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Cannell Capital Proposed Board and Compensation Changes in Letter to Chairman and Interim CEO of Sportsman's Warehouse Holdings (SPWH)

Key Summary: On July 25, 2023, Cannell Capital (9.8%) criticized the company's performance, suggesting board changes and rejecting a restrictive Cooperation Agreement. On September 18, they proposed board and compensation changes, citing declining confidence and poor earnings. On April 27, 2023, GAMCO (5.59%) sought board representation.

Market Cap: $135 million | Sportsman's Warehouse Holdings, Inc., together with its subsidiaries, operates as an outdoor sporting goods retailer in the United States.


Cannell Capital

  • On July 25, 2023, Cannell Capital (9.8%) expressed dissatisfaction with the company's 2023 performance, as its stock declined 38% compared to competitors' gains. They suggested adding new members to the Board, introducing four potential candidates. However, the company's Cooperation Agreement attempted to restrict Cannell Capital's actions in exchange for adding one of their suggested board members. Cannell Capital disapproved the draft agreement and believes the incumbent Board should resign, allowing shareholders to select a new, independent Board. Potential repercussions from major proxy advisory services are warned if the current Board does not take this opportunity. Source

  • On September 18, 2023, Cannell Capital (10%) sent a letter to the Chairman of the Board and Interim CEO of the company discussing proposed changes for a Cooperation Agreement. These include altering the Board of Directors and reducing compensation significantly due to declining confidence in the Board's qualifications. The letter also criticizes recent Board actions and poor quarterly earnings. It concludes by offering a co-operation agreement.

GAMCO

On April 27, 2023, GAMCO (5.59%) sent a letter to the company's Chairman and Interim CEO seeking board representation.

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