13D weekly report - Jan 13, 2025 to Jan 17, 2025

Beaver Hollow Wellness nominated director candidates to Servotronics (SVT)

Key Summary: On January 9, 2025, Beaver Hollow Wellness, led by CEO Paul L. Snyder, nominated four director candidates for Servotronics' 2025 annual meeting.  On February 16, 2023, Brent D. Baird (10.9%) signed a Cooperation Agreement with the Company, which agreed to appoint him to the board until the 2023 AGM. In 2022, Star Equity Fund launched a campaign against Servotronics, criticizing the board for poor governance, supporting an unprofitable division, and failing to address CEO misconduct. The fund’s efforts led to several board changes, including a new CEO and independent directors. Despite a rejected merger proposal, Star continued advocating for board changes and strategic alternatives. In 2023, Star nominated director candidates, criticized the board’s lack of expertise, and emphasized the need for the company to explore strategic alternatives for all its assets. Star later withdrew its nominations ahead of the 2023 AGM.

Market Cap: $27 million | Servotronics, Inc. designs, manufactures, and markets control components and consumer products in the United States and internationally.

Beaver Hollow Wellness, LLC

On January 9, 2025, Beaver Hollow Wellness, led by CEO Paul L. Snyder, nominated four director candidates for Servotronics' 2025 annual meeting. On January 17, Snyder highlighted the need for board change to address Servotronics' financial struggles, following executive departures and the sale of Ontario Knife Co. Source

Star Equity Fund

• On March 2, 2022, Star Equity Fund filed proxy materials soliciting votes for the election of its director nominees at 2022 AGM. It stated that under the incumbent board’s watch, the Company’s previous CEO abused his authority and perpetuated a culture of harassment at the expense of employees and shareholders (as alleged by a lawsuit filed by a former employee on June 7, 2021), with an internal investigation finding that he committed willful malfeasance in violation of his employment agreement with the Company. In addition, the incumbent board has overseen and continued to support the Company’s unprofitable Consumer Products Group without having taken meaningful action to maximize shareholder value. In addition, the incumbent board has a track record of poor corporate governance. Proxy advisory firms ISS and Glass Lewis have cited numerous issues with Servotronics’s board of directors and the Company’s corporate governance, including in its report on the Company’s 2021 annual meeting.  Source
• On April 8, 2022, Star Equity Fund filed proxy materials urging the company to schedule 2022 AGM.
• On May 13, 2022, Star Equity Fund stated that it was pleased to announce that its campaign at Servotronics, including the nomination of director candidates and advocacy for various improvements in the Company’s corporate governance, caused the Company to take several positive steps it likely would not have taken independently. The Fund stated that under pressure from its campaign, the company recently announced several Board composition and governance changes including, (i) the appointment of a new CEO, (ii) the addition of Karen Howard and shareholder representative Evan Wax to the Board, (iii) the naming of independent director Christopher Marks as Chairman of the Board, (iv) the resignation of Jason Bear from the Board, (v) the termination of its poison pill, and (vi) the reconfirmation that Kenneth Trbovich would not be nominated for election at its 2022 annual meeting. Further, Star Equity Fund stated that it was pleased with the two new additions to the Board and plan to withdraw its nomination for this year’s annual meeting. Source
• On October 20, 2022, Star Equity Holdings presented a non-binding indication of interest to explore a potential combination with the company. On November 2, 2022, after refusing to even engage in conversations with Star Equity Holdings regarding details of a proposal, the Board responded to Star Equity Holdings that a transaction is not in the best interests of the shareholders.
• On November 14, 2022, Star Equity Fund (5.6%) issued a press release noting the Board’s rejection of Star Equity Holdings’ proposal without genuinely engaging, and strongly questioning the incumbent directors’ commitment to the shareholders. Star Equity Fund also asserted, the Board’s actions make clear that further change to the Board’s composition needs to occur.
• On February 9, 2023, Star Equity Fund (5.4%) delivered a letter to the company nominating six director candidates for election to the Board at the 2023 AGM. Source
• On February 14, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.
• On February 24, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.
• On March 29, 2023, Star Equity Fund withdrew the nomination of four candidates and issued a press release announcing that it would be proceeding with the nomination of two candidates for election to the Board at the 2023 AGM.
• On April 17, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.
• On May 1, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.
• On May 19, 2023, Star Equity Fund issued an investor presentation titled “Our Plan for Change at Servotronics, Inc.”
• On May 19, 2023, Star Equity Fund filed proxy materials urging all stockholders to vote the WHITE proxy card to elect G. Mark Pomeroy and Richard K. Coleman, Jr. to the board at the company's 2023 AGM. Source
• On May 31, 2023, Star Equity Fund issued in a press release where it reiterated its belief that the incumbent Board, specifically, Edward Cosgrove, Christopher Marks, and William Farrell lacks the necessary experience and expertise to change the trajectory at the company. Star Equity Fund also emphasized that although the company announced its intent to sell its Consumer Products Group after pressure from Star Equity Fund's campaign, intent does not drive shareholder value, but rather execution drives value. Star Equity Holdings further stated its belief that the long-suffering shareholders would be better served by the company exploring strategic alternatives with strategic buyers for ALL its assets, which includes both its Consumer Products Group and Aerospace segments, in addition to real estate assets.
• On June 1, 2023, Star Equity Fund withdrew its nomination of Messrs. Coleman and Pomeroy for election to the Board at the annual meeting. Source

Brent D. Baird

On February 16, 2023, Brent D. Baird (10.9%) entered into a Cooperation Agreement with the Company. Pursuant to the Cooperation Agreement, the Company agreed to appoint him to the board, effective as of February 16, 2023, with a term expiring at the company’s 2023 AGM.

QXO Proposes to Acquire Beacon Roofing Supply for $124.25 Per Share in Cash

Key Summary: QXO, Inc. has proposed acquiring Beacon Roofing Supply for $124.25 per share in cash, a $11 billion deal offering a 37% premium. Despite board resistance, QXO remains committed, citing shareholder value and secured financing, and plans to file a proxy statement to nominate directors at Beacon's 2025 meeting.

Market Cap: $7.3 billion| Beacon Roofing Supply, Inc., together with its subsidiaries, engages in the distribution of residential and non-residential roofing materials, and complementary building products to contractors, home builders, building owners, lumberyards, and retailers in the United States and Canada.

On January 15, 2025, QXO, Inc. proposed acquiring Beacon Roofing Supply, Inc. for $124.25 per share in cash, valuing the deal at $11 billion and offering a 37% premium over Beacon's 90-day unaffected share price. Despite board resistance, QXO remains committed, citing shareholder value, secured financing, and readiness to proceed. It highlights Beacon's underperformance and challenges with its Ambition 2025 goals. QXO also plans to file a proxy statement and WHITE universal proxy card with the SEC to nominate directors at Beacon's 2025 stockholders' meeting.  Source

All leading proxy advisory firms  Recommend Air Products And Chemicals, Inc. (APD) Shareholders Vote “For” Mantle Ridge Director Nominees

Key Summary: On November 19, 2024, Mantle Ridge filed proxy materials nominating nine nominees for election to the Board at the 2025 AGM. On December 4, 2024, Mantle Ridge LP withdrew its nomination of David Khani, N. Thomas Linebarger, Nichelle-Maynard-Elliott, Donald Wallette, Jr., and J. Steven Whisler, and will only nominate four candidates for election at the Company’s 2025 AGM on January 23, 2025. In September 2013, the company entered an agreement with Pershing Square (holding 9.8%) involving governance changes, including adding three new directors (one representing Pershing Square) to an expanded 14-member board and initiating a CEO search. On January 10, 2025, Mantle Ridge announced that proxy advisory firm ISS, Glass Lewis and Egan-Jones recommended shareholders vote “FOR” Mantle Ridge’s director nominees

Market Cap: $65 billion| Air Products and Chemicals, Inc. provides atmospheric gases, process and specialty gases, equipment, and related services in the Americas, Asia, Europe, the Middle East, India, and internationally. 

Mantle Ridge

• On November 19, 2024, Mantle Ridge filed proxy materials nominating nine nominees for election to the Board at the 2025 AGM. Source
• On December 4, 2024, the Company received notice from Mantle Ridge LP that it was withdrawing its nomination and proposal for each of David Khani, N. Thomas Linebarger, Nichelle-Maynard-Elliott, Donald Wallette, Jr. and J. Steven Whisler, and, accordingly, only nominating its remaining four candidates for election to the Board at the Company’s upcoming 2025 AGM, to be held on January 23, 2025
• On December 9, 2024, Mantle Ridge filed proxy materials seeking support for its nominees.
• On December 17, 2024, Mantle Ridge released a presentation urging governance changes at the company. Mantle Ridge criticized CEO Seifi Ghasemi’s poor capital allocation, weak governance, and failure to plan succession, which led to underperformance against peers and a decade of value erosion. The presentation proposed a shareholder-led Board reconstitution, featuring four director nominees and a leadership "Dream Team" to improve governance, optimize strategy, and unlock long-term value, estimating the company’s potential worth at over $425 per share. Mantle Ridge urged shareholders to support its nominees via the BLUE proxy card.
• On December 19, 2024, Mantle Ridge filed proxy materials seeking support for its nominees.
• On January 6, 2025, Mantle Ridge issued a press release urging shareholders to vote for its four director nominees and withhold support for company nominees, including CEO Seifi Ghasemi. Mantle Ridge criticized the company's leadership for omissions, misleading statements, and integrity issues, citing prior fraud findings under Mr. Ghasemi at another company.
• On January 10, 2025, Mantle Ridge announced that proxy advisory firm Glass Lewis recommended shareholders vote “FOR” Mantle Ridge’s four director nominees while voting “WITHHOLD” on current nominees, including CEO Seifi Ghasemi.
• On January 13, 2025, Mantle Ridge announced that proxy advisory firm ISS recommended shareholders vote for Mantle Ridge nominees Andrew Evans, Paul Hilal, and Dennis Reilley, and “WITHHOLD” votes for company nominees, including Chairman and CEO Seifi Ghasemi.
• On January 16, 2025, Mantle Ridge announced that proxy advisory firm Egan-Jones recommended shareholders vote for Mantle Ridge nominees and “WITHHOLD” votes for company nominees, including Chairman and CEO Seifi Ghasemi.

Pershing Square

In September 2013, the company entered an agreement with Pershing Square (holding 9.8%) involving governance changes, including adding three new directors (one representing Pershing Square) to an expanded 14-member board and initiating a CEO search. In January 2014, stockholders approved board declassification, and by June 2014, Seifi Ghasemi was elected as Chairman, President, and CEO, with the stockholder rights plan expiring in July. On September 13, 2016, Pershing Square reduced its stake to 7.8%.

Land & Buildings Calls on Apartment Investment & Management (AIV) to Immediately Pursue a Full Company Sale Process and Highlights Significant Upside to Current Share Price

Key Summary: Aimco, a $1.2B REIT, faced activist pressure from Land & Buildings (L&B). In 2020, L&B opposed Aimco's spin-off into AIR and Aimco, advocating for shareholder votes, which succeeded. In 2022, L&B pushed for board changes and declassification, influencing strategic shifts and electing a nominee to the board. In 2023, L&B called for a sale process, citing a 40%-60% potential upside. On Jan 14, 2025, L&B praises the company’s recent $520 million asset sale and calls for an immediate full company sale, citing a 30% upside in share price based on an estimated NAV of $11.50/share.

Market Cap: $1.2 billion | Apartment Investment & Management Co is a real estate investment trust focused on the ownership and management of quality apartment communities located in select markets in the United States.

• On September 14, 2020, the company announced its plan to separate its business into two, separate and distinct, publicly traded companies, Apartment Income REIT and Aimco
• On September 22, 2020, Land & Buildings (0.2%) issued a letter the Board expressing its concerns regarding the company's announcement to separate its business. It stated that it is prepared to file preliminary proxy materials with the SEC on September 28, 2020 seeking requests to call a special meeting if the Board does not agree to put the proposed spin-off to a vote by that time. Land & Buildings stated that it is highly unlikely that both Aimco and AIR combined will trade anywhere close to AIV’s stated NAV of $58 per share. It calls on board to explain whether it truly explored all available strategic opportunities to maximize value for shareholders given 75% upside to published NAV.
• On September 29, 2020, Land & Buildings (1.4%) filed proxy materials requesting that the company call a special  meeting of stockholders for the following purposes:
• to approve a non-binding resolution urging the Board to put any proposed separation or spin-off involving the Company to a vote of the Company’s stockholders at a duly called meeting of stockholders and to refrain from proceeding with any such separation or spin-off involving the Company unless approved by a vote of a majority of the Company’s stockholders; and
• to transact such other business as may properly come before the special meeting
• On October 20, 2020, Land & Buildings issued an Investor Presentation detailing its case for change at the company. It stated its belief that the proposed taxable spin of ~90% of AIV's value should require shareholder approval.
• On October 30, 2020, Land & Buildings announced that ISS has recommended that shareholders vote FOR on the GOLD request card to consent to call a special meeting of the company’s shareholders to hold an advisory vote on AIV’s planned separation of its business into two, separate and distinct, publicly traded companies, Apartment Income REIT (“AIR”) and Aimco, through a reverse spin-off.
• On November 12, 2020, Land & Buildings announced that Glass Lewis  has recommended shareholders support Land & Buildings’ call for the Special Meeting. Land & Buildings stated that it has delivered written requests from the holders of more than 43% of the Company’s outstanding shares of common stock to AIV to call a special meeting of shareholders. Pursuant to the Company’s Amended and Restated By-laws, a special meeting of shareholders can be called on the written request of shareholders entitled to cast at least 25% of all the votes entitled to be cast at the meeting. Source
• On November 18, 2020, the company announced that the shareholders approved the proposal
• On December 15, 2020, the company announced that it has completed the separation of its businesses, creating two, separate and distinct, publicly traded companies, Apartment Income REIT Corp. (“AIR”) and Aimco. Source
• On September 30, 2022, Land & Buildings filed proxy materials nominating two director candidates to the Board. Source
• On October 18, 2022, Land & Buildings issued a presentation and opines that the estimated net asset value would be $12.20 per share. Further, it urges that the Board immediately de-stagger its structure, remove Terry Considine, former CEO of Aimco and current AIRC CEO, from Board, refresh the Board with independent, shareholder-minded directors and to explore all strategic options to unlock shareholder value.
• On October 20, 2022, Land & Buildings launched a website to communicate with the Company’s stockholders regarding the Annual Meeting. The website address is https://aimhighaiv.com/
• On November 15, 2022, the company announced several actions namely, (i) Declassify the Board in 2023: Given the success of Aimco’s strategic plan, the Aimco Board will accelerate the Company’s previously planned transition to annual elections for all directors for one-year terms beginning at the 2023 annual meeting, (ii) Opt out of MUTA: The Aimco Board will opt out of the provisions of the Maryland Unsolicited Takeover Act, or MUTA, that allow it to re-classify the Board without the approval of stockholders, (iii) Transition Timing of the Annual Meeting Date: The Board intends to move the date of the Company’s annual meeting so the 2024 annual meeting will be held by the end of the second quarter of 2024.
• On November 18, 2022, Land & Buildings issued an Investor Presentation titled “Aim Higher – Improving Stewardship to Reverse Underperformance and Unlock Trapped Value”
• On December 5, 2022, Land & Buildings announced that ISS has recommended that shareholders vote for the election of Land & Buildings’ highly qualified director candidate James P. Sullivan to the Board at the 2022 AGM scheduled to be held on December 16, 2022.
• At the AGM held on December 16, 2022,  Aimco stockholders have voted to elect Aimco nominees and existing directors Jay Leupp and Dary Stone, as well as Jim Sullivan, Land & Buildings' nominee to the Board. Source
• On April 18, 2023, Land & Buildings issued an open letter to the board stating that Aimco must run a full public strategic review process to evaluate all potential alternatives – including a sale – to deliver value for shareholders. Also it stated that based on its analysis, a potential sale could result in between 40% and 60% upside to the current trading price. Source
• On January 14, 2025, Land & Buildings commends CEO Wes Powell and the Aimco Board for executing the $520 million Brickell Assemblage transaction and expanding the strategic review process. Land & Buildings urges Aimco to promptly pursue a full company sale following recent asset sales, citing an estimated 30% upside potential to the current share price based on a net asset value (NAV) of $11.50/share. They highlight Aimco's attractive portfolio of stabilized multifamily assets, particularly in the Midwest and Northeast, as appealing to potential buyers. Land & Buildings anticipates a transaction could be completed by mid-2025. Source