Key Summary: On June 27, 2022, Frank Porter Stansberry (69%) demanded certain company records but withdrew the request on August 25. On September 6, he expressed interest in a board seat and potential acquisitions. Invited to join the board on December 20, Stansberry declined on January 13, 2023. On January 20, he demanded the resignation of most board members and investigations into past transactions. On March 3, he nominated three candidates for the board but reached a settlement on April 28, resulting in new appointments. On August 11, he criticized Q2 financial results and lack of investigations, reiterating his concerns on August 28. By September 8, Stansberry agreed to join the board and not sell shares before year-end. On October 17, Stansberry and Monument & Cathedral Holdings announced changes, including Stansberry becoming Chairman and CEO, which the company confirmed on October 18.Market Cap: $538 million | MarketWise, Inc. operates a multi-brand platform of subscription businesses that provides financial research, software, education, and tools for investors in the United States and Internationally.
On June 27, 2022, Frank Porter Stansberry (69%) filed a letter to the company demanding production of certain books and records relating to the series of transactions culminating in the company becoming a public company. He subsequently withdrew the demand letter on August 25, 2022.
On September 6, 2022, Mr. Stansberry informally expressed interest to certain board members and executive officers of the company in obtaining a board seat. Mr. Stansberry also informally identified potential strategic acquisitions for the company and a potential role for him on the management team. On multiple occasions, Mr. Stansberry has also expressed to certain board members and executive officers his disagreements with management.
On December 20, 2022, the Board invited Mr. Stansberry to join the Board. On January 13, 2023, Mr. Stansberry informed the company that he is not accepting the invitation to join the Board. Source
On January 20, 2023, Mr. Stansberry issued a letter to the Board communicating his concerns with the Board’s and company’s performance since becoming a public company, highlighting specific, problematic actions taken by the Board and current and former management. Additionally, Mr. Stansberry demands the immediate resignation of the entire board of directors, with the exception of Van Simmons, the calling of a special shareholder meeting to constitute a new board, and the firing of the company’s General Counsel. Further, Mr. Stansberry demands the Board launch investigations into the Ascendant transaction, the September 2022 warrant conversion transaction, and specific actions taken by the former CEO of the company. Mr. Stansberry intends to explore all potential ways to change the composition of the board.
On March 3, 2023, Mr. Stansberry submitted to the company his notice of intent to nominate Matthew Smith, Glenn Tongue, and Charles N. Curlett, Jr. for election to the Board at the 2023 AGM.
On April 28, 2023, Mr. Stansberry entered into a settlement agreement with the company and pursuant to it, the company has agreed to increase the size of the Board and to appoint David Eifrig, Glenn Tongue, and Matthew Smith to the Board prior to the 2023 AGM. Mr. Stansberry has withdrawn his director nominees and candidates for election to the Board at the 2023 AGM.
On August 11, 2023, Mr. Stansberry (66%) sent a letter to the Board expressing his concerns with the company’s financial results for the second quarter ended June 30, 2023, and with the Board’s refusal to investigate the IPO and warrant exchange offers. Mr. Stansberry requests that the Board take action and commence a thorough review of actions that led to the current financial condition of the compNY, to adopt a plan to return the business to delivering value to its shareholders on a consistent basis, and to review the IPO and warrant exchange offers. Source
On August 28, 2023, Mr. Stansberry (66%) sent a letter to the Board countering allegations of company harm, stressing his significant financial involvement. He critiques management for decreasing metrics and increasing management bonuses. Stansberry urges an impartial investigation into these concerns and the IPO process, with the goal of protecting shareholders' interests and improving company performance.
On September 8, 2023, Mr. Stansberry (63%) entered into an amendment agreement with the company dated as of April 28, 2023. Pursuant to the Amended Agreement, Mr. Stansberry will join the Board and has agreed to not sell shares prior to December 31, 2023. In the letter to the Board dated September 8, 2023, Mr. Stansberry expresses his hope to resume buying shares pending changes to the company’s capital allocation policy and his desire for the board to increase dividend payments.
On October 17, 2023, Mr. Stansberry and Monument & Cathedral Holdings, LLC, with affiliates, agreed to pursue changes at the company, including appointing Mr. Stansberry as Chairman and CEO, leadership changes, higher dividends, and an internal review for improvement. On October 18, 2023, the company announced these changes. Source
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