry Goldstein as chairman and CEO, appoint Meryl Golden as chairman and CEO, management and the board will be transparent and respect the fact that they are running a public company.
· On January 4, 2023, Mr. Gregory Fortunoff submitted a letter to the Board stating that he would do whatever he has to do in order to protect the current investment and take actions that he believes are in the best interests of all shareholders. Gregory Fortunoff added that he stands ready to engage with the current management and Board regarding his request for board representation, while at the same time, he would be preparing for the proxy action that he believes would be necessary to effect meaningful and positive change.
· On March 12, 2026, Mr. Gregory Fortunoff said the company remains materially undervalued despite improved operations, debt reduction, and a reinsurance program, and urged the board to review strategic alternatives, including a potential sale, to unlock shareholder value. Source
Jack in the Box (JACK) Shareholders Re-Elect All 10 of its Board of Director Nominees and Approve Each of the Company’s Proposals
Key Summary:
Biglari Holdings: Biglari Holdings escalated engagement after a July 2025 poison pill, nominating directors, filing proxy materials for the 2026 AGM, criticizing long-term value destruction, and opposing Say-on-Pay, incentive plan changes, and the rights agreement. By January 2026, Biglari withdrew both Sardar Biglari and Douglas Thompson as nominees (the latter due to his CAVA COO role), while continuing board-level discussions and leaving open a potential withhold campaign. On January 21, 2026, Biglari Holdings urged shareholders to oppose certain director nominees at Jack in the Box’s virtual 2026 annual meeting to signal dissatisfaction with board oversight, while recommending votes for KPMG’s auditor ratification and against Say-on-Pay, the 2023 Omnibus Incentive Plan share increase, and the stockholder rights agreement. On February 2, 2026, Biglari issued an Investor Presentation urging shareholders to vote against the re-election of Chairman David Goebel. On February 17, 2026, Biglari Capital said Glass Lewis and Egan-Jones urged shareholders to vote against Chairman David Goebel over long-term underperformance and governance failures, and criticized ISS for backing the status quo despite acknowledging weak results. At the AGM held on February 27, 2026, shareholders have voted to elect all 10 of the Company’s nominees to the Board. GreenWood Investors: Signed cooperation agreement on Nov 3, 2025 adding two GreenWood-backed directors with standstill and voting terms; Alan Smolinisky joined the board on Nov 7, 2025. Jana Partners: Disclosed 7.3% in Feb 2018 and engaged on capital structure and strategy; entered confidentiality/standstill and cooperation agreements to add two directors, later amended through early 2019; stake reduced to 3.4% and two Jana-recommended directors were appointed in May 2019.
M.Cap: $444 million | Jack in the Box Inc. operates and franchises Jack in the Box quick-service restaurants (QSRs) and Qdoba Mexican Eats (Qdoba) fast-casual restaurants.
Biglari Holdings
· On July 10, 2025, Biglari Holdings filed a Schedule 13D following the Board’s adoption of a poison pill, stating they may engage with management on potential changes to operations, governance, or capital structure, and may also communicate with other shareholders or third parties under confidentiality agreements. Source
· On October 31, 2025, Biglari Holdings delivered a letter to the company nominating Sardar Biglari and Douglas Thompson for election to the Board at the 2026 annual meeting of shareholders. Source
· On December 23, 2025, Biglari Holdings filed proxy materials soliciting proxies for the 2026 annual meeting to elect its nominee, Douglas Thompson, to the board alongside nine company nominees it does not oppose, arguing the current board has overseen years of shareholder value destruction and needs stronger oversight. Biglari urges shareholders to vote using its GOLD universal proxy card “FOR” its nominee and the nine company nominees, and “AGAINST” Say-on-Pay, the incentive plan amendment, and the rights agreement. Source
· On December 23, 2025, Biglari Holdings withdrew their nomination of Sardar Biglari as a nominee at the Annual Meeting. Source
· On January 14, 2026, Biglari Holdings withdrew their nomination of Douglas Thompson as a nominee at the Annual Meeting following his appointment as COO of CAVA, will continue discussions with the company on board composition including proposing an alternate qualified candidate, and may pursue a withhold campaign against one or more directors depending on the outcome. Source
· On January 21, 2026, Biglari Holdings urges shareholders to send a clear message of dissatisfaction with the company’s direction and board oversight by voting “AGAINST” certain director nominees at the virtual 2026 annual meeting on February 27, 2026. Using its GOLD proxy card, Biglari recommends voting “FOR” the ratification of KPMG as auditor, but “AGAINST” the Say-on-Pay proposal, the amendment to increase shares under the 2023 Omnibus Incentive Plan, and the ratification of the stockholder rights agreement, while opposing the election of specific board nominees to signal discontent with the status quo. Source
· On January 23, 2026, Biglari Capital filed a second revised preliminary proxy statement formalizing its campaign urging shareholders to vote against the re-election of Chairman David Goebel at the February 27, 2026 virtual annual meeting, citing board oversight failures, value destruction, and the need for stronger governance and accountability.
· On February 2, 2026, Biglari issued an Investor Presentation urging shareholders to vote against the re-election of Chairman David Goebel, arguing that under his long tenure Jack in the Box has delivered poor performance, suffered massive shareholder value destruction, and lacked the necessary board and executive expertise to effect a turnaround. The slides highlight multi-year declines in same-store sales and adjusted EBITDA, failed capital allocation decisions such as the loss-making Del Taco acquisition and sale, chronic executive turnover (three CEOs and eight CFOs in five years), and an entrenched board with limited relevant restaurant turnaround experience. Biglari criticizes the board’s defensive actions, including adopting a poison pill and a questionable cooperation agreement with GreenWood Investors that didn’t meaningfully improve governance or strategic capability, and contends that the company’s “Jack on Track” plan has yet to restore credibility or drive sustainable growth.
· On February 9, 2026, Biglari issued a rebuttal Investor Presentation criticizing Jack in the Box, Inc.’s board and leadership for poor performance, strategic missteps, and value destruction.
· On February 12, 2026, Biglari issued a rebuttal Investor Presentation reiterating the same.
· On February 13, 2026, Biglari Capital called on shareholders to vote against Chairman David Goebel, blaming his 17-year tenure for major value destruction, weak operating results, failed strategy, leadership turnover, dividend suspension, and restructuring. Source
· On February 17, 2026, Biglari Capital, the largest shareholder of Jack in the Box, announced that Glass Lewis and Egan-Jones recommended shareholders vote against Chairman David Goebel, citing severe long-term underperformance, governance failures, and the failed Del Taco acquisition, while criticizing ISS for supporting the status quo despite acknowledging the company’s weak TSR, operational deterioration, and board accountability issues.
· On February 20, 2026, Biglari Capital (9.86% stake) urged shareholders to vote against Chairman David Goebel, citing weak Q1 FY2026 results—same-store sales down 6.7%, EBITDA down ~23%, EPS down 54%—and an 18% post-earnings share price drop, while blaming Goebel’s tenure for over $1.2 billion in value destruction since 2020 and warning that continued board influence risks further decline. Source
· On February 20, 2026, Biglari Capital and affiliates sued the Company and its directors in Delaware, alleging false and misleading proxy disclosures and challenging the poison pill. They claim breach of fiduciary duty and seek to invalidate the rights plan, correct disclosures, and delay the annual meeting, though the meeting remains scheduled for Feb 27, 2026. Source
· At the AGM held on February 27, 2026, shareholders have voted to elect all 10 of the Company’s nominees to the Board. Chairman David Goebel was reelected with 50.5 percent support.
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