13D weekly report - Sep 23, 2024 to Sep 27, 2024

JANA Partners and Cannae Holdings Disclose 6.4% Stake and Engage in Discussions with Rapid7, Inc (RPD)

Key Summary: On September 27, 2024, JANA Partners and Cannae Holdings disclosed a 6.4% stake and reported discussions with the Board and management about operational issues, governance, and a potential company sale.

Market Cap: $2.3 billion| Rapid7, Inc. provides cybersecurity solutions under the Rapid7, Nexpose, and Metasploit brand names. 

On September 27, 2024, JANA Partners and Cannae Holdings disclosed 6.4% and stated that they had engaged in constructive discussions with the Board and management regarding operational challenges, management and compensation issues, corporate governance, evaluating the potential sale of the company. Source

BOARD SEAT/ AGM/ AGREEMENT

Politan nominees were elected to the Board of Masimo (MASI)

Key Summary: In September 2022, Politan Capital Management raised governance and board representation issues with Masimo's CEO, leading to a legal complaint in October 2022. By May 2023, Politan's board nominees were elected, despite the company's commitment to only one. In March 2024, Politan nominated new candidates, criticized governance, and demanded transparency on business dealings. They raised concerns about voting manipulation and criticized Masimo’s meeting delay in July 2024. Politan's attempts to expedite the annual meeting and prevent proxy vote manipulation led to further legal actions, with both parties denying allegations as of August 2024. At the AGM held on Sep 19, 2024, both Politan Group nominees were elected to the Board. The same day, Mr. Joe Kiani resigned from his position of CEO.

Market Cap: $6 billion| Masimo Corporation develops, manufactures, and markets noninvasive monitoring technologies and hospital automation solutions worldwide..

• In September 2022, Politan Capital Management (8.8%) initiated discussions regarding corporate governance and strategic initiatives with the CEO and Chairman, Joe Kiani, expressing interest in board representation. However, after the board approved a rights agreement and amended corporate bylaws, Politan raised legal concerns and requested a meeting with the full board, which was not scheduled. This led to a legal complaint filed by Politan in October 2022, seeking relief against the company and board members.
• In May 2023, Politan submitted formal notices of intent to present a stockholder proposal and nominated two director candidates for election to the board at the 2023 AGM. This was supported by recommendations from proxy advisory firms ISS and Glass Lewis. Despite the company's commitment to appoint one of Politan's nominees, Michelle Brennan, contingent upon stockholder approval of board expansion and reelection of incumbent directors, both of Politan's nominees, including Quentin Koffey, were elected to the board at the June 2023 annual meeting.
• On March 25, 2024, Politan Capital Management (8.9%) announced its nomination of two candidates for the Board at the 2024 AGM. Quentin Koffey, a then-current director, expressed dissatisfaction with the lack of transparency and governance under CEO Joe Kiani. Politan supported a strategic review but criticized the Board's oversight. They proposed Dr. Darlene Solomon and William "Bill" Jellison as independent directors to address governance issues and enhance expertise. Politan urged engagement with shareholders to resolve concerns. Source
• On May 8, 2024, Politan Capital Management submitted a demand letter to the company seeking access to records regarding the company's consumer business separation and undisclosed joint venture partner.
• On May 9, 2024, Quentin of Politan Capital Management responded to Craig Reynolds of Masimo Corporation regarding proposals to avoid a proxy contest. Politan questioned the effectiveness of Masimo's approach and suggested adding Darlene Solomon and Bill Jellison to the board to address governance issues, emphasizing the need for a majority of independent directors. Source
• On June 14, 2024, Politan Capital Management filed proxy materials seeking support for its nominees.
• On June 26, 2024, Politan Capital Management updated its website, www.AdvanceMasimo.com in connection with the solicitation of stockholders of Masimo Corporation. Also, it posted a presentation, "Masimo Urgently Needs A Truely Independent Board" and released an open letter to the shareholders reiterating its concers and urges shareholders to vote for its nominees.
• On July 3, 2024, Politan Capital Management alerted the Masimo Board about a potential scheme to manipulate the Annual Meeting of Stockholders. They claimed a brokerage linked to an investor friendly with Mr. Kiani voted 9.9% of the company's stock, exceeding reported ownership and involving suspicious share movements. They urged the Board to set a new record date, investigate Mr. Kiani's involvement, and ensure SEC compliance. Source
• On July 12, 2024, Politan Capital Management sent a letter to the Board expressing concerns about alleged manipulation of the upcoming annual meeting through an empty voting scheme orchestrated by RTW Investments, a major shareholder linked to the company' CEO and Chairman, Joe Kiani. Despite RTW's claimed 9.9% voting stake, recent disclosures suggest they may have significantly reduced their economic exposure, raising questions about their influence on voting outcomes. Politan Capital criticized the Board for not addressing these concerns adequately, calling for independent investigation and shareholder protections to ensure a fair election process at Masimo.
• On July 12, 2024, Politan Capital announced that Glass Lewis has recommended that shareholders vote FOR the election of Politan’s nominees, Darlene Solomon and Bill Jellison, to the Company’s Board of Directors. Source
• On July 15, 2024, Politan Capital announced that ISS has recommended that shareholders vote FOR the election of Politan’s nominees, Darlene Solomon and Bill Jellison, to the Company’s Board of Directors. Source
• On July 15, 2024, the company  filed a complaint against the Politan Defendants and others, alleging violations including a declaration that Mr. Jellison and Dr. Solomon's nomination notice did not comply with the company’s bylaws, seeking an injunction against Politan from voting proxies due to misleading statements, and invalidating such proxies. Source
• On July 16, 2024, Politan Capital (8.9%) criticized the Board's decision to move the Annual Meeting from July 25, 2024, to September 19, 2024, and its lawsuit against Politan and founder Quentin Koffey, a Masimo Board member. Koffey condemned Masimo’s governance and CEO Joe Kiani's actions, claiming the meeting delay is a tactic to avoid shareholder votes and violates bylaws and Delaware law. Politan vowed to ensure the meeting occurs by September 19 and urged shareholders to vote for its nominees. Source
• On July 17, 2024, Politan filed a lawsuit in the Delaware Court of Chancery against Masimo Corporation and three of its directors, seeking to expedite the 2024 Annual Meeting and prevent further delays. Source
• On August 23, 2024, the company filed a Supplemented Memorandum seeking a preliminary injunction to prevent Politan from voting proxies until corrective disclosures are made. Source
• On August 30, 2024, Politan Capital deny all allegations in each of the Amended Complaint and the Preliminary Injunction Motion. Source
• On September 5, 2024, Politan Capital emphasized the urgent need for boardroom change ahead of the company's 2024 Annual Meeting. In a letter to shareholders, Politan reaffirmed the importance of electing its nominees, Darlene Solomon and William Jellison, to ensure independent oversight. Politan criticized Masimo's governance and legal tactics, asserting confidence in overcoming challenges to its nominations.
• On September 12, 2024, Politan Capital Management commented on a California federal court's decision denying Masimo Corporation's request for a preliminary injunction to block Politan from voting its proxies at the upcoming Annual Meeting scheduled for September 19. The court ruled in favor of Politan, allowing the shareholder vote to proceed. Politan expressed satisfaction with the ruling, emphasizing the need for independent directors on Masimo's Board and criticizing Masimo's tactics during the litigation process. Source
• On September 13, 2024, Politan Capital Management LP and its affiliates issued a statement from legal advisors Schulte Roth & Zabel and Munger, Tolles & Olson regarding the Masimo proxy contest. The advisors disagreed with the court's ruling that Politan violated a sealing order, clarifying they believed Politan could announce the motion's outcome. They appreciated the court's denial of Masimo's attempts to block Politan from voting and to delay the 2024 Annual Meeting of Stockholders. Source
• On September 17, 2024, Glass Lewis has updated its earlier report to reiterate its recommendation that shareholders vote FOR the election of Politan’s nominees, Darlene Solomon and Bill Jellison, to the Company’s Board at the Annual Meeting of Stockholders, set for September 19. Source
• At the AGM held on Sep 19, 2024, both Politan Group nominees were elected to the Board. The same day, Mr. Joe Kiani delivered a notification to the Board stating his decision to resign from his position of Chief Executive Officer of the Company. On September 24, 2024, the Board appointed Board member Michelle Brennan to serve as the Company’s interim chief executive officer effective immediately. Source

Bitfarms (BITF) and Riot Announce Settlement

Key Summary: On June 12, 2024, Riot Platforms criticized Bitfarms' 15% Poison Pill as poor governance and called for Chairman Nicolas Bonta's resignation. Riot also nominated three board candidates on June 24. On August 14, 2024, Riot raised its stake to 18.9% and requisitioned a special meeting to remove three directors. On September 23, 2024, Bitfarms Ltd. and Riot Platforms Inc. announced a settlement agreement.

Market Cap: $931 million | Bitfarms Ltd. engages in the mining of cryptocurrency coins and tokens in Canada, the United States, Paraguay, and Argentina.

• On June 12, 2024, Riot Platforms (13.1%) criticized the company's  adoption of a shareholder rights plan (Poison Pill) with a 15% trigger, below the customary 20%, as disregarding good governance. Riot had urged the company to consult large shareholders and called for Chairman Nicolas Bonta's resignation to address governance concerns. Source
• On June 13, 2024, Riot Platforms increased its stake to 14% and stated that it intends to requisition a special shareholders' meeting to nominate new directors due to concerns over corporate governance. Source
• On June 24, 2024, Riot Platforms (14.9%) sent a Requisition Letter to the board of directors to call a special shareholders' meeting aimed at electing new independent Board members.  Riot has nominated John Delaney, Amy Freedman, and Ralph Goehring as independent replacements to restore shareholder confidence and bring necessary experience to the board. The letter also stated the withdrawal of its previous acquisition proposal of US$2.30 per share and announced plans to apply to the Ontario Capital Markets Tribunal to cease-trade the shareholder rights plan (Poison Pill) adopted on June 10, 2024.
• On August 2, 2024, Riot Platforms increased its stake to 16.9% and issued a press release announcing its requisition for a special meeting to remove three directors from the board.
• On August 14, 2024, Riot Platforms increased its stake to 18.9% and issued a press release announcing its requisition for a special meeting to remove three directors from the board.
• On September 3, 2024, Riot Platforms (19.9%) issued an open letter to the company highlighting the need for governance reform to enhance shareholder value. Riot reduced its proposed slate of new directors from three to two in response to recent board changes and public pressure.
• On September 23, 2024, Bitfarms Ltd. and Riot Platforms Inc. announced a settlement ahead of Bitfarms' Special Meeting on November 6, 2024. Key points include Andrés Finkielsztain stepping down from the Board and Amy Freedman being appointed. The Board will expand from five to six members, with Riot withdrawing its requisition and agreeing to a standstill until 2026.

Elliott Statement on Southwest Airlines’ (LUV) Investor Day

ONGOING

Key Summary: On July 8, 2024, Elliott Investment Management L.P. urged Southwest Airlines' Board to overhaul leadership due to underperformance and shareholder dissatisfaction, criticizing actions like reduced revenue guidance and adopting a "poison pill." Elliott called for immediate Board reconstitution with independent executives and a new CEO. On Aug 13, 2024, Elliott stated its plan to nominate ten independent candidates to the board.

Market Cap: $17 billion| Southwest Airlines Co. operates as a passenger airline company that provides scheduled air transportation services in the United States and near-international markets.

• On July 8, 2024, Elliott Investment Management L.P. urged the Board to implement a leadership overhaul due to sustained underperformance and shareholder dissatisfaction. Following extensive feedback from shareholders and industry stakeholders, Elliott criticized recent actions by the Board, such as reducing revenue guidance and adopting a "poison pill" to thwart Elliott's stake increase. Elliott advocated for immediate Board reconstitution with independent, experienced airline executives and a new CEO sourced externally.
• Press release
• On August 5, 2024, Elliott Investment Management L.P. stated its belief that the company needed fundamental changes to improve its strategy and performance. They proposed reconstituting the Board, enhancing the leadership team by finding a new CEO and independent Board Chair, and conducting a comprehensive business review to develop and implement a new strategy to achieve industry-leading performance. Source
• On August 13, 2024, Elliott Investment Management L.P. (11%) stated that it intends to nominate ten candidates to the Board. This move follows Elliott’s call for board reconstitution, new leadership installation, and a comprehensive business review to restore Southwest’s industry-leading position. Highlighting ongoing poor performance and board resistance, Elliott emphasizes the need for change. Source
• On August 26, 2024, Elliott Investment Management sent a letter to the shareholders, expressing concerns over the company's declining performance due to poor leadership by CEO Bob Jordan and Executive Chairman Gary Kelly. Elliott criticized the management's entrenchment tactics and emphasized the need for a transparent and credible process to reinvigorate the company.
• On September 10, 2024, Elliott Investment Management praised the Board for resigning seven directors, noting it as unprecedented. They emphasized the need for further changes and expressed confidence in their nominees to guide the airline forward. Source
• On September 24, 2024, Elliott Investment Management (10.2%) sent a second open letter to the shareholders, announcing their intent to call a special meeting in the coming weeks due to the urgent need for leadership change. They accused Southwest of obstructing this change through defensive actions, including setting "false record dates" to disenfranchise shareholders. Elliott urges shareholders to ensure their voting rights by recalling any loaned shares before Southwest's next record date on October 7.
• On September 26, 2024, Elliott Investment Management criticized Southwest Airlines during its Investor Day, stating that CEO Bob Jordan has failed to deliver acceptable financial results and is unfit to lead the company’s proposed changes. They highlighted past promises of profitability enhancements that resulted in deterioration, questioning the board's support for Jordan. Elliott expressed determination to call a special meeting for shareholders to advocate for an independent board capable of improving the company's performance.

Thomist Capital Proposes Strategic Initiatives to Boost Shareholder Value at Peabody Energy Corporation (BTU)

Key Summary: On August 20, 2024, Thomist Capital (9.96%) proposed strategies to enhance shareholder value, including a share buyback using $1.45B in cash, unlocking value in the Powder River Basin asset, and selling a stake in Centurion.

Market Cap: $2.8 billion | Peabody Energy Corporation engages in coal mining business in the United States, Japan, Taiwan, Australia, India, Brazil, Belgium, Chile, France, Indonesia, China, Vietnam, South Korea, Germany, and internationally. 

• On August 20, 2024, Thomist Capital (9.96%) suggested various strategies to the management to enhance shareholder value, including a share buyback plan utilizing the $1.45B cash on hand, unlocking value in the company's Powder River Basin asset, and selling a stake in Centurion to free up cash flow for shareholder returns and establish a strong asset valuation. They plan to discuss these ideas with the management and potentially engage with the Board, shareholders, analysts, strategic partners, and other relevant parties. Source
• On September 24, 2024, Thomist Capital reiterated their suggestions and stated that they intend to continue evaluating their investment, which may lead to acquiring or disposing of shares based on various factors, including the company's financial performance and market conditions. Source

Gates Capital Management Intends To Vote Against The Current CSG Proposal at Vista Outdoor Inc (VSTO)

Key Summary: On November 22, 2023, Colt CZ proposed a strategic combination with Vista Outdoor valuing the company at $30.00 per share and including a $900 million share repurchase post-transaction. On July 17, 2024, Gates Capital Management, owning 9.6% of Vista, opposed the sale of its Sporting Products business to Czechoslovak Group for $2.1 billion, arguing it undervalued the asset and supported alternatives, including negotiating with MNC Capital's $42 per share bid or a tax-free spin-off plan. On September 10, 2024, Gates Capital Management announced ongoing discussions with the company and MNC Capital Partners regarding the revised all-cash MNC Offer and other potential proposals, including rollover transactions related to any merger or business combination.

Market Cap: $2.2 billion | Vista Outdoor Inc. designs, manufactures, and markets outdoor recreation and shooting sports products. in the United States and internationally. 

• On November 22, 2023, Colt CZ (5.7%) sent a letter to the Board proposing a strategic combination between Colt CZ and the company that would value the company at $30.00 per share and include a $900 million share repurchase to be executed following closing of the proposed transaction.
• On July 17, 2024, Gates Capital Management, owning 9.6% of Vista Outdoor, sent a letter to Vista's Board opposing the sale of its Sporting Products business, The Kinetic Group, to Czechoslovak Group for $2.1 billion. Gates argued the sale price undervalued the asset, which generated over $400 million in annual free cash flow, and criticized the early retirement of $500 million in low-interest debt, transferring value from shareholders to bondholders. Gates also supported Institutional Shareholder Services' recommendation to vote against the sale and proposed alternatives, including negotiating with MNC Capital's $42 per share bid for Vista or reverting to a tax-free spin-off plan for The Kinetic Group and Revelyst.
• On July 26, 2024, Gates Capital Management, Inc. announced its support for MNC Capital Partners, L.P.'s $42 per share all-cash offer for Vista Outdoor, Inc. Gates Capital deemed MNC's proposal superior to Czechoslovak Group's offer for The Kinetic Group, citing concerns over Vista's recent financial performance and strategic direction. The firm also criticized Vista's management for maintaining an outdated shareholder record date and suggested that shareholders voice their support for the MNC offer directly to Vista's Board of Directors. Source
• On September 10, 2024, Gates Capital Management announced that following the company's review of strategic alternatives and engagement with MNC Capital Partners regarding its revised all-cash offer (MNC Offer), Gates Capital have been and may continue to be involved in discussions with the company and other parties, including MNC. These discussions focus on evaluating the MNC Offer and other potential proposals, including rollover transactions related to any merger or business combination involving the company.
• On September 24, 2024, Gates Capital issued a press release opposing the current CSG proposal to sell The Kinetic Group and urges Vista Outdoor to pursue an all-cash sale of the entire company. Gates Capital supports ISS's recommendation to vote against the CSG proposal and emphasizes the potential benefits of a comprehensive all-cash transaction for Vista shareholders.

Biglari Capital Corp nominated Board candidates to 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: $968 million| 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

Michael Porcelain nominated director candidates to Comtech Telecommunications Corp (CMTL)

Key Summary: On September 13, 2024, Michael Porcelain nominated a slate of eight director candidates, including himself, for election to the Board at the 2024 annual meeting of stockholders. On September 8, 2021, Outerbridge Capital nominated three independent candidates for the Comtech Board to enhance shareholder value. Following a $100 million investment on October 18, Outerbridge secured a cooperation agreement on December 16, aligning on board appointments and strategies.

Market Cap: $128 million| Comtech Telecommunications Corp. designs, develops, produces, and markets products, systems, and services for communications solutions in the United States and internationally.

Michael Porcelain

• On September 20, 2024, Michael Porcelain delivered a letter to the company nominating a slate of eight highly director candidates, including Mr. Porcelain, Keith Hall, Michael Hildebrandt, Fred Kornberg, Robert Schassler, Dr. Sanyogita Shamsunder, Oleg Timoshenko, and Jay Whitehurst for election to the Board at the 2024 annual meeting of stockholders. Source
• On September 20, 2024, Michael Porcelain filed proxy materials seeking support for his nominees. He urged the Board to implement his recommendations, including transparent disclosures on leadership changes, a thorough CEO search, evaluation of strategic initiatives, and optimization of capital structure and financing. Additionally, he advocated for a strategic review of the 911 Public Safety business to maximize shareholder value, as well as improved operational efficiency and innovation. Source

Outerbridge Capital Management

On September 8, 2021, Outerbridge Capital Management, holding a 4.6% stake in Comtech, nominated three independent candidates for the Board at the 2021 AGM, aiming to enhance shareholder value through their strategic expertise in Comtech's core markets. On October 6, 2021, Outerbridge expressed concerns over leadership confidence and long-term underperformance, urging shareholder support for its nominees. Following a $100 million investment from White Hat Capital Partners LP and Magnetar Capital on October 18, 2021, Outerbridge advocated for a strategic review to maximize shareholder value. Outerbridge filed proxy materials on October 15 and continued engagement with Comtech, culminating in a cooperation agreement on December 16, 2021, aligning on board appointments and shareholder representation strategies.

Stilwell Calls for Enhanced Shareholder Value Exploration at Peoples Financial Corporation (PFBX)

Key Summary: On September 26, 2024, Joseph Stilwell (13.7%) expressed that management and directors have failed shareholders and urged the company to seek all options to maximize shareholder value. Joseph Stilwell, a notable shareholder with stakes rising to 12.7%, consistently pushed for maximizing shareholder value from November 2020 to April 2024, nominating Rodney H. Blackwell and later Stewart F. Peck for directorships while criticizing management for nepotism and poor financial oversight; however, neither nominee was elected at their respective AGMs. 

Market Cap: $80 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 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

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.