13D weekly report - February 23, 2025 to February 27, 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
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
ADW Capital Urges Compass Diversified (CODI) to Pursue Strategic Review and Liquidation, Sees Value above $26/Share
Key Summary: On February 24, 2026, ADW Capital Partners sent a letter urging the board to initiate a strategic review and orderly liquidation, citing analysis suggesting value above $26 per share.
Market Cap: $617 million | Compass Diversified is a private equity firm specializing in add on acquisitions, buyouts, industry consolidation, recapitalization, late stage, and middle market investments.
On February 24, 2026, ADW Capital Partners (7.65%) sent a letter urging the board to initiate a strategic review and orderly liquidation, citing analysis suggesting value above $26 per share. ADW highlights ~20 years of equity dilution, high fees (~$90–95M annually), poor capital allocation including the Lugano loss (~$10/share NAV impact), and weak returns (~4% IRR vs ~9.5% S&P 500), asserting management is incentivized to grow assets rather than per-share value.
Starboard opines Riot Platforms (RIOT) is worth between $23 and $53 per share
Key Summary: On February 18, 2026, Starboard Value urged Riot Platforms to accelerate AI/HPC deal execution, citing strong assets but stock underperformance. It highlighted major valuation upside from monetizing power capacity and noted improved governance, while signaling potential strategic alternatives if progress remains slow.
Market Cap: $5.9 billion | Riot Platforms, Inc., together with its subsidiaries, operates as a Bitcoin mining company in the United States.
On February 18, 2026, Starboard Value urged Riot Platforms to accelerate execution of its AI/HPC data center strategy, highlighting strong asset quality and large untapped power capacity but noting share price underperformance due to slow deal activity. While acknowledging governance and operational improvements, Starboard emphasized urgency in securing high-quality AI/HPC deals, estimating significant EBITDA and valuation upside from monetizing Riot’s sites, and suggested potential strategic alternatives, including consolidation, if execution lags. With strong peer deal economics and its initial AMD agreement demonstrating high margins and low capex, Riot could monetize its remaining capacity at attractive rates, potentially generating ~$1.6B in annual EBITDA. Applying data center-style multiples, this implies $9–$21B of equity value ($23–$53/share), far above current levels, especially if it attracts high-quality tenants, but execution speed is critical. Source
Tice Brown nominated himself to the Board of Empery Digital (EMPD)
Key Summary: On February 23, 2026, 9.8% shareholder Tice Brown rejected management’s offer to buy his stake at 100% of mNAV for a standstill, calling it inconsistent and self-serving. He accused management of entrenchment and urged CEO removal, board replacement, and liquidation of Bitcoin with proceeds returned to shareholders. On February 26, 2026, Tice Brown, owner of ~10.3% of Empery Digital, nominated himself to the Board
Market Cap: $129 million | Empery Digital Inc. designs, develops, and sells electric off road powersport vehicles in the United States.
· On February 23, 2026, Tice Brown, a 9.8% shareholder of Empery Digital, revealed that management offered to repurchase his entire stake at 100% of mNAV in exchange for a standstill, which he rejected. He criticized the proposal as inconsistent with the company’s buyback rationale and accused management of entrenchment and misusing shareholder capital, especially as other investors sell at steep discounts. Brown called for the immediate removal of CEO Ryan Lane, replacement of the Board, and liquidation of Bitcoin holdings with proceeds returned to shareholders. Source
· On February 26, 2026, Tice Brown, owner of ~10.3% of Empery Digital, nominated himself to the Board, citing governance failures and a large discount to liquidation value. He called for board replacement, CEO resignation, and significant capital returns, criticized bitcoin holdings and anti-takeover measures, and stated he aims to strengthen shareholder rights and maximize value. Source
Parex Resources Inc nominates Board candidates to GeoPark (GPRK)
Key Summary: On February 20, 2026, Parex Resources (11.8%) nominated six directors and plans a proxy fight for board control. On February 23, it also submitted a $500M all-cash bid (plus debt and contingent payment) for Frontera Petroleum, potentially blocking the Company’s acquisition and shifting strategy.
Market Cap: $430 million | GeoPark Limited engages in the exploration, development, and production of oil and gas reserves in Chile, Colombia, Brazil, Argentina, Peru, and Ecuador.
Parex Resources Inc
On February 20, 2026, Parex Resources Inc (11.8%) nominated six independent directors to the Company’s board and plans to run a proxy contest against certain incumbents, potentially gaining majority control and driving governance changes. Separately, on February 23, Parex Resources Inc proposed an all-cash $500 million acquisition (plus debt and a $25 million contingent payment) for Frontera Petroleum, which, if accepted, would block the Company’s planned acquisition and alter its strategic direction. Source
Gerald O’Shaughnessy
· Gerald O’Shaughnessy (10.7%) is the co-founder of the company and, until very recently, served as the company’s Chairman since its inception. Effective June 13, 2021, Mr. O’Shaughnessy resigned from the Board and filed 13D in order to share his concerns with fellow shareholders about the high level of control that CEO Jim Park exerts over the Board, and the Board’s resulting lack of true independence. In connection therewith, and with a view of enhancing shareholder value, on June 17, 2021, Mr. O’Shaughnessy delivered a letter to the Board requesting that it strengthen its ability to exercise independent oversight of management by adding three new independent nominees and Mr. O’Shaughnessy to the slate that the Board is proposing for election at the upcoming annual meeting. If Mr. O’Shaughnessy is unable to constructively engage with the Board, Mr. O’Shaughnessy intends to explore all possibilities to address these concerns. Having carefully considered the issues facing the company, Mr. O’Shaughnessy believes that there is an opportunity to significantly enhance oversight and accountability in a manner that may substantially increase long-term shareholder value.
· On June 24, 2021, Mr. O’Shaughnessy issued an open letter to the shareholders announcing that he is initiating a “vote no” campaign against incumbent directors Robert Bedingfield, Constantin Papadimitriou, Pedro Aylwin and James Park at the upcoming AGM to be held on July 15, 2021. Also, Mr. O’Shaughnessy insists the Board to do the following:
- Rationalize assets or monetize multiple country operations that do not meet the Company’s cost of capital and use the proceeds to reduce debt.
- Reduce corporate overhead, with a particular emphasis on eliminating overhead established to support unprofitable operations outside of Colombia.
- Consider ways to grow and improve operations in Colombia through greater efficiency or via consolidation to achieve needed scale.
- Conduct a thorough strategic review focused on the Company’s asset base and operations outside of Colombia and seriously consider all strategic options available to GeoPark – including a sale or merger of the Company.
· On July 1, 2021, Mr. O’Shaughnessy made public a presentation to shareholders urging them to vote against four directors of the company at the AGM. Mr. O’Shaughnessy also announced three additional candidates for consideration for the Board
· On July 8, 2021, Mr. O’Shaughnessy made public a letter to shareholders outlining certain reasons for shareholders to vote against four directors of the company at the AGM.
Adrian Price Seeks Board Appointment of Gerald W. Bruce at Alaunos Therapeutics (TCRT)
Key Summary: On October 31, 2025, Adrian Price (8.6%) plans to engage Alaunos’ board to explore value-enhancing strategies, possibly including board nominations for strategic acquisitions, though no specific proposal or target has been identified. On December 4, 2025, Price Adrian formally notifies the board of his intention to nominate Gerald W. Bruce for a board seat. On Feb 24, 2026, Adrian Price proposed a $7M equity/equity-linked investment in Alaunos (potential change of control), urged Board engagement, and backed Gerald Bruce for director; if ignored, they may buy more shares, pursue a tender offer, or launch an investor campaign.
Market Cap: $6 million | Alaunos Therapeutics, Inc., a clinical-stage oncology-focused cell therapy company, develops small molecules to treat obesity and other metabolic disorders.
· On October 31, 2025, Price Adrian (8.6%) plans to engage the board to explore ways to enhance shareholder value, potentially by suggesting board nominees to pursue strategic acquisitions. He has not yet developed a specific proposal or identified any target and has appointed himself to represent them in discussions with the board. Source
· On December 4, 2025, Price Adrian formally notify the board of his intention to nominate Gerald W. Bruce—an experienced pharma and biotech executive—for a board seat, arguing his background in commercialization, governance, and strategic transitions is well-suited to the company’s current challenges. He requested that the board acknowledge the nomination, begin the steps to seat him either through appointment or inclusion at the next shareholder meeting. Source
· On February 24, 2026, Price Adrian sent a letter to the company proposing a $7M private placement in Alaunos Therapeutics via equity or equity-linked securities, potentially leading to a change of control, and requested prompt engagement with the Board. They also pushed for appointing Gerald Bruce as director. If ignored, they may buy more shares, launch a tender offer, or run an investor campaign.
Galloway Capital Partners increased its stake in Noodles & Co (NDLS)
Key Summary: On December 1, 2025, Galloway Capital (6.01%) told the company it views the stock as undervalued and urged management to take steps to protect shareholder value. On Feb 24, 2026, Galloway Capital increased its stake to 8.6%, cited strong Q4 comps, backed management’s turnaround efforts, and argued the stock is undervalued, with restaurant value exceeding debt; it also supports ongoing strategic review.
Market Cap: $33 million | Noodles & Company, a restaurant concept company, develops and operates fast-casual restaurants in the United States.
· On December 1, 2025, Galloway Capital (6.01%) stated that in a letter to the company it stated its belief that the stock is undervalued and management needs to take steps to protect the equity value for the shareholders. Source
· On February 24, 2026, Galloway Capital raised its stake from 6.01% to 8.6% and expressed confidence in a turnaround, citing strong Q4 comps (+7% company-owned, +6% franchised). Despite progress, it views the stock as undervalued relative to fundamentals, supports management’s strategy to improve margins and profitability, and believes the value of company-owned restaurants exceeds debt. The firm is optimistic about ongoing engagement with an investment bank and remains open to discussing strategic initiatives. Source
22NW Fund entered into a cooperation agreement with Stoneridge, Inc. (SRI)
Key Summary: On February 6, 2026, 22NW Fund (8.2%) said it intends to engage with the Board and management to enhance shareholder value, including possible Board changes. On February 26, 2026, 22NW Fund entered into a cooperation agreement with the company.
Market Cap: $237 million | Stoneridge, Inc., together with its subsidiaries, designs and manufactures engineered electrical and electronic systems, components, and modules for the automotive, commercial, off-highway, and agricultural vehicle markets
On February 6, 2026, 22NW Fund (8.2%) stated that it plans to engage with the Board and management on initiatives to enhance shareholder value, including potential Board composition changes. Source
On February 26, 2026, 22NW Fund entered into a cooperation agreement with the company, under which the Board will expand from 7 to 8 members and appoint Aron R. English as a director effective March 16, 2026, with nomination and Board support for election at the 2026 Annual Meeting.
Hoak Public Equities initiated active stake in Turtle Beach Corp (HEAR)
Key Summary: On February 24, 2026, Hoak Public Equities (5.2%) stated that it is dissatisfied with performance of the company and may engage with management on operations, capital allocation, and governance. Toro 18 Group (up to 8.4%) launched a proxy campaign in early 2023, nominating directors and pushing for strategic changes, including a CEO transition and formation of a special committee, leading to the withdrawal of its nominations. Separately, The Donerail Group (up to 8.5%) pursued an acquisition, later ran a proxy contest with allies, secured board representation and a strategic review in 2022, and in 2023, its nominee William Wyatt was appointed to the Board and Value Enhancement Committee.
Market Cap: $234 million| Turtle Beach Corporation operates as an audio technology company.
Hoak Public Equities
On February 24, 2026, Hoak Public Equities (5.2%) stated that it is dissatisfied with performance of the company and may engage with management on operations, capital allocation, and governance. Source
Toro 18 Holdings
· On March 23, 2023, Toro 18 Holdings (7%) stated that it intended to engage in communications with the board and management team regarding opportunities to enhance stockholder value. Source
· On April 3, 2023, Toro 18 Group filed proxy materials, announcing its intent to nominate a slate of director candidates for election to the board at the upcoming 2023 AGM. Source
· On April 7, 2023, Toro 18 Group (7.4%) delivered notice to the company in accordance with the notice requirements of the Federal “Universal Proxy Rules”, as to the names of Toro 18’s nominees for election to the Board at the 2023 annual meeting prior to the deadline of April 8, 2023. The nominees are Eric Singer, William C. Martin and Sean Madnani. Source
· On April 13, 2023, Toro 18 Group (8.4%) delivered a letter to the company nominating a slate of three candidates for election to the board at the 2023 AGM. Toro 18 Group stated that it tried to engage with the company on a proposed settlement to avoid a full proxy fight at the annual meeting. Despite the company announced that Toro 18 Group could not accept the company’s settlement proposal for several reasons, including that the Board would not disclose which second director, besides Mr. William Keitel, would resign from the Board or guarantee that a strategic review committee would be formed. Notably, even if a committee were to be formed, the Board was insistent that the committee would consist of 5 directors – a size Toro 18 Group believes would create inefficiencies and effectively give control of such process to incumbent directors. Source
· On May 1, 2023, the company announced that Juergen Stark, its CEO, would be stepping down, effective June 30, 2023, and both Mr. Stark and William E. Keitel, would not be standing for election at the 2023 AGM. While Toro 18 Group is pleased with the company’s announcement that Mr. Stark will be stepping down as CEO, an outcome Toro 18 Group believes is the result of its active engagement, Toro 18 Group remains concerned that the company has not announced plans to explore strategic alternatives or put out meaningful plans to address the company’s performance issues. Source
· On May 8, 2023, Toro 18 Group stated that it is pleased that the Board has followed their recommendation and announced the formation of a special committee tasked to explore strategic opportunities. Based on this decision, as well as the announcement last week that the CEO would be transitioning and another longer tenured director would be stepping off the board by the 2023 annual meeting, Toro 18 Group has determined to withdraw the Nomination Letter and their nomination of three nominees for election at the 2023 annual meeting. Source
The Donerail Group
· On August 9, 2021, The Donerail Group (6.4%) stated that it has been engaged with the Board and management for the past five months regarding a number of value-creating and governance-enhancing topics. In an letter to the company dated July 19, 2021, Donerail made an offer on April 27, 2021 to acquire the company at $34.50 per share.
· On August 19, 2021, Donerail issued a press release announcing that the company had rejected Donerail's updated of $36.50 per share. Since submitting its increased $36.50 per Share offer, the Board has indicated to Donerail that $36.50 per share is inadequate and that the Board would only be open to re-engaging if Donerail provides a proposal at a meaningfully higher price, thereby effectively rejecting Donerail's $36.50 all-cash offer that would provide certain, immediate and meaningful value to the shareholders. Donerail further highlighted its concerns that the company's reactions to Donerail's proposals demonstrate the entrenchment of the Board and its unwillingness to genuinely consider opportunities to maximize value for all the shareholders.
· On December 22, 2021, Donerail (7.4%) issued a press release announcing that it had submitted the Revised Offer to acquire the company at $32.86 per share.
· On March 3, 2022, Donerail Group withdrew its acquisition offer and issued a letter to shareholders stating that it intends to nominate a full slate of director candidates for election to the Board at the 2022 AGM. It expressed its disappointment with the company's fourth quarter 2021 results and 2022 annual guidance. Source
· On March 22, 2022, Donerail Group nominates full slate of six candidates for election to the Board at the 2022 AGM. Further, Donerail Group announced that SCW Capital Management and Harbert Fund Advisors have joined with them to effect change at the company. Together they hold 8.5%. It has launched www.ResetTurtleBeach.com for Updates on its campaign for change. Source
· On April 6, 2022, Donerail Group (8.5%) issued a letter to the shareholders soliciting vote for its nominees.
· On April 22, 2022, Donerail Group (8.5%) filed proxy materials seeking support for its nominees
· On May 13, 2022, the company announced it has reached an agreement with The Donerail Group on a meaningful refreshment of the Board. In addition, the Company disclosed its formation of a Strategic Review Committee that is overseeing an expanded and wide-ranging process to identify a buyer for the business. In connection with the Cooperation Agreement, Turtle Beach is appointing three members of the Donerail slate to the Board. In addition, one current Turtle Beach director will retire from the Board.
· On May 20, 2022, Donerail Group reduced its stake to 7.3%
· On May 8, 2023, the Board increased the size of the Board from nine (9) to ten (10) members and appointed William Wyatt, Donerail Group, to the Board. In connection with his appointment, Mr. Wyatt was also appointed to the newly formed Value Enhancement Committee of the Board.
Braemar Hotels & Resorts Inc (BHR) Accepts Ghassemieh Resignation After Alleged Breach
Key Summary: 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. 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. On February 20, 2026, the Issuer accused Bob Ghassemieh of breaching the Cooperation Agreement and accepted his escrowed resignation. He denied the claims as baseless and retaliatory but resigned, citing fiduciary concerns. His counsel disputed the allegations on February 23. 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. On June 3, 2024, Wafic Rida Saïd of Al Shams Investments LTD (9.8%) emailed Braemar's Chairman, Monty J. Bennett, and CEO Richard J. Stockton, proposing management changes, such as terminating the agreement with Ashford Inc. and appointing independent directors. 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. On July 4, 2024, Al Shams Investments LTD expressed concerns Regarding Braemar's (BHR) Cooperation Agreement with Blackwells Parties. On November 7, 2024, Al Shams Investments expressed concerns over Braemar’s corporate governance, including conflicts of interest and excessive fees paid to Ashford Inc., leading them to consider a proxy fight and initiate an investigation.
Market Cap: $232 million | Braemar Hotels & Resorts Inc. is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.
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
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.
Biglari Capital Sues Jack in the Box (JACK) Over Proxy Disclosures and Poison Pill in Delaware
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. 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
GreenWood Investors
· On November 3, 2025, the company signed a cooperation agreement with GreenWood that added two GreenWood-backed directors, imposed standstill and voting commitments, set ownership thresholds tied to board rights, and included plans for a confidentiality agreement. Source
· Effective November 7, 2025, the company appointed Alan Smolinisky to its board as a representative of GreenWood Investors, LLC
Jana Partners
· On February 15, 2018, Jana Partners disclosed 7.3% and stated that it had discussions with the company regarding the capital structure, margins, capital allocation, franchise mix, and operations. It stated that it may have further discussions with the company regarding these and other topics including governance and Board composition. Source
· On October 25, 2018, Jana Partners (6.7%) entered into a confidentiality and standstill letter agreement with the company. Under the Confidentiality Agreement, Jana Partners agreed to maintain the confidentiality of certain business information to be furnished by the company to Jana Partners and to abide by customary standstill obligations, subject to certain exceptions. Source
· On October 29, 2018, the company and Jana Partners entered into a Cooperation Agreement. Pursuant to it, the company and Jana Partners will cooperate in good faith to agree upon two individuals recommended by Jana Partners (each a “New Independent Director”) to be added to the Board of Directors. Source
· On January 4, 2019, the company and Jana Partners (6%) entered into an amendment to the Cooperation Agreement pursuant to which the deadline to appoint the new independent directors was extended to March 15, 2019. Source
· On January 14, 2019, Jana Partners reduced its stake to 3.4%.
· On April 25, 2019, the Company and Jana Partners entered into Amendment No. 3 to the Cooperation Agreement between the Company and Jana Partners dated October 29, 2018. Pursuant to which the Company added two individuals to the board on May 27, 2019. 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
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
Chip Wilson launches board challenge at at lululemon athletica inc. (LULU) with three director nominees
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
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