13D weekly report - Oct 28, 2024 to Nov 01, 2024

GAMCO Pushes Paramount (PARA)Board to Consider Better Offer from Project Rise Partners

Key Summary: On October 25, 2024, GAMCO (11.82%) issued a press release urging Paramount’s board to review Project Rise Partners' higher offer

Market Cap: $7.4 billion | Paramount Global operates as a media, streaming, and entertainment company worldwide. 

On October 25, 2024, GAMCO (11.82%) issued a press release urging Paramount’s board to review Project Rise Partners' higher offer, despite the “Go Shop” period ending on August 21, 2024, and demanded an explanation if the offer is not considered.

Nant Capital initiated discussions with Panbela Therapeutics (PBLA)

Key Summary: On October 29, 2024, Nant Capital (33.3%) engaged with management, the board, and significant shareholders about strategies to maximize shareholder value.

Market Cap: $1.5 million | Panbela Therapeutics, Inc., a clinical-stage biopharmaceutical company, engages in the development of disruptive therapeutics for the treatment of patients with urgent unmet medical needs. 

On October 29, 2024, Nant Capital (33.3%) has been and may continue to be in contact with members of the  management, the board, other significant shareholders and others regarding alternatives that the company could employ to maximize shareholder value. Source

Corvex Management Commends MDU Resources (MDU) for its Successful Spinoff of Everus Construction

Key Summary: On August 8, 2022, Corvex Management (5%) praised the Board for the tax-free spinoff of Knife River, viewing it as a step to reduce MDU's share discount and indicating plans for further discussions to enhance shareholder value. Following this, the Board announced on November 3, 2022, its strategic review to create two pure-play companies: Knife River and a regulated energy distribution entity. By January 24, 2023, a cooperation agreement was formed, appointing Corvex's James H. Gemmel to the board, pending FERC approval. On November 1, 2024, Corvex Management (4.98%) commended the Board for the successful spinoff of Everus Construction, leading to Gemmel's resignation and termination of their Cooperation Agreement. 

Market Cap: $3 billion | MDU Resources Group, Inc. engages in the regulated energy delivery, and construction materials and services businesses in the United States. 

• On August 8, 2022, Corvex Management (5%) commend the Board and management on their recently announced decision to separate Knife River through a tax-free spinoff to shareholders.  It stated that this transaction is a positive first step towards removing the significant discount embedded in MDU shares.  Corvex Management intends to enter into discussions with the Board and management to discuss: (1) additional strategic alternatives to further maximize shareholder value; and (2) plans to enhance the earnings potential of the company’s assets to levels commensurate with industry peers. Source
• On November 3, 2022, the Board issued a press release to review strategic alternatives for the company with the goal of creating two pure-play companies: Knife River, a leading construction aggregates business, and a separate regulated energy distribution company. Corvex Management stated its belief that the Board's announcement is the right step for the company. Source
• On January 24, 2023, the company announced that it has entered into a cooperation agreement with Corvex Management LP under which Corvex Partner James H. Gemmel will be appointed to the board, subject to approval by the Federal Energy Regulatory Commission (FERC) under the Federal Power Act. Initially, Mr. Gemmel will be appointed as a non-voting observer of MDU Resources' board of directors. Following the required FERC approval, the size of MDU Resources' board of directors will increase by one director and Mr. Gemmel will be appointed to fill the new director position.
• On November 1, 2024, Corvex Management (4.98%) applaud the Issuer’s Board and management for successfully spinning off Everus Construction, Inc. Effective immediately prior to the Spinoff, James H. Gemmel resigned from the Board, and the Cooperation Agreement with Corvex Management LP was terminated. Source

Biglari Capital Corp issued a presentation on Cracker Barrel Old Country Store (CBRL)

Key Summary: On August 16, 2024, Biglari Capital Corp (9%) nominated Board candidates to Cracker Barrel Old Country Store, Inc.

Market Cap: $1 billion| Cracker Barrel Old Country Store, Inc. develops and operates the Cracker Barrel Old Country Store concept in the United States.

 Background: 

• Biglari lost five proxy campaigns to elect directors in the FY 2011, 2012, 2013, 2014 and 2020
• On November 5, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company that it has lagged behind both the peer median and the S&P MidCap 400 Index since the onset of Covid-19 and since the 2020 shareholder meeting held on November 19, 2020. Further, it urged that the Board should consider a more aggressive dividend payout policy.
• On December 14, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company  It urged that the Board should consider a more aggressive dividend payout policy.
• On June 6, 2022, Biglari Capital Corp (8.8%) issued a letter to shareholders reiterating its concerns.
• On August 18, 2022, Biglari Capital Corp (8.8%) delivered a letter to the company nominating Jody L. Bilney and Kevin M. Reddy for election to the Board at the 2022 AGM. Source
• On September 28, 2022, Biglari Capital Corp entered into an agreement with the company, leading to the expansion of the Board from ten to eleven members and the appointment of their nominee, Jody L. Bilney. Source

Update:

• On August 16, 2024, Biglari Capital Corp (9%) nominated Milena Alberti-Perez, Julie Atkinson, Sardar Biglari, and Michael W. Goodwin for election to the Board at the 2024 annual meeting. On August 18, 2024, they submitted a supplemental nomination for Michelle Frymire, bringing the total number of nominees to five. Source
• On September 23, 2024, Biglari Capital Corp (9.3%) filed proxy materials seeking support for its nominees.
• On September 23, 2024, Biglari Capital Corp withdrew their nomination of Julie Atkinson and Michelle Frymire as nominees for election at the Annual Meeting. With the withdrawal, Biglari Capital Corp intend to solicit proxies to elect the remaining Nominees to the Board at the Annual Meeting. Source
• On October 1, 2024, Biglari Capital Corp filed proxy materials seeking support for its nominees.
• On October 8, 2024, Biglari Capital Corp. issued a letter to shareholders expressing concern over the company's declining market value, which has dropped over $2.9 billion since 2019. Despite ownership of 2,069,141 shares and attempts to highlight management failures, the Board's appointment of CEO Julie Felss Masino and her transformation plan have not restored confidence, leading to a 50.9% decrease in share price since her appointment. Biglari criticized the Board for its poor capital allocation decisions, including costly new stores and unsuccessful brand launches, which have resulted in significant losses. He emphasized the need for a Board overhaul and proposed focusing on core operations, halting new store openings, and improving existing store performance to regain customer traffic.
• On October 24, 2024, Biglari released an investor presentation titled 'Cracker Barrel is in Crisis,' reiterating its concerns and seeking votes for its nominees.
• On October 31, 2024, Biglari issued an additional Investor Presentation, "Setting the Record Straight" asserting that their nominees seek to collaborate rather than control, with no intention of executive roles.

Nut Tree and Caspian Oppose Sale of Martin Midstream Partners (MMLP) to MRMC

Key Summary: On October 22, 2024, Nut Tree Capital Management L.P. and Caspian Capital L.P. announced their opposition to the proposed sale of Martin Midstream Partners L.P. (MMLP) to Martin Resource Management Corporation (MRMC) for $4.02 per common unit not owned by MRMC.

Market Cap: $155 million | Martin Midstream Partners L.P., together with its subsidiaries, provides terminalling, processing, storage, and packaging services for petroleum products and by-products primarily in the United States. 

• On October 22, 2024, Nut Tree Capital Management L.P. and Caspian Capital L.P. announced their opposition to the proposed sale of Martin Midstream Partners L.P. (MMLP) to Martin Resource Management Corporation (MRMC) for $4.02 per common unit not owned by MRMC. Together, Nut Tree and Caspian hold approximately 13.2% of MMLP's outstanding units and are aligned with unaffiliated unit holders to protect the company's long-term value. They believe the sale price undervalues MMLP and that MRMC would benefit disproportionately if the merger proceeds. Nut Tree and Caspian plan to file a proxy statement with the SEC to solicit votes against the transaction at the upcoming special meeting. Source
• On November 1, 2024, Nut Tree Capital Management L.P. and Caspian Capital L.P  filed proxy materials strongly opposing the Merger and urge MMLP unitholders to vote “AGAINST” the MMLP Merger Proposals because they believe that the Merger dramatically undervalues the Company and is not in the best interests of MMLP unitholders. 

Knighted Pastures filed proxy materials seeking support for its nominees at Allied Gaming & Entertainment Inc (AGAE)

Key Summary:  On October 3, 2024, Ourgame International Holdings Limited submitted a Notice of Nomination for Mr. Li Zhang and Mr. Shaohua Ma to replace Mr. Yushi Guo and Mr. Yuanfei Qu, pending board approval. On March 7, 2024, Knighted Pastures (29.6%) announced plans to discuss board representation and potential nominations. By July 17, 2024, they formally proposed nominating three board candidates, amending bylaws, and removing directors Yangyang Li, Yushi Guo, and Yuanfei Qu at the 2024 stockholder meeting.

Market Cap: $45 million | Allied Gaming & Entertainment Inc. provides entertainment and gaming products worldwide.

Knighted Pastures

• On March 7, 2024, Knighted Pastures (29.6%) stated that it plans to engage in discussions with the  management and board regarding potential board representation and may nominate individuals for election to the board.
• On July 17, 2024, Knighted Pastures LLC submitted an Amended and Restated Notice of Nomination for the 2024 stockholder meeting, proposing to nominate three candidates for the board, amend the bylaws related to board actions and special meetings, and remove directors Yangyang Li, Yushi Guo, and Yuanfei Qu for cause. Source
• On September 27, 2024, Knighted Pastures LLC sent a letter to the company demanding prompt scheduling of the 2024 Annual Meeting of stockholders. They criticized the company's delay, which exceeds fourteen months since the last meeting, as an attempt to disenfranchise stockholders. Knighted Pastures set a deadline of December 5, 2024, for scheduling the meeting, warning of potential legal action if the company fails to comply by October 4, 2024. Source
• On October 31, 2024, Knighted Pastures filed proxy materials seeking support for its nominees.
• Ourgame International Holdings Limited
• On October 3, 2024, Ourgame International Holdings Limited (31.5%) disclosed that on September 24, 2024, it requested the Board to grant a similar exemption to that provided to Knighted Pastures LLC and Roy Choi, allowing Ourgame to exceed a 10% holding without triggering the shareholder rights plan adopted in February 2024. Additionally, on October 3, 2024, Mr. Lu Jingsheng, representing Ourgame as a member of the company's Nominating Committee, submitted a Notice of Nomination for Directors. The Notice proposed Mr. Li Zhang and Mr. Shaohua Ma as replacements for Mr. Yushi Guo and Mr. Yuanfei Qu, pending approval by the entire board. Source

Wynnefield Partners Seeks To Rebuild Techprecision (TPCS) Credibility For All Stockholders

Key Summary: On October 28, 2024, Wynnefield Partners filed proxy materials seeking support for its nominees.

Market Cap: $36 million | TechPrecision Corporation, together with its subsidiaries, manufactures and sells precision, fabricated, and machined metal structural components and systems in the United States.

• On July 2, 2024, Wynnefield Partners (7%) delivered a letter to the company stating their intention to nominate General Victor Eugene “Gene” Renuart, Jr., U.S. Air Force (Ret.) and Robert D. Straus as members of the Board at the upcoming 2024 AGM. Source 
• On July 30, 2024, Wynnefield Partners launched a campaign website at www.rebuildTPCScredibility.com and issued a letter to the stockholders regarding the election of directors to the Board at the 2024 AGM.
• On October 28, 2024, Wynnefield Partners filed proxy materials seeking support for its nominees.

Global Value Investment Corp Seeks Governance Changes at Rocky Mountain Chocolate Factory (RMCF) Ahead of 2025 Annual Meeting

Key Summary: On October 29, 2024, Global Value Investment Corp held a telephonic meeting with some directors of the company, requesting the resignation of certain directors and governance rights proportional to their stock ownership, with no agreement reached, potentially revising their plans for the 2025 annual meeting. GVIC had previously nominated five candidates for the board, proposing to repeal bylaw amendments made without shareholder approval since December 2019, while seeking to implement an operational plan to enhance the company’s retail franchise and governance. Meanwhile, AB Value Management, having significant stakes, engaged in a series of nominations and agreements with the company, focusing on improving corporate governance and expressing concerns about the board's effectiveness, ultimately leading to the election of some of their nominated directors and a subsequent settlement agreement to appoint a qualified female director.

Market Cap: $20 million | Rocky Mountain Chocolate Factory, Inc., together with its subsidiaries, operates as a confectionery franchisor, manufacturer, and retail operator.

On October 29, 2024, Global Value Investment Corp held a telephonic meeting with some directors of the company and sent a letter requesting the resignation of certain directors and governance rights proportional to their Common Stock ownership. No agreement has been reached, and they may revise their plans, including nominating directors for the company's 2025 annual meeting.

Past

Global Value Investment Corp

• On June 24, 2021, Global Value Investment Corp (GVIC) (5.86%) nominated five candidates for election to the board. The Nomination Notice also includes a proposal concerning the repeal of any provision or amendment to the company's bylaws adopted by the board without stockholder approval after December 6, 2019. GVIC believes that the Common Stock is undervalued and that the election of the Nominees to the board will be enable the company to effect an operating plan developed by GVIC designed to:
• expand the company's North American retail franchise and distribution footprint
• enhance the company's franchisee support system
• contemporize and simplify the company's franchise agreement
• assess the company's corporate function and manufacturing operations
• evaluate the company's wholly owned subsidiary, U-Swirl International, Inc., and develop a plan to rehabilitate or dispose of it
• refocus the company's capital allocation strategy and align executive compensation with clear goals centered around returns on shareholder capital; and
• improve the company's corporate governance practices
• On August 12, 2021, the company announced that it had reached a cooperation agreement with Global Value Investment Corp (8.10%). Pursuant to the agreement, the board appointed Jeffrey R. Geygan, CEO and President of Global Value Investment Corp, to serve as a member of the board with a term expiring at the 2021 AGM.

AB Value-Radoff Group

• On December 3, 2019, AB Value Management (7.68%) entered into a cooperation agreement with the company, and pursuant to it, the company agreed to nominate two candidates of AB Value Management for election to the board at the Annual Meeting. 
• On June 16, 2021, AB Value Management (7.52%) began discussions with the company regarding desired changes to its Board membership, structure, management, and strategy. Further it stated that if sufficient changes are not made, AB Value Management intends to nominate and seek to elect additional persons to the board at the 2021 AGM. AB Value Management believes that the shares are significantly undervalued and believes that the transformation of the board will be the initial step towards rectifying the company's operating margins and revenue growth. Representatives of AB Value Management appointed to the Board in December 2019 still serve on the board. Source
• On June 28, 2021, AB Value Management (7.52%) delivered a letter to the company (i) nominating a slate of five (5) director candidates, including Mr. Berger, Ms. Thompson, Mr. Riegel, Ms. Taylor and Ms. Parish, for election to the board at the 2021 AGM and (ii) submitting a business proposal for consideration by stockholders at the 2021 AGM. Source
• On July 21, 2021, the company announced corporate governance and leadership changes in response to discussions with it shareholders. The board committed to separate the roles of Chairperson of the Board and CEO. Additionally, in connection with the separation of the Chairperson and CEO roles, the board has begun the process to engage an executive search firm to assist in identifying a new CEO for the company. It is expected that Mr. Merryman will continue in an executive role with the company following the appointment of a new CEO.
• On August 3, 2021, AB Value Management (7.51%) commented on a number of recent announcements by the company that, in AB Value's view, raise serious additional concerns about the Company's Board, poor governance and management, which continue to harm shareholders.
• On August 15, 2021, AB Value, Bradley Radoff and the Nominees entered into a Joint Filing and Solicitation Agreement in which the filers agreed to solicit proxies or written consents for proposals submitted to stockholders for approval and the election of the Nominees at the 2021 AGM and AB Value agreed to bear all- preapproved expenses incurred by the parties in connection with the Joint Solicitation. Source
• On September 20, 2021, AB Value, Bradley Radoff and the Nominees issued a presentation soliciting votes for the election of their slate of director nominees at the 2021 AGM.
• On September 23, 2021, AB Value announced that AB Value has filed a lawsuit in the Court of Chancery of the State of Delaware against the company and certain members of its board seeking to rescind and declare invalid the board's resolutions shrinking the number of board seats up for election from seven to six right before the company's 2021 AGM.
• On September 3, 2021, AB Value, Bradley Radoff and the Nominees filed proxy materials nominating seven candidates to the board at the upcoming annual meeting of shareholders.
• On September 13, 2021, AB Value, Bradley Radoff and the Nominees filed proxy materials seeking support for their nominees.
• On September 20, 2021, AB Value, Bradley Radoff and the Nominees issued a presentation soliciting votes for the election of their slate of director nominees at the 2021 AGM.
• On September 22, 2021, AB Value Management announced that it has filed a lawsuit in the Court of Chancery against the company and certain members of its board seeking to rescind and declare invalid the board's resolutions shrinking the number of board seats up for election from seven to six right before the company's 2021 AGM.
• On September 27, 2021, AB Value Management has acknowledged that  ISS has recommended its clients vote on the BLUE proxy card to elect each of the Concerned Shareholders of Rocky Mountain's candidates—Andrew T. Berger, Mark Riegel, Sandra Elizabeth Taylor and Rhonda J. Parish—and for the group's proposal to redeem any poison pill previously issued and to abstain from adopting or extending future any poison pill absent shareholder approval within the previous 12 months (the "Poison Pill Redemption Proposal"). Glass Lewis also recommended that shareholders vote for Mr. Riegel and Ms. Taylor, and for the Poison Pill Redemption Proposal on the BLUE proxy card. Source
• On October 4, 2021, AB Value Management commented on the company's desperate last-minute rescindment of its poison pill (which originated in the 1990s), merely four days before the company's 2021AGM scheduled for October 6, 2021. "Although we welcome the termination of such a shareholder-unfriendly device, this decision by the Company's Board of Directors (the 'Board') deserves no applause. AB Value has been urging the board to redeem the pill since its first proxy contest against the company nearly 2.5 years ago. Only after unrelenting pressure from us and the proxy advisory firms, the board rescinded the poison pill," commented Andrew T. Berger, managing member of AB Value. Source
• At the AGM held on October 6, 2021, stockholders have voted to elect four directors nominated by the company: Brett Seabert, Jeffrey Geygan, Gabriel Arreaga, and Elisabeth Charles; and two directors nominated by AB Value Management LLC. Source
• On May 12, 2022, AB Value Management (7.5%) delivered a letter to the company providing notice of nomination of Mr. Berger for election as director to be included in the proxy statement in connection with the company's 2022 annual meeting of stockholders  Source
• On May 27, 2022, AB Value Management and Bradley L. Radoff (together 17.4%) entered into a Joint Filing and Solicitation Agreement and nominate Andrew T. Berger, Mary Bradley, Richard Degnan, Correne S. Loeffler, Suchit Majmudar and Bradley L. Radoff for election to the board at the 2022 annual meeting of stockholders. Source
• On July 1, 2022, AB Value Partners delivered a letter to the company withdrawing its nomination of Andrew T. Berger, Richard Degnan, Suchit Majmudar and Bradley L. Radoff for election to the board at the Annual Meeting. AB Value Partners and Mr. Radoff intend to file a definitive proxy statement with the SEC to solicit proxies to elect Mary Bradley and Correne Loeffler to the board at the Annual Meeting. Source
• On July 19, 2022, AB Value Partners filed proxy materials seeking support for its nominees.
• On July 20, 2022, AB Value Partners announced that it has modified its slate and is now seeking to elect just one highly qualified and independent candidate – Mary Bradley – to the Company's Board of Directors 
• On July 21, 2022, AB Value Partners filed proxy materials seeking support for its nominee.
• On July 29, 2022, AB Value Management LLC and Bradley L. Radoff issued the following statement, " Earlier this week, our representative informed Rocky Mountain's legal counsel that we agree to all of the company's latest publicly disclosed settlement terms. The framework we have agreed to provides for the addition of our nominee to the Board of Directors and other customary terms. By compromising with Rocky Mountain, we hope to facilitate improved corporate governance and enhanced value creation over the long-term. We intend to engage in good faith to expeditiously finalize a cooperation agreement that can benefit all of the company's stockholders." Source
• On August 3, 2022, AB Value-Radoff Group stated that the company issued a false and misleading press release claiming that the AB Value-Radoff Group made an "illusory proposal with a brand-new last-minute candidate (their seventh so far) who was not included in any of AB Value's prior nomination or proxy materials. Also, the group suggested another highly-qualified female candidate as a potential mutually agreed upon nominee in response to the company's request for a good faith proposal to reach a settlement after it disparaged its current nominee." Source
• On August 4, 2022, AB Value Partners filed proxy materials seeking support for its nominee.
• On August 8, 2022, AB Value Partners filed proxy materials seeking support for its nominee. Also, it announced that ISS has recommended the stockholders vote on the BLUE proxy card to elect the AB Value-Radoff Group’s independent nominee. Source
• On August 10, 2022, AB Value Partners announced that Glass, Lewis & Co has recommended the Company’s stockholders vote on the BLUE proxy card to elect the AB Value-Radoff Group’s independent nominee.
• On August 13, 2022, AB Value-Radoff Group entered into a cooperation agreement with the company and pursuant to it, the company agreed to appoint Mary Bradley to the Board. Subsequently, AB Value-Radoff Group irrevocably withdrew its nomination notice in connection with the 2022 Annual Meeting.
• On August 16, 2022, the company announced that AB Value-Radoff Group unexpectedly notified the Company that Mary Bradley will not serve on the Board.
• On September 6, 2022, AB Value-Radoff Group provided notice to the company of termination of the Cooperation Agreement.  It stated that as of September 6, 2022, the company failed to cure its material breaches of the Cooperation Agreement. Source
• On September 29, 2022, Bradley L. Radoff (9.9%) issued a press release regarding the decision by the Company’s Board to initiate litigation against himself, Andrew T. Berger, AB Value Partners LP, AB Value Management LLC and former director candidate Mary Bradley: In the Press Release, he expressed his extreme disappointment at the company’s low-road tactics and stated that such tactics will not silence him as he fully intends to nominate a full slate of director candidates for election at the next annual meeting of stockholders. He further cautioned the Board against authorizing any dilutive actions for an improper purpose or further mistreating female directors and candidates.
• On December 14, 2022, the AB Value-Radoff Group entered into a Settlement Agreement with the company and pursuant to it, the AB Value-Radoff Group may designate a female director candidate (the "New Director") who has at least 5 years of fast-moving consumer goods franchise operational experience and 3 years of prior public company board experience. The New Director must also qualify as an independent director under Rule 5605 of the Nasdaq Listing Rules, subject to the Board’s reasonable approval. The company agreed, among other things, to appoint the New Director to the Board within 10 business days following the New Director’s satisfactory completion of certain customary onboarding requirements, and the term of the New Director will expire at the 2023 Annual Meeting. The company further agreed (i) to nominate the New Director for election at the 2023 Annual Meeting and the company’s 2024 annual meeting of stockholders and (ii) that the Board will take the necessary steps to appoint the New Director to the Nominating and Corporate Governance Committee and Audit Committee of the Board, subject to the Board’s reasonable approval and the New Director’s qualifications to serve on such committees under applicable rules and regulations.

Ted D. Kellner nominates Board candidates to AIM ImmunoTech Inc (AIM)

Key Summary: On August 14, 2024, Mr. Kellner announced plans to nominate himself, Mr. Deutsch, and Mr. Chioini for the 2024 board elections. On September 3, he formally submitted this notice and indicated an additional nominee would be added. On September 11, he updated the notice to include Mr. Sweeney as a nominee.

Market Cap: $16 million | AIM ImmunoTech Inc., an immuno-pharma company, focuses on the research and development of therapeutics to treat multiple types of cancers, viral diseases, and immune-deficiency disorders in the United States. 

• On August 7, 2023, Ted D. Kellner (who, together with Todd Deutsch, owns 6.5%) stated that he had delivered a notice to the Company regarding his intent to nominate himself, Mr. Chioini, and Mr. Deutsch for election to the board at the 2023 AGM. Source
• On August 23, 2023, the Company rejected Mr. Kellner's Notice. On August 25, Mr. Kellner sued in the Delaware Court of Chancery seeking declarations that the bylaw amendments are unlawful and accuses directors of breaching fiduciary duties. He requested a quick trial before the 2023 Annual Meeting. Source
• On October 13, 2023, Ted D. Kellner filed proxy materials seeking support for his nominees. Source
• On November 1, 2023, Ted D. Kellner filed proxy materials seeking support for his nominees.
• On December 28, 2023, the Delaware Court of Chancery invalidated four advance notice bylaw provisions that had been adopted by the Board in March 2023, favoring Mr. Kellner. However, the Court found that Mr. Kellner's notice of nominations did not comply with some of the Company's remaining advance notice provisions. Mr. Kellner disagreed with the Court's opinion on this matter and pursued an expedited appeal while seeking to halt the Company's Annual Meeting during the appeal. AIM had announced that it would disregard Kellner Group's nominations, but stockholders still had the option to "withhold" votes for incumbent directors. Mr. Kellner had intended to pursue his appeal and seek relief for a stockholder vote on Kellner Group nominees, even if the Annual Meeting proceeded as scheduled.
• At the AGM held on January 5, 2024, shareholders have elected all four of the Company’s directors.  But two directors received more than 40% withheld votes. Source
• On August 14, 2024, Mr. Kellner stated that he intends to submit a notice to nominate himself, Mr. Deutsch, and Mr. Chioini for election to the Company’s board of directors at the 2024 annual meeting of stockholders well ahead of the September 13, 2024 deadline. Source
• On September 3, 2024, Mr. Kellner submitted to the Company notice of his intent to nominate himself, Mr. Deutsch and Mr. Chioini for election to the board at the 2024 AGM. Mr. Kellner also notified the Company that he would supplement the Notice no later than September 13, 2024 to identify an additional highly qualified and independent nominee. Source
• On September 11, 2024, Mr. Kellner updated his previous notice to the Company, adding Mr. Sweeney as a nominee alongside himself, Mr. Deutsch, and Mr. Chioini for election to the board of directors at the 2024 Annual Meeting of stockholders. Source
• On October 30, 2024, Mr. Kellner filed proxy materials seeking support for his nominees.PastIn July 2022, Jonathan Jorgl and his nominees, Robert L. Chioini and Michael Rice, collectively known as the AIM Stockholder Full Value Committee, notified AIM ImmunoTech Inc of their intention to nominate Chioini and Rice for the company's board, aiming to replace Directors William Mitchell and Stewart Appelrouth. The committee reiterated its commitment to this cause in August, and later, in September, filed proxy materials seeking support for their nominees. Disagreements arose as AIM considered the nomination notice invalid due to non-compliance with the company's bylaws. Jorgl sued AIM in Delaware's Chancery Court seeking validation of the nomination. In October, AIM's claims against the committee were dismissed, and the committee continued to voice its concerns, especially after discovering alarming statements made by incumbent directors during the ongoing legal proceedings. In November, the Chancery Court denied Jorgl's plea for a preliminary injunction. Although the committee disagreed with this decision, they opted against proceeding with a trial or seeking an appeal. Finally, at the AGM held on November 3, 2022, all three company's director nominees were elected to the Board.