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Company Name: DAKTRONICS INC /SD/ Symbol: DAKT Filing Date: Dec-11-2024 Filer Name: ALTA FOX OPPORTUNITIES FUND, LP Source: https://www.sec.gov/Archives/edgar/data/915779/000153949724002619/exh99-1.htm

Alta Fox Opportunities Fund, LP Issues Detailed Investor Presentation On Daktronics Inc

Company Name: DAKTRONICS INC /SD/ Symbol: DAKT Filing Date: Dec-11-2024 Filer Name: ALTA FOX OPPORTUNITIES FUND, LP Source:...

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December 10, 2024 Mr. Alvaro Garcia-Tunon Chairman of the Board of Directors Matthews International Corporation Two NorthShore Center Pittsburgh, PA 15212 Dear Mr. Garcia-Tunon: Barington Capital Group, L.P. and certain of its affiliates (collectively “Barington”) are long-term investors that have been shareholders of Matthews International Corporation (“Matthews” or the “Company”) since April 2022. We invested in Matthews because we believe that the Company is significantly undervalued and has the potential to deliver substantial, above-market returns for its investors. In particular, we believe the Company’s Memorialization segment, which manufactures a comprehensive range of products for cemeteries, funeral homes and crematories, is an exceptionally valuable asset. This business commands significant market share, benefits from strong, long-term customer relationships, and contributed 61.6% of the Company’s EBITDA (before corporate costs) in fiscal 2024. Additionally, the business serves as a dependable source of cash flow, which we are convinced can be used to create meaningful long-term value for shareholders if deployed first, to pay down debt and strengthen Matthews’ balance sheet, and second, to invest in carefully selected growth opportunities. Unfortunately, the Company’s record of long-term value creation for shareholders has been dismal under the protracted tenure of Joseph C. Bartolacci, who has served as the Company’s President and Chief Executive Officer since 2006. As shown in the table below, the Company’s Class A Common Stock (the “Common Stock”) (including dividends) has significantly underperformed its self-selected peers and the market as a whole, not just over the past one-, three-, five- and ten-year periods, but over Mr. Bartolacci’s entire 18-year term as CEO: Matthews’ balance sheet has also deteriorated during Mr. Bartolacci’s 18-year tenure, with net debt to EBITDA expanding by nearly four times, from 0.9x on September 30, 2006 to 3.6x on September 30, 2024. As a result of the additional debt, the Company paid interest expenses of $50.5 million, or 2.8% of revenue, in fiscal 2024, compared to just $7.0 million, or 1.0% of revenue, in fiscal 2006. Matthews is now one of the more highly leveraged businesses among its Peer Group. 2 As you know, a member of Barington was engaged to serve as a consultant to Matthews over the past two years.3 Despite Barington’s track record helping numerous companies take steps to improve long-term shareholder value, in our view, the Company was either unable or unwilling to deliver meaningful progress on the initiatives we suggested. In short, we believe that working with the Company was not productive. We are patient, long-term investors, but we can no longer accept the status quo. We strongly believe that Matthews needs to take decisive steps to address its prolonged period of share price underperformance and unlock its value potential. Barington therefore recommends the following: 1. First, the Company should focus its efforts on businesses where it can create longterm shareholder value by exploring options to divest its poorly performing SGK Brand Solutions segment, follow through with its strategic review of its Warehouse Automation and Product Identification businesses within its Industrial Technologies segment, and identify an experienced and well-funded industry partner for its emerging Energy Storage (dry cell lithium-ion battery) manufacturing business. 2. Second, the Company should promptly seek to improve cash flow by increasing the amount of its sales, general and administrative (SG&A) expense reduction initiatives from $50 to $80 million and by allocating cash received from divestitures and its Memorialization segment to reduce indebtedness. 3. Third, the Company must promptly commence a search for a new CEO. Based on the Company’s performance during Mr. Bartolacci’s extended 18-year tenure, we do not believe that he is the right leader to unlock Matthews’ significant value potential. We also question his openness to making any changes to the collection of businesses acquired for the Company during his tenure despite their poor performance. 4. Finally, the Company should improve the composition of the Board of Directors (“Board”) and its corporate governance by adding new, experienced directors with proven records of creating long-term value for shareholders as well as declassifying its staggered Board. We are deeply disappointed with the Board’s stewardship of the Company during Mr. Bartolacci’s tenure. While we have attempted to engage privately with the Company in efforts to unlock shareholder value, those attempts have proven futile. We are therefore compelled to nominate three highly qualified individuals for election to the Board at the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”) with the background, experience and commitment to shareholder interests that we believe are necessary to enhance long-term value. If elected, our nominees are dedicated to working with the other members of the Board to implement our recommendations, subject to their fiduciary duties. Unacceptable Capital Allocation, Poor Execution and Excessive Spending During Mr. Bartolacci’s 18-year tenure as CEO, Matthews’ total shareholder return (which includes all dividends) equals a paltry 8.9%, compared to a 629.3% increase in the value of the Company’s self-selected Peer Group during the same period. This significant underperformance occurred despite strong performance from the Company’s Memorialization business, which has grown at an average annual rate of 3.5% between fiscal 2007 and fiscal 2024. It also occurred despite the Company’s substantial investments over this 18-year period, including $1.3 billion in acquisitions, $625.2 million in capital expenditures and $486.4 in share repurchases. Nevertheless, on December 6, 2024, the Common Stock closed 20.2% lower than on October 2, 2006, the day Mr. Bartolacci started as CEO.4 In our view, the Company’s dismal share price performance reflects a pattern of poor capital allocation decisions, including unsuccessful acquisitions, as well as lackluster operating execution and excessive SG&A expenses. A prime example is the acquisition of Schawk, Inc. (SGK Brand Solutions), a global packaging and brand experience business, for $616.7 million in fiscal 2014. Since the acquisition, SGK Brand Solutions’ revenue has decreased by $262.3 million, or 32.8%, falling from $798.4 million in fiscal 2015 to $536.6 million in fiscal 2024. Moreover, Matthews was required to write down its investment by a total of $266.2 million, underscoring what we see as likely missteps associated with the acquisition and the operation of this business under Mr. Bartolacci’s leadership. Similarly, we believe that the Company’s investments in the Industrial Technologies segment during Mr. Bartolacci’s tenure – which includes more established businesses such as Warehouse Automation and Product Identification as well as its emerging Energy Storage (dry cell lithiumion battery manufacturing) business – have delivered little meaningful value for shareholders. As such, we urge the Company to follow through on its recently announced plans to explore strategic alternatives for its Industrial Technologies segment, a recommendation we have repeatedly made. We ask the Board to rigorously evaluate the Company’s ability to generate long-term value for shareholders from these businesses. Given the Company’s inability to create value from industrial technology acquisitions, we do not support the Company pursuing additional bolt-on acquisitions for its Industrial Technologies segment at this time. We are also concerned about the Company’s investment in dry cell lithium-ion battery manufacturing equipment. Regardless of the merits of Matthews’ battery manufacturing technology, we believe that the Company’s ability to commercialize and scale this technology remains highly uncertain. Matthews appears to have limited experience competing in the energy storage and lithium-ion battery market. It appears that Tesla, Inc. (“Tesla”) is likely the only customer for this equipment today and ongoing litigation between the parties suggests that the future of the relationship could be in jeopardy.5 The EV battery industry is evolving rapidly, with new chemistries and manufacturing technologies continually emerging. Between 2021 and 2023, cumulative early-stage investment in battery innovation more than tripled to nearly $1.4 billion, with lithium technologies accounting for only 60% of the total.6 Moreover, the market is dominated by well-funded Chinese incumbents with significant excess capacity. China currently represents nearly 90% of global installed cathode active material manufacturing capacity and over 97% of anode active material manufacturing capacity.7 Given these challenges, Matthews seems ill-equipped to compete effectively in this highly competitive and capital-intensive industry. We have therefore urged the Company on multiple occasions to secure a strategic partner with the relevant expertise, capital and industry relationships necessary to successfully commercialize its lithium-ion battery manufacturing equipment. Further, we view the Company’s investment in Liquid X Printed Metals, Inc. (“Liquid X”) as yet another example of a poor capital allocation decision made during Mr. Bartolacci’s lengthy tenure. Matthews has invested a total of approximately $3.1 million in Liquid X, a private company specializing in ink technologies. 8 Notably, Mr. Bartolacci is a director of Liquid X and Gregory S. Babe, the Company’s Chief Technology Officer and the Group President of Industrial Technologies, serves as Liquid X’s President and CEO. In the fourth quarter of fiscal 2024, the Company wrote down the full value of the Company’s questionable investment in Liquid X. It is unclear to us how the Board believed investing in Liquid X would benefit Matthews’ shareholders when it approved this investment by the Company and why it permits Mr. Babe, a director of Matthews and one of its most senior executives, to run another business. In addition to poor capital allocation, our analysis reveals that the Company’s annual SG&A spending exceeds the median expenditures of its Peer Group by a substantial margin. 9 As a result, we believe that the Company’s recently announced $50 million SG&A cost reduction plan is inadequate and recommend that it be increased to deliver at least $80 million in cost reductions by mid-2025. Based on the Company’s comments that most of the cost reductions are expected to come from its European operations, we recommend that the Company explore additional opportunities to reduce general and administrative expenses associated with its North American operations. The Need for New, More Credible and Effective Leadership We strongly believe that the Board must replace Mr. Bartolacci as CEO. Given the Company’s poor share price performance and disappointing record in capital allocation and operating execution during his 18-year tenure, we believe that Mr. Bartolacci lacks the credibility and requisite experience to continue to lead Matthews. Moreover, Mr. Bartolacci’s background and experience appear ill-suited for a diversified conglomerate like Matthews with extensive investments in technology-focused businesses. A lawyer by training, he spent more than half of his pre-CEO career in various legal roles, followed by six years in leadership positions within the Company’s Memorialization segment and just a single year as President and COO before ascending to the CEO role. Notably, it appears that Mr. Bartolacci lacked meaningful experience in capital allocation or managing technology-driven, high-growth businesses when he became CEO. It is perhaps not surprising that the Company’s investments in these businesses during his tenure have failed to create meaningful value for shareholders to date. We are therefore convinced that Matthews and its shareholders deserve new leadership with the requisite skills and experience to position the Company for long-term success. Board and Corporate Governance Changes Lastly, given the dismal share price performance of the Company over an extensive period of time, we strongly believe that changes to the Matthews Board are needed. Ultimately, the Board is responsible for holding management accountable and retaining Mr. Bartolacci as CEO for such an extended tenure despite the Company’s poor results and share price performance. To ensure that the Board is acting with the best interests of shareholders in mind instead of maintaining the status quo, we believe the Board must promptly be refreshed. In our view, the Board’s composition is overly entrenched and long-tenured, in part due to its classified structure, and needs new experienced directors. As of the Company’s 2025 Annual Meeting, directors on the Matthews Board will have an average tenure of 11 years – 4 years longer than the average director tenure at a Russell 3000 company. We believe that lengthy director tenures can undermine board independence, weaken oversight and hinder effective decision-making. To address these issues and enhance accountability, we have nominated three directors with strong boardroom skills and experience as well as proven track records of creating long-term value for shareholders. If elected, they are committed to working diligently with the Board to implement our recommendations, subject to their fiduciary duties. Finally, we believe the Board’s inability to address the Company’s poor performance and allow Mr. Bartolacci to remain the Company’s CEO for 18 years is in part attributable to its classified structure. We therefore strongly recommend that stockholders be permitted to vote on an amendment to declassify the Board at the Company’s 2025 Annual Meeting. Research has shown that companies with classified boards are systematically less likely to fire their CEOs for poor performance.10 Indeed, we believe that Mr. Bartolacci’s tenure as CEO – more than three times the median tenure for S&P 500 CEOs – is a glaring example of the pitfalls of a classified board. 11 While boards at other companies are increasingly holding leadership accountable, the Matthews Board has seemingly chosen to look the other way for years. It is our strong preference to engage with the Board constructively on these matters. We hope that the Board recognizes the need for change. We believe that eighteen years of results speak for themselves, and that Matthews’ shareholders deserve better. With a 20-year history of working collaboratively with management teams and boards to improve long-term value, Barington has substantial experience investing in manufacturing and industrial companies. We are confident that by adding our director nominees to the Board and implementing the recommendations summarized above, Matthews will become a stronger and better capitalized company, generating substantial long-term value for the benefit of all shareholders. Sincerely yours, James Mitarotonda Source: https://www.sec.gov/Archives/edgar/data/63296/000092189524002925/ex991todfan06204013_121024.pdf

Barington Capital Group Sends Letter To Chairman Of The Board Of Matthews International Highlighting Urgent Need For New Leadership

December 10, 2024 Mr. Alvaro Garcia-Tunon Chairman of the Board of Directors Matthews International Corporation Two NorthShore Center...

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Company Name: MARTIN MIDSTREAM PARTNERS L.P. Symbol: MMLP Filing Date: Dec-09-2024 Filer Name: NUT TREE CAPITAL MANAGEMENT, LP Source: https://www.sec.gov/Archives/edgar/data/1176334/000092189524002907/ex1todfan14a14180002_120924.pdf

Nut Tree Capital Management L.P. Issues Detailed Investor Presentation On Martin Midstream Partners L.P.

Company Name: MARTIN MIDSTREAM PARTNERS L.P. Symbol: MMLP Filing Date: Dec-09-2024 Filer Name: NUT TREE CAPITAL MANAGEMENT, LP Source:...

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Believes Macy’s Shares are Undervalued and Do Not Reflect the Upside Potential in its Strategic Plan or the Attractiveness of its Luxury Operations and Owned Real Estate Assets Believes Macy’s Needs to Form a Separate Real Estate Subsidiary to Optimize the Value Potential of its Real Estate Portfolio Believes Macy’s Needs to Significantly Reduce Capital Expenditures; After a Decade of Massive Spending Has Failed to Deliver Value Creation for Stockholders Believes Macy’s Needs to Aggressively Repurchase its Shares, as its Stock Now Represents its Best Investment NEW YORK, December 9, 2024 – Barington Capital Group, L.P. and Thor Equities LLC and their respective affiliates (“Barington,” “Thor,” or “we”), who are shareholders of Macy’s, Inc. (NYSE: M) (“Macy’s” or the “Company”), published a detailed presentation today recommending that Macy’s make changes to its capital allocation strategy and consider other structural actions to improve shareholder value. Due to long-term challenges in the department store sector and previous management missteps, Macy’s valuation has suffered markedly over the past decade with its shares down approximately 70%.1 Despite numerous attempts at implementing strategic plans under multiple leadership teams to overhaul Macy’s value proposition, the one constant of all these ineffective actions has been Macy’s reliance on spending enormous amounts of the Company’s cash flows on capital expenditure projects. Unfortunately, these capital expenditures or actions focused on merchandising initiatives, cost reductions and store closures have delivered limited sustainable improvements to Macy’s operating results. Earlier this year, Macy’s announced a new strategic plan, called “A Bold New Chapter,” under the leadership of the Company’s recently appointed CEO, Tony Spring. We see early promise in the new plan, as it calls for the closure of a significant number of very low productivity Macy’s nameplate locations. We believe this action, coupled with further cost reductions the Company plans to enact, will result in a healthier store base that can begin to deliver consistent revenue growth and profit improvements. Investors, not surprisingly, have failed to embrace the plan with Macy’s shares down approximately 13% since the plan’s announcement.1 As a result, Macy’s current valuation multiples of 3.6x NTM consensus EBITDA and 6.4x NTM consensus EPS are near all-time lows.2 James Mitarotonda, Chairman of Barington, said, “We invested in Macy’s because we believe the shares are mispriced relative to the upside potential we see in management’s new strategic plan and the compelling value of the Company’s owned real estate assets. However, we are concerned with Macy’s large capital expenditure programs. Since FY:14, Macy’s has spent $9.7 billion cumulatively on capital expenditures, including $6.7 billion on property and equipment and $3.0 billion on technology.3 Over this same period, Macy’s has lost approximately $15 billion in market capitalization.1 Clearly, shareholders have seen no value creation from these investments.” While Macy’s may be proud of the fact it has returned $8.7 billion in capital to shareholders since FY:14, consisting of $5.3 billion in cumulative share repurchases and $3.4 billion in cumulative dividends, $4.2 billion of the share repurchases, or approximately 80% of the total, occurred in FY:14-16 when Macy’s share price was 3x higher than today.1,3 Barington believes Macy’s should look to its department store peer, Dillard’s, for a successful model in capital allocation. Mr. Mitarotonda continued, “Dillard’s has been executing a highly successful strategic plan focused on improving operating margins, prudently managing capital expenditures and aggressively returning capital to stockholders. Since FY:18, Dillard’s has paid out 60% of its total cumulative cash sources to stockholders versus Macy’s at 25%.4 Dillard’s stockholders have benefitted greatly from this plan, seeing a total return in their shares of +788% versus Macy’s of -12%.1 ” Joseph Sitt, Chairman of Thor, stated, “Macy’s owns valuable and well-located real estate assets – led by its flagship property at Herald Square in New York City – that we believe are worth between $5-$9 billion. In our opinion, Macy’s board should create a separate real estate subsidiary to collect market rents from Macy’s retail operations and pursue other asset sale and redevelopment opportunities. We believe doing so would greatly maximize the value of these owned assets for the benefit of stockholders.” Macy’s is a highly cash generative business and we believe it could become even more so if the Company’s strategic plan proves successful. Barington and Thor are concerned that Macy’s cash could be misallocated in the future through wasteful and ineffective capital expenditure programs. In addition, we are concerned that Macy’s board lacks the knowledge, vision and desire to extract maximum value from its real estate assets. Barington and Thor propose that Macy’s consider the following recommendations to improve shareholder value: 1. Reduce capital expenditures to 1.5%-2% of total sales from ~4% currently; 2. Repurchase a minimum of $2-$3 billion in stock over the next three years; 3. Create a separate internal real estate subsidiary to optimize the return potential of the Company’s valuable owned real estate assets; 4. Evaluate strategic alternatives for the Company’s higher growth Bloomingdale’s and Bluemercury luxury operations; and 5. Add Barington and Thor representatives to the Macy’s board. Mr. Mitarotonda and Mr. Sitt concluded, “We seek to be value-added stockholders at Macy’s that can bring fresh perspectives to the Company, especially in the areas of capital allocation, merchandising and retail, and real estate. We believe that operating improvements at Macy’s, coupled with our recommendations for aggressive share repurchases and structural changes to the business, could lead to a 150% to 200% total return for Macy’s stockholders over the next three years. In our opinion, Macy’s discounted stock represents the best investment the Company can make now.” Source: https://img1.wsimg.com/blobby/go/23431eee-32b7-41bf-b572-6a3046271716/downloads/91b86c05-ef62-4e67-bab1-953e566d224c/Macy_s%2C%20Inc.%20-%20Press%20Release%20-%20December%209%2C%20202.pdf?ver=1733802993781

Barington Capital Group Calls On Macy’s To Make Changes To Its Capital Allocation Plan To Improve Shareholder Value

Believes Macy’s Shares are Undervalued and Do Not Reflect the Upside Potential in its Strategic Plan or the Attractiveness of its Luxury...

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Company Name: MACY'S, INC. Symbol: M Filing Date: Dec-09-2024 Filer Name: BARINGTON CAPITAL GROUP LP Source: https://img1.wsimg.com/blobby/go/23431eee-32b7-41bf-b572-6a3046271716/downloads/33b5a8c3-b29c-4bb2-aba5-43fbf9b73d99/Macy_s%2C%20Inc.%20%20-%20Investment%20Presentation.pdf?ver=1733802993781

Barington Capital Group LP Issues Detailed Investor Presentation On Macy's, Inc.

Company Name: MACY'S, INC. Symbol: M Filing Date: Dec-09-2024 Filer Name: BARINGTON CAPITAL GROUP LP Source: https://img1.wsimg.com/blobb...

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JCP Investment Management entered into a Cooperation Agreement with Red Robin Gourmet Burgers, Inc (RRGB)

Key Summary: On December 3, 2024, JCP Investment Management (10.7%) entered a Cooperation Agreement with the company, appointing James C....

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Global Value Investment Corp desires for Board representation on Fluent Inc (FLNT)

Key Summary: On December 3, 2024, Global Value Investment Corp (15%) expressed an interest to the company in obtaining board...

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Slate Includes Sleep Number’s Former Chairman and Interim CEO and Director Candidates with Significant Shareholdings, Capital Allocation and Product Innovation Expertise and Track Records Overseeing Value-Enhancing Turnarounds Contends that its Director Candidates – Patrick A. Hopf, Jeffrey T. Jackson, Jessica M. Prager and Kevin Baker – Are Best Positioned to Identify Sleep Number’s Next CEO and Put the Company Back on the Path to Growth and Profitability Fellow Shareholders: Stadium Capital is Sleep Number’s largest shareholder, holding approximately 11.7% of the Company’s outstanding shares. Last week, we expressed our grave concerns with Sleep Number’s financial underperformance, corporate governance and flawed CEO search process and made specific proposals to solve these pressing issues. Based on the conversations we had with many of you both before and after the publication of our letter, we are confident the majority of you share our frustrations. That is why it was so surprising to see the Board respond by vehemently defending its actions, instead of pursuing the path of private collaboration with its largest shareholder (as we have done with Sleep Number previously). Today we are writing to inform you that we have nominated four exceptionally qualified directors with capital allocation, product innovation, business turnaround and unrivaled industry experience for election to Sleep Number’s Board at the upcoming Annual Meeting. We did not come to this decision lightly, as we strongly prefer private engagement with the management teams and boards of our portfolio companies on ideas for value creation and improved governance. In this case, our hand has been forced because Sleep Number’s Board is unwilling to work with its largest shareholder to add new directors to the boardroom to ensure an independent CEO search, and most concerningly, seems intent on continuing on its current perilous path. This was made particularly evident by the Board’s decision to reject our November 12th and November 25th proposals (seemingly without entertaining them whatsoever) that would have ensured a truly independent CEO search process. Concerningly, the Board’s obstinance is occurring in the face of investors embracing the prospect of change, with Sleep Number’s shares appreciating 20% since we highlighted the path to enhanced value in our letter last week. Most troubling in the Board’s response, which failed to address any of our concerns, was its characterization of our request as “unusual” for direct participation in the CEO search – the most consequential decision facing the Company over the next decade. Under standard circumstances, we believe a willing and experienced owner who holds more stock than the entire Board by many multiples should have a seat at the table for such a momentous decision. In these specific circumstances, where the long-tenured directors directly involved in this critical decision have such abysmal track records of value destruction, it is especially vital. A thoughtful and open-minded Board should welcome the input of a diligent, patient and large owner who brings a valuable and differentiated perspective to this enormously consequential decision. Unfortunately for this Board, the facts are starkly obvious: Sleep Number’s long-tenured directors (Shelly Ibach, Stephen Gulis, Brenda Lauderback, Michael Harrison and Barbara Matas, in particular) have failed all of us as fiduciaries. They have not only harmed but are now also insulting key constituents – the shareholders they are supposed to represent and the employees who are the heart and soul of the organization they govern – by wasting our money to protect their lucrative roles as directors for as long as possible. Their indefensible long-term record and recent self-serving actions make it overwhelmingly clear that they cannot be trusted with the important decisions that lie ahead. To fix this broken situation, we have nominated four highly qualified individuals who have the necessary expertise and independence to address Sleep Number’s most pressing issues. Our nominees are: Patrick A. Hopf Mr. Hopf is the former Interim CEO and Chairman of Sleep Number and a successful private investor in consumer-oriented companies. He will bring a positive track record of value creation as well as strategic change and board development experience. - Proven Value Creator with Deep Knowledge of Sleep Number: At St. Paul Venture Capital – one of the ten largest venture capital firms in the U.S. at its peak – Mr. Hopf led the firm’s investment in Sleep Number (then called Select Comfort) in 1991 and later became the Company’s Interim CEO and Chairman. Mr. Hopf oversaw multiple turnarounds at Sleep Number and during his leadership, Sleep Number’s market value grew to over $1.4 billion. He started the direct response sales channel at Sleep Number, helped launch the retail channel and Roadshow channel, and was instrumental in establishing the internet channel in the late 1990s. - Experience in Board Development and CEO Searches: Mr. Hopf has been on the boards of more than 30 private companies and was the Chairman of many of them, including Sleep Number, where he led three separate CEO searches for Sleep Number. - Strong Alignment with Shareholders: Mr. Hopf has steadfastly represented shareholder interests as a public market investor, private investor, board member and operating manager for over 40 years. Mr. Hopf also has a significant personal investment in Sleep Number. Jeffrey T. Jackson Mr. Jackson is an experienced CEO and public company director with an outstanding record of value creation and extensive experience managing cyclical companies across market cycles, which will be particularly relevant for Sleep Number. - Proven Value Creator: After Mr. Jackson was named CEO of PGT Innovations (“PGT”), the company’s shareholder returns annualized in the high-teens and PGT more than doubled EBITDA through organic growth and M&A activity. - Extensive Experience Managing a Cyclical Business Across All Phases of Growth: Prior to ascending to the CEO role, Mr. Jackson also served as PGT’s CFO, where he helped guide the business through the housing boom, bust and subsequent recovery, including effectively managing its cost structure to successfully position the company to capitalize on value-enhancing opportunities when the market recovered. - Experience Selling Products Through Multiple Distribution Channels: Mr. Jackson drove accretive growth across PGT’s portfolio of brands by selling its various products through company-owned retail stores, third-party retailers and independent dealers. Jessica M. Prager Ms. Prager has extensive experience building and scaling high-performing, culturally relevant brands. Her expertise in leveraging consumer data, driving product innovation and bridging digital and physical touchpoints will be particularly relevant in helping Sleep Number achieve its growth potential. - Proven Value Creator: Ms. Prager is Senior Vice President of Product at Roman Health Ventures (“Ro”), where she was one of the company’s first 10 employees and has been instrumental in scaling the company, which is now valued at $7 billion. She has helped drive Ro’s significant growth and cement its position as a leader in the consumer healthcare technology space. - Expertise in Leveraging Consumer Data and Insights to Drive Growth: Ms. Prager has a proven track record of using consumer data at scale and analyzing consumer insights to refine customer experiences and optimize growth marketing strategies. She has deep experience in demand generation, direct-response marketing strategies, brand building and optimizing ecommerce platforms from her roles at Ro, ClassPass, Bain & Company and PepsiCo. - Track Record of Marrying Brand Vision with Consumer Experience: At ClassPass, Ms. Prager helped redefine how consumers access fitness and wellness, connecting digital discovery with physical participation. At Warby Parker, she supported the launch of the company’s first permanent physical retail store, creating an omnichannel model that set new industry standards. Across Ro, ClassPass and Warby Parker, she has demonstrated an ability to scale businesses while maintaining brand integrity and cultural relevance. Kevin Baker Mr. Baker is a Managing Partner at Stadium Capital, Sleep Number’s largest owner, and will bring a much-needed ownership perspective to Sleep Number’s boardroom. - Shareholder Perspective with a Clear Understanding of Sleep Number’s Business: Exceptionally deep research and due diligence is a centerpiece of Stadium Capital’s patient investment strategy. As part of Stadium Capital’s investment team, Mr. Baker has led extensive due diligence spanning a decade on Sleep Number and the mattress industry. Mr. Baker will bring the largest shareholder’s perspective to the boardroom and be laser-focused on driving value for all shareholders. - Capital Allocation and Financial Markets Expertise: Mr. Baker has 14 years of experience as an investor in public companies, with significant experience working directly with the leadership teams of Stadium Capital’s portfolio companies on value-enhancing capital allocation and capital structure decisions. Our nominees’ highly effective and complementary skillsets will ensure that a refreshed, unbiased Board works constructively to identify the biggest causes of Sleep Number’s underperformance, uses those insights to identify the best CEO, and empowers and incentivizes Sleep Number’s next CEO to reignite the Company’s growth, profitability and market value. Most importantly, this refreshed Board will put Sleep Number’s owners’ interests above its own. We continue to believe that it is in the best interest of all shareholders for Sleep Number to collaborate with us by pursuing the path we articulated in our November 25th letter: work with us to refresh the Board, appoint an Executive Chairman and ensure a wholly independent CEO search process to identify the Company’s next leader. That is certainly the overwhelming message we have heard from fellow shareholders, and to be clear, that is our preferred outcome. However, if the Board continues down a self-serving path and unnecessarily squanders resources to defend those who are most responsible for the current calamity, then we will look forward to letting the owners decide the future of our Company at the Annual Meeting in spring 2025. Sincerely, The Stadium Capital Investment Team Source: https://www.sec.gov/Archives/edgar/data/827187/000092189524002858/ex991to13da507785006_120224.htm

Stadium Capital Management Nominates Four Exceptionally Qualified Director Candidates to Sleep Number’s Board of Directors

Slate Includes Sleep Number’s Former Chairman and Interim CEO and Director Candidates with Significant Shareholdings, Capital Allocation...

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On November 25, 2024, Warren Buffett shared his reflections in a detailed letter, addressing his philanthropic philosophy and legacy planning.   Here are a few key takeaways: 1. Read Wills, Avoid Conflicts He advocates for reading and understanding wills while living to prevent posthumous conflicts: I have one further suggestion for all parents, whether they are of modest or staggering wealth. When your children are mature, have them read your will before you sign it. Be sure each child understands both the logic for your decisions and the responsibilities they will encounter upon your death. If any have questions or suggestions, listen carefully and adopt those found sensible. You don’t want your children asking “Why?” in respect to testamentary decisions when you are no longer able to respond. Over the years, I have had questions or commentary from all three of my children and have often adopted their suggestions. There is nothing wrong with my having to defend my thoughts. My dad did the same with me. I change my will every couple of years – often only in very minor ways – and keep things simple. Over the years, Charlie and I saw many families driven apart after the posthumous dictates of the will left beneficiaries confused and sometimes angry. Jealousies, along with actual or imagined slights during childhood, became magnified, particularly when sons were favored over daughters, either in monetary ways or by positions of importance. Charlie and I also witnessed a few cases where a wealthy parent’s will that was fully discussed before death helped the family become closer. What could be more satisfying? 2. Other interesting nuggets Children should receive enough wealth to explore their ambitions without limitations, yet not so much that it diminishes their drive or sense of purpose. These bequests reflected our belief that hugely wealthy parents should leave their children enough so they can do anything but not enough that they can do nothing. Emphasizes modest living despite immense wealth and encourages redistributing excess wealth to create opportunities for the less fortunate. Buffett praises his children, Susie Jr., Howie, and Peter, for their philanthropic work. They now oversee significant philanthropy, managing teams and distributing vast sums responsibly. Source: https://www.berkshirehathaway.com/news/nov2524.pdf

Buffett's Advice on Wills

On November 25, 2024, Warren Buffett shared his reflections in a detailed letter, addressing his philanthropic philosophy and legacy...

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November 29, 2024 Dear MMLP Unitholders, Nut Tree Capital Management L.P. (“Nut Tree”) and Caspian Capital L.P. (“Caspian”), together with their affiliates (collectively, “we”, “us” or “our”), have combined economic exposure in Martin Midstream Partners L.P. (NASDAQ: MMLP) (“MMLP” or the “Company”) of approximately 13.2% of the outstanding common units and are strong believers in the long-term value and future prospects of MMLP. In order for MMLP unitholders to protect the value of their investment, we are urging unitholders to vote “AGAINST” the Company’s proposed merger (the “Merger”) with a subsidiary of insider-controlled Martin Midstream Resource Corporation (“MRMC”) at the Company’s upcoming special meeting of unitholders scheduled for Monday, December 30, 2024, at 10:00 AM Central Time (the “Special Meeting”). Under the current terms of the related merger agreement (the “Merger Agreement”), each MMLP common unit would be converted into $4.02 in cash. We believe this is an extremely inadequate price and would unfairly transfer significant value that rightfully belongs to MMLP unitholders to the Company’s insiders, including the ultimate control person of MRMC, Ruben Martin, III. As discussed below, we strongly oppose the Merger for the following reasons: 1. We believe MMLP is worth far more than the $4.02 per unit being offered to unitholders based on industry-standard valuation methodologies, including ones that MMLP and its advisors have used: a. Multiple of 2024 expected EBITDA analysis indicates MMLP could be worth over $15.40 per unit, more than 280% over the purchase price proposed by MRMC. b. Unit Dividend yield analysis based on the Company’s Distributable Cash Flow indicates MMLP could be worth $6.90 to $11.55 per unit, 72%-187% over the purchase price proposed by MRMC. c. Cumulative Distributable Cash Flow just from Q4 2024 through the projection period of 2028 amounts to $4.87 per unit, a 21% premium to the purchase price even excluding any future value past 2028. 2. The financial analysis used to value MMLP was highly flawed. 3. MMLP has a bright future as a publicly traded company that we believe is on the cusp of delivering substantial value to unitholders, including future dividends—value that, if the Merger is completed, would instead go directly to Ruben Martin, III and other Company insiders. 4. The board members tasked with evaluating and negotiating the Merger Agreement on behalf of MMLP unitholders unaffiliated with MRMC or Mr. Ruben have long-standing relationships with Mr. Ruben and were not allowed to seek out any alternative, potentially better, deal from anyone other than MRMC. We therefore urge you to join us in opposing the merger by voting “AGAINST” the Merger on the enclosed GOLD Voting Instruction Form. If you have already voted “For” the merger, a later dated vote will revoke your previously cast vote. Only your latest dated vote counts! Nut Tree and Caspian are each long-tenured investors in MMLP. In this letter, we share our views as to why we believe the Merger materially undervalues MMLP and its future prospects and should be rejected by MMLP common unitholders at the Special Meeting. THE MERGER PURCHASE PRICE DRASTICALLY UNDERVAUES MMLP BASED ON INDUSTRY-STANDARD VALUATION METHOLODIGIES The purchase price in the Merger of $4.02 per unit price represents a multiple of 5.2x MMLP management’s expected 2024 EBITDA,1 which drastically undervalues MMLP based on the valuations of appropriate comparables. · The average multiple of the constituents of the Alerian MLP Index,2 the leading index of energy MLPs whose constituents like MMLP earn the majority of their cash flow from midstream activities involving energy commodities, trade at an average of 9.4x 2024E EBITDA and a median of 9.7x.3 · MMLP’s self-selected peers included in its May 2024 investor presentation (SUN, SPH, GEL and NGL) trade at a mean of 9.1x and median of 9.9x. Using a multiple of 9.0x 2024 EBITDA, which is on the lower end of the valuation range of those comparables, would imply that MMLP is worth over $15.40 per common unit, more than 280% over the Merger price. As discussed below, in order to justify the Merger price based on a multiple of MMLP management’s expected 2024 EBITDA, the Company and its financial advisors used a different and highly inappropriate set of comparables. MMLP UNITHOLDERS LIKELY ABLE TO RECEIVE SIGNIFICANT CASH PAYOUTS DUE TO MMLP’S FUTURE DISTRIBUTABLE CASH FLOW AND DECREASING LEVERAGE RATIO Due to the pass-through structure of master limited partnerships (“MLPs”), investors generally place importance on an MLP’s ability to pay current and future distributions, and commonly value them for their yield per unit. While MMLP currently pays a de minimis distribution and is restricted from growing its distribution under the terms of its bond indenture, we believe this is likely to change in the near term, which would greatly enhance the Company’s value to common unitholders. Importantly, MMLP is projected to have significant and growing Distributable Cash Flow, an indicator of the level of distributions that could be paid to MMLP’s common unitholders in the future. With low current distributions, but the potential to pay high future distributions, we believe Distributable Cash flow is the best way to value MMLP’s common units. 1 Using year-end 2024 expected net debt balance of $455.0 million, which accounts for seasonal working capital repayment of the revolver. Houlihan Lokey Selected Historical and Projected Financial Information. Project Augusta, Discussion Materials for the Conflicts Committee, pg. 13, October 3, 2024. 2 Excludes MMLP and Star Group LP (SGU), which has no consensus forward estimates. 3 Using 10/31/24 business close prices. Consensus forward EBITDA estimates sourced from Bloomberg. The Company agrees: “Distributable Cash Flow is also a quantitative standard used throughout the investment community with respect to publicly-traded partnerships because the value of a unit of such an entity is generally determined by the unit's yield, which in turn is based on the amount of cash distributions the entity pays to a unitholder.”4 From 2011 until the temporary business volatility caused by COVID-19 in 2020, MMLP never had a payout ratio (the ratio of distributions to Distributable Cash Flow) below 80%. Based on management’s projections and a payout ratio range of 60-100%, the Company could pay an annualized distribution of at least $0.52 to $0.87 per Common Unit in 2025. Furthermore, at a unit yield in-line with the average of the Alerian MLP index constituents’ indicative yield of 7.5%5, the MMLP Common Units would be valued at $6.90 to $11.55 per Common Unit, or 72%-187% over the purchase price proposed by MRMC. MMLP currently has 11.5% Second Lien Bonds outstanding, which have a covenant in their indenture that prevents MMLP from growing distributions while leverage is above 3.75x. This covenant first entered MMLP’s bond indentures with bonds issued during the height of fears around the impact of the COVID-19 pandemic in 2020. MMLP now projects leverage will decline to under 3.75x in the next two years, and alternatively, MMLP has the opportunity to refinance these bonds at their early call dates in July 2025 and February 2026. Either of those developments would allow MMLP to address the covenant and reestablish a distribution payout ratio consistent with both historical practice and peers. MMLP HAS OTHER ASSETS NOT CONSIDERED THAT ADD TO ITS VALUE MMLP also has certain other assets not currently contributing to earnings that may have significant value that do not appear to have been reflected in Houlihan Lokey’s analysis. Management has discussed with investors the potential “hidden value” of 98 acres of owned and undeveloped land in and around Beaumont, TX. In those discussions, management has stated that this land could support another specialty industrial site, as it is in close proximity to three different rail facilities and also provides access to at least one deepwater dock large enough to accommodate a natural gas carrier. MERGER ENTAILS MASSIVE CONFLICTS OF INTEREST AND DESERVES HIGHEST DEGREE OF SCRUTINY AND SKEPTICISM FROM UNITHOLDERS MRMC is controlled by Ruben Martin, III, who serves as President, Chief Executive Officer, and Chairman of the Board of Directors of MRMC, and also serves as Chairman of the General Partner of the Company. Additionally, MRMC and certain of its affiliates already own approximately 26% of the Company’s common units. With Mr. Martin and MRMC essentially on both sides of the transaction, the terms of the Merger and the valuation process that led to it should require the highest level of scrutiny to protect the interest of unaffiliated MMLP unitholders. 4 See MMLP’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2024. 5 Excludes MMLP and NGL Energy Partners LP (NGL), which does not pay a distribution The Company’s own proxy statement admits that the Board of Directors of the General Partner, which is controlled by MRMC and Mr. Martin, never had authority to pursue any alternative proposals outside of MRMC’s offer. The Company actually says that the Conflicts Committee believed that MRMC would not permit it to even “conduct a meaningful process” to explore third party interest in an alternative deal. Knowing that, how are we to believe the Conflicts Committee properly reviewed, evaluated and negotiated the Merger with MRMC to obtain maximum value for MMLP’s unitholders? The Conflicts Committee and its advisors are supposed to be looking out for the interests of MMLP’s unaffiliated common unitholders. However, the members of the Conflicts Committee appear to be anything but truly independent from Mr. Martin and his affiliates, including MRMC. The Conflicts Committee is comprised of Byron Kelley (Chairman), James M. Collingsworth and C. Scott Massey, who have served with Mr. Martin on the General Partner's Board of Directors for approximately 12 years, 10 years and 22 years, respectively. In 2023, MMLP reported compensation to each of those directors of $159,999 in cash and stock awards. We believe that the longstanding relationships of each Conflicts Committee member with Mr. Martin casts significant doubt on their true independence from MRMC and Mr. Martin. WE BELIEVE THAT THE ANALYSIS CONDUCTED BY THE FINANCIAL ADVISOR TO THE CONFLICTS COMMITTEE, HOULIHAN LOKEY, WAS FLAWED AND BIASED TOWARD JUSTIFYING A TRANSACTION WITH MRMC In ultimately recommending in favor of approving the Merger, the Conflicts Committee that reviewed, evaluated, and negotiated the Merger with MRMC on behalf of MMLP relied on financial analyses prepared by its financial advisor, Houlihan Lokey. The Company’s proxy statement for the Special Meeting goes into significant detail regarding that analysis, showing that the analysis was flawed in a way that was biased toward justifying MMLP enter into the Merger and only that particular transaction. We believe that Houlihan Lokey selected a highly inappropriate set of comparables to use as the basis for its analyses, featuring conveniently low EBITDA multiple valuations for its selected companies’ EBITDA Multiple analysis and high weighted average costs of capital for its Discounted Cash Flow analysis. These comparables included non-MLPs and businesses with significantly more earnings variability in sectors very different from the Company in Houlihan Lokey’s most relevant comparables. Tellingly, only four out of the 13 comparable companies Houlihan Lokey used are members of the Alerian MLP Index, which is the leading index of energy MLPs whose constituents like MMLP earn the majority of their cash flow from midstream activities involving energy commodities.6 Notably, Wells Fargo, MRMC’s financial advisor, also conducted its own Discounted Cash Flow Analysis utilizing the same projections as Houlihan Lokey. However, by applying different weighted average cost of capital and terminal multiple assumptions based on a (presumably different) undisclosed comparable set, Wells Fargo arrived at a far higher valuation of $5.34 per MMLP common unit, with a range of $3.81 to $7.30 per MMLP common unit7 compared to Houlihan Lokey’s range of $1.56 to $4.49 per MMLP common unit. 8 6 The four constituents of the Alerian MLP index are Genesis Energy LP (GEL): 2024 Enterprise Value to adjusted EBITDA of 10.7x; NGL Energy Partners LP (NGL): 2024 Enterprise Value to adjusted EBITDA of 7.0x; Delek Logistics Partners, LP (DKL): 2024 Enterprise Value to adjusted EBITDA of 9.2x; Suburban Propane Partners, LP: 2024 Enterprise Value to adjusted EBITDA of 8.9x. Houlihan Lokey Selected Companies Analysis. Project Augusta, Discussion Materials for the Conflicts Committee, pg. 15, October 3, 2024. 7 Wells Fargo Project Augusta. Presentation to the Board of Directors of Martin Resources Management Corporation. October 3, 2024, pgs. 21-23 8 Houlihan Lokey, Financial Analyses Summary (Cont.). Project Augusta, Discussion Materials for the Conflicts Committee, pg. 12, October 3, 2024. Houlihan Lokey’s use of an inappropriate set of comparables tainted both core valuation analyses the Conflicts Committee relied on when recommending the Merger. An objective and industry-standard analysis based on appropriate comparable company EBITDA multiples, dividend yields, and Distributable Cash Flows, paints a completely different story, and makes it clear that the Merger price of $4.02 per unit drastically undervalues MMLP. NO JUSTIFIABLE OR COMPELLING RATIONALE FOR THE MERGER HAS BEEN PRESENTED TO MMLP UNITHOLDERS! WE BELIEVE THAT REMAINING A PUBLICLY TRADED MLP OFFERS A PATH TO SUPERIOR VALUE CREATION FOR MMLP UNITHOLDERS We see no compelling financial need for MMLP to complete the Merger – it is more valuable for unitholders to hold on to their investment and realize the benefit of near- and medium-term developments that we believe will drive value for unitholders than to accept an insufficient purchase price. · MMLP’s significant projected Distributable Cash Flow can be used to pay distributions, reduce debt, or invest in growth capital expenditures, all of which will benefit current unitholders. Cumulative Distributable Cash Flow just from Q4 2024 through the projection period of 2028 amounts to $4.87 per Common Unit,9 a 21% premium to the purchase price even excluding any future value past 2028. We believe that if MMLP remains a publicly traded MLP, unitholders will be able to realize the Distributable Cash Flow growth that is the result of prior investment and a reduction in the high interest they have born since 2020. · The value of prior capital expenditures, as well as other assets, discussed above has yet to be realized. Since 2020, the Company has incurred debt with interest rates over 10.5%. The Company has a near-dated opportunity to materially reduce interest expense, boosting Distributable Cash Flow, while also eliminating current restrictions on distributions. MMLP’s growing Distributable Cash Flow, the long-awaited payoff for unitholders’ prior burdens, indicates a potential for higher actual distributions to unitholders in the near-term. Given MMLP’s projected financial performance and the significant benefit to MRMC and its affiliates of an increase in distributions, we believe that MRMC will be motivated to increase distributions and MMLP unitholders would be far better off continuing to hold their investment in order to receive the upside from a potential increase in distributions, as well as from MMLP’s earnings power. These rewards are far more valuable than the Merger Consideration and only realizable by rejecting the Merger. 9 Houlihan Lokey, Selected Historical and Projected Financial Information. Project Augusta, Discussion Materials for the Conflicts Committee, pg. 13, October 3, 2024. 4Q24 Distributable Cash Flow calculated as 2024E Distributable Cash Flow less 9 months ended 9/30/24 company reported Distributable Cash Flow. MMLP IS A SUCCESSFUL BUSINESS WITH A BRIGHT FUTURE. WE URGE UNITHOLDERS TO VOTE “AGAINST” THE PROPOSED MERGER AT MMLP’S UPCOMING SPECIAL MEETING In light of these considerations, we strongly urge unitholders to vote “AGAINST” the Merger at the Special Meeting. As demonstrated, the Merger’s outlined shortcomings render it not aligned with the best financial interests of unitholders, nor does it appropriately reflect MMLP’s intrinsic value and near-term prospects. PROTECT YOUR INVESTMENT. EVERY VOTE MATTERS NO MATTER HOW MANY COMMON UNITS YOU OWN Unitholders must act decisively to safeguard their investment. We urge unitholders to protect the value of their investment by voting “AGAINST” the proposed merger. While not voting is the same as voting against, we strongly recommend you send a clear message to the Board by voting AGAINST today. You can vote by internet or by signing and dating the enclosed GOLD voting instruction form and mailing it in the postage paid envelope provided. If you have any questions about how to vote your shares, please contact our proxy solicitor, Saratoga Proxy Consulting LLC, by telephone +1 (212) 257-1311 or (888) 368-0379 or by email at info@saratogaproxy.com. For more information, including voting instructions, visit our website www.protectmmlpvalue.com. With your vote, we will be one step closer to providing MMLP unitholders with the value they deserve and putting MMLP on the path to continued success. We thank you for your support. Sincerely, Nut Tree Capital Management, LP Jed Nussbaum Chief Investment Officer Partner Scott Silver Principal Caspian Capital LP David Corleto Meagan Bennett Managing Director Source: https://www.sec.gov/Archives/edgar/data/1176334/000092189524002837/e664053_dfan14a-ntcm.htm

Nut Tree And Caspian Issued The Letter To The Martin Midstream's Unitholders

November 29, 2024 Dear MMLP Unitholders, Nut Tree Capital Management L.P. (“Nut Tree”) and Caspian Capital L.P. (“Caspian”), together...

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Key Summary: On November 27, 2024, Barry J. Renbaum and Carol E. Renbaum (the "Investor Group") confirmed their intent to purchase 24.9% of the common stock and nominate Carol E. Renbaum and Bryan M. Renbaum for the board in 2025.

Investor Group Plans 24.9% Stock Purchase and Board Nominations at Farmers and Merchants Bancshares, Inc (FMFG) for 2025

Key Summary: On November 27, 2024, Barry J. Renbaum and Carol E. Renbaum (the "Investor Group") confirmed their intent to purchase 24.9%...

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Sincerity Australia Pty Ltd urged Stevia Corp (STEV) shareholders to remove Chairman Over Fraud Allegations

Key Summary: On November 25, 2024, Sincerity Australia Pty Ltd accused Chairman Kenneth Maciora of fraud and mismanagement, urging his...

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November 27, 2024 Dear AIM Stockholders: Ted Kellner, as the nominating stockholder and a nominee, together with his other nominees, Todd Deutsch, Robert L. Chioini and Paul W. Sweeney (collectively, the “Kellner Group,” “we” or “us” and, as nominees, the “Kellner Group Nominees”), are writing you today regarding the 2024 Annual Meeting of Stockholders of AIM ImmunoTech Inc., a Delaware corporation (“AIM” or the “Company”), to solicit your vote to elect each of us to AIM’s Board. You should have already received the Kellner Group’s proxy statement and we urge you to read it carefully because it contains important information. Please refer to the end of this letter for information about where you can find additional information. Mr. Kellner is one of AIM’s largest stockholders and has held his shares for several years. Mr. Deutsch is also one of AIM’s largest stockholders and has also held his shares for several years. Collectively, the Kellner Group is AIM’s largest stockholder. The Kellner Group is aligned with AIM stockholders and has no motivations other than to improve the Company’s performance. After nine years of terrible management and execution by the entrenched Board, who continue to mislead stockholders and keep them in the dark, Board refreshment with new directors who have a vested interest in the success of AIM is the only way AIM can reverse its misfortune and see its share price increase. We urge AIM stockholders to disregard the incumbent Board’s baseless and misleading attempts to question our motivations. This is nothing more than an effort to divert attention from the incumbent’s Board’s numerous failures and improper actions. The Incumbent Board Has Failed AIM Stockholders and Destroyed Value The incumbent Board has controlled AIM for almost nine years and the results speak for themselves: AIM’s stock price has declined by more than 99%, and it continues its free fall – declining by approximately 40% in 2024 alone.1 Net losses totaling over $120M have occurred from 2016 through June 30, 2024 and are accelerating.2 G&A spending is excessive and increasing, driven largely by entrenchment efforts, going from $8.67 million in 2021 to $21.1 million in 2023.3 Excessive G&A expense comes at the expense of research and clinical development (R&D) for Ampligen, with R&D expenses consistently falling below G&A (approximately half in recently reported periods).4 As a result of this performance, AIM’s financial condition has deteriorated severely: As of September 30, 2024, effective liquidity was less than $1.0 million (cash and equivalents plus marketable securities, minus accounts payable).5 AIM’s management has raised substantial doubt about AIM’s ability to continue as a going concern and AIM’s stockholders’ equity is below the minimum requirement for continued listing on the NYSE American stock exchange.6 AIM’s situation is dire, and drastic change is needed immediately before it is too late. 1 Stock prices included herein are based on historical data available at nyse.com, which data with respect to the Company account for reverse stock splits of 1 for 12 in 2016 and 1 for 44 in 2019. 2 See the definitive proxy statement filed by the Kellner Group with the Securities and Exchange Commission (the “SEC”) on November 6, 2024 (the “Proxy Statement”), pg. 17; see also the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. 3 See the Proxy Statement, pg. 14. 4 See the Proxy Statement, pg. 14. 5 See the Condensed Consolidated Balance Sheets included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 14, 2024 (“2024 Third Quarter 10-Q”). 6 See the 2024 Third Quarter 10-Q. The incumbent Board has squandered its cash and failed to complete a single relevant Company-sponsored Ampligen clinical study and has funded its massive losses and wasteful spending with dilutive and expensive financings. This has been going on for years. As of the record date for the annual meeting, there were 63.7 million shares outstanding – more than 100x dilution since the incumbent Board took control.7 And AIM stockholders have nothing to show for this massive dilution – a 99+% decline in value, a lack of clinical progress and a company on the brink of insolvency. This gross financial mismanagement comes at the expense of clinical development. AIM has been developing Ampligen for decades. Yet, after almost nine years under the control of the incumbent Board, we see no clear path to FDA approvals or commercialization. AIM’s most recent Form 10-Q does not mention any plans Phase 3 studies, and it is not even clear when disclosed Phase 1 and 2 studies will be completed or next steps. AIM’s strategy is characterized by shifting focuses with no follow through, hoping to draw positive attention with press releases from time to time, but no clear timelines or goals toward regulatory approval and generating sales. With no revenues, dwindling cash resources, unsustainable financing sources and a stagnant clinical program, change is desperately needed. The Incumbent Board Breached Its Fiduciary Duties and Engaged in Gross Waste The Delaware Supreme Court ruled in 2024 that the incumbent Board breached its fiduciary duties. In describing the Board’s adoption of amended bylaws, the court stated that the “primary purpose was to interfere with Kellner’s nomination notice, reject his nominees, and maintain control” and that the bylaws were “product of an improper motive and purpose, which constitutes a breach of the duty of loyalty.” (emphasis added) This illegal behavior by the AIM Board was not an isolated incident. A federal district court in Florida sanctioned AIM and its counsel in 2024 in its Section 13(d) claims against members of the Kellner Group and others – claims that have been dismissed multiple times – for pursuing arguments that were “factually and legally frivolous and advanced for an improper purpose.” (emphasis added) The incumbent Board is engaged in gross waste in pursuit of this improper purpose. Based on AIM’s own disclosures, we estimate that the incumbent Board has spent between $15 to $20 million in just the past approximately two years in their bad faith effort to prevent a meaningful election of directors and maintain control. 8 This is an unconscionable amount for a company of AIM’s size – approximately equal to or greater than its entire market capitalization. We believe the incumbent Board bears sole responsibility for this waste—the incumbent directors initiated and continued this effort in order to entrench themselves and disenfranchise stockholders. No Board acting in good faith could justify these actions. But for the incumbent Board, which has overseen a massive destruction in stockholder value and 99+% stock price decline under its control, to engage in this bad faith effort is completely shocking and disqualifying. The Board’s bad behavior is either intentional or due to incompetence, or a combination of both, either way the incumbent Board has failed miserably and must be dismissed immediately. The Incumbent Board Has No Strategic Plan and Will Not Change Their Destructive Course AIM’s mismanagement and lack of progress has been overseen by the incumbent Board. The incumbent Board has been in control of AIM for almost 9 years, with Equels, Mitchell and Appelrouth having been involved with AIM and each other going back years before then. Bryan is new to the Board, but had a prior relationship with Equels and was hand-picked by him, without any independent search, and has joined right in with the others. After decades of reckless oversight and gross mismanagement, the results are clear: an epic failure. The entrenched incumbent Board has no plan to change their destructive course, no strategic business plan, no initiatives for independent oversight, no plan for proper governance, no plan to reduce excessive compensation, no plan for a focused 7 See the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 29, 2016, with such number adjusted to account for reverse stock splits of 1 for 12 in 2016 and 1 for 44 in 2019. 8 Represents Kellner Group estimate based on increase in Company’s G&A expense from 2021 to 2023 and explanations provided as disclosed in AIM’s Annual Reports on Form 10-K for past two years, together with continued elevated G&A expenses in 2024 to date as disclosed AIM’s most recent Quarterly Report on Form 10-Q. clinical strategy and targeted R&D, no plan to reduce wasteful G&A spending, no plan for transparency for current stockholders, and no plan to attract long-term investors. Their only plan is more of the same, maintaining control at all costs while the company suffers and claiming clinical progress is somehow perpetually around the corner. The Kellner Group Nominees are the Only Option to Turn Around AIM Collectively, the Kellner Group Nominees would bring a wealth of business, financial, clinical trial, life science and corporate governance experience and much needed credibility to the Board. Unlike the incumbent Board, the Kellner Group Nominees have a plan: Summary of Full Board Strategic Review of the Most Important Issues Plaguing AIM Today Complete Review of Ampligen and invest resources in the most promising applications •   Leverage internal and external resources to review the numerous different indications of Ampligen •   Create real, focused clinical strategy to help patients and stockholders Review of excessive G&A spending and current levels of R&D •   Reallocate spending from G&A to R&D •   Cut back on excessive G&A spending, starting with excessive compensation and legal spending •   Right size and focus R&D as dictated by comprehensive review of Ampligen Review of Financing and Investor Communications •   Leverage director expertise and networks to create financial plan to ensure AIM can continue to operate in future years without taking on costly and overly dilutive financing •   Actually communicate with shareholders AIMs plans and begin to rebuild trust Review Management and Practices •   Review current management and key personnel •   Attempt to work constructively with current team to ensure sufficient continuity •   If this is not possible, the Kellner Group has the experience and background to lead a turn around •   If it becomes necessary, Mr. Chioini is committed to doing whatever the Board needs, including serving as interim CEO while Board runs a succession process Review of Governance & Executive Compensation •   Rectifying AIM’s abysmal governance track record and excessive compensation practices. •   Identify an additional independent director to add to the Board, with a focus on finding a candidate with no past history with AIM, with scientific or other relevant expertise, and with a diverse background THE KELLNER GROUP URGES ALL STOCKHOLDERS TO VOTE ON THE ENCLOSED GOLD PROXY CARD TODAY TO ELECT TED D. KELLNER, TODD DEUTSCH, ROBERT L. CHIOINI AND PAUL SWEENEY If you have any questions, require assistance in voting your GOLD proxy card, or need additional copies of the Kellner Group’s proxy materials, please contact Okapi Partners at the phone numbers or email address listed below. Please also visit https://okapivote.com/AIM/ for additional information. Thank you for your support. The Kellner Group Contact: Okapi Partners LLC 1212 Avenue of the Americas, 17th Floor, New York, New York 10036 Stockholders may call toll-free: (844) 343-2621 Banks and brokers call: (212) 297-0720 Email: info@okapipartners.com Source: https://www.sec.gov/Archives/edgar/data/946644/000119312524267132/d869636ddfan14a.htm

Vote for Kellner Group Nominees Now for Desperately Needed Change before it is Too Late

November 27, 2024 Dear AIM Stockholders: Ted Kellner, as the nominating stockholder and a nominee, together with his other nominees, Todd...

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Dear Fellow Shareholders, This communication is being filed to bring to your urgent attention certain activities and behaviors by Stevia Corp's Chairman, Kenneth Maciora, which we believe represent a pattern of fraud and mismanagement, posing significant risks to the value of your investment in STEV. Allegations Against Kenneth Maciora 1. Fraudulent Behavior Involving $12,000 Social Media Campaign: On September 25, 2024, Kenneth Maciora, acting as the owner of Empire Relations Group Inc., entered into an agreement to initiate a $12,000 social media market awareness campaign for an OTC-listed company, WNLV. Despite receiving full payment from the client, no tangible work or progress has been made to date, with Kenneth providing only unsubstantiated assurances via SMS. Similar fraudulent activities have been reported by other victims, including CDBT and Harmonic, involving misrepresentation and financial harm. 2. Breach of Fiduciary Duty: As Chairman of STEV, Kenneth Maciora is obligated to act in the best interests of shareholders. However, his fraudulent activities outside of STEV raise serious concerns about his governance and ethical conduct. 3. Risk of Reputational Damage to STEV: The association of Stevia Corp with an individual accused of fraudulent and unethical behavior could tarnish the company’s reputation, reduce investor confidence, and affect stock performance. Proposed Action 1. Investigation and Accountability: We demand that an independent investigation be conducted into Kenneth Maciora’s actions, including his role in STEV’s management and external dealings that may conflict with his duties to shareholders. 2. Resignation or Removal of Kenneth Maciora: Given the severity of the allegations, we recommend that shareholders vote for the immediate removal of Kenneth Maciora as Chairman of Stevia Corp and the appointment of an interim Chairman with a proven record of integrity and transparency. 3. Enhanced Governance Measures: We propose stronger corporate governance measures, including stricter oversight of officer activities and regular shareholder updates to restore trust and accountability. Call to Action for Shareholders It is time, for shareholders, to unite and demand better leadership for Stevia Corp. We cannot allow the actions of a single individual to undermine the value of shareholders investment or the integrity of the company. We urge you to: 1. Support the Proposal to Remove Kenneth Maciora as Chairman. 2. Vote for the Appointment of an Independent Interim Chairman. 3. Demand an Immediate Investigation Into the Allegations. Your voice matters in safeguarding the future of Stevia Corp. Together, we can ensure the company remains focused on its mission and operates with the highest ethical standards. Contact Information For more details, or if you have concerns or questions, please reach out to: Yiwen (James) Zhang james@sincerityplastics.com Sincerely, Sincerity Applied Materials Holdings Corp. on behalf of Sincerity Australia Pty Ltd Source: https://www.sec.gov/Archives/edgar/data/1439813/000153259524000003/DFAN14A.pdf

Urgent Call to Expose and Address Fraudulent Activities by Chairman Kenneth Maciora

Dear Fellow Shareholders, This communication is being filed to bring to your urgent attention certain activities and behaviors by Stevia...

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Calls on Sleep Number to Collaborate with its Largest Shareholder to Add New Directors to the Board, Appoint an Executive Chairman and Ensure a Wholly Independent CEO Search Process to Identify the Company’s Next Leader Encourages Shareholders to Make Their Concerns with Sleep Number’s Unacceptable Performance and Self-Preservation Tactics Known by Communicating Them to the Company Intends to Nominate Exceptionally Qualified Directors Should the Board Remain Unwilling to Work with Stadium on Changes Necessary to Unlock the Tremendous Value Trapped in Sleep Number’s Shares Fellow Sleep Number Shareholders: Stadium Capital Management, LLC (together with certain of its affiliates, “Stadium Capital” or “we”) is the largest shareholder of Sleep Number Corporation (“Sleep Number” or the “Company”), owning approximately 11.7% of the Company’s outstanding shares. We hold our position because we remain convinced that there is enormous upside in the value of the Company if certain fundamental changes occur. Our successful and nearly three-decade investment strategy is typically based on close, friendly collaboration with our concentrated portfolio of companies, anchored in deep research and a long-term investment horizon. We strongly prefer to keep engagement private and are nothing if not patient, but after a decade of diligent work on Sleep Number and over 15 meetings with the Company’s management and Board of Directors (the “Board”), our frustration with current leadership, who has overseen massive shareholder value destruction, reached a tipping point last year. As a result, we were compelled to take the rare step of publicly expressing our concerns regarding Sleep Number’s leadership and governance last year.1 This ultimately led to the appointment of two highly qualified new directors to the Board pursuant to a Cooperation Agreement between Stadium Capital and the Company (the “Cooperation Agreement”). On October 30, 2024, a mere four days before our one-year Cooperation Agreement expired, the Board announced several management and governance changes, including the retirement of the CEO, President and Chair of the Board, Shelly Ibach, and a gradual de-classification and shrinking of the Board. While on the surface these changes represent forward progress, it is clear to us that they are the bare minimum, insufficient and wholly inadequate given the gravity and urgency of the situation Sleep Number finds itself in today – thanks to this Board. In our view, these changes reflect the current Board’s efforts to cling to the status quo and maintain control. 1 https://www.businesswire.com/news/home/20230913488935/en/Stadium-Capital-Management-Issues-Letter-to-Sleep-Number%E2%80%99s-Board-of-Directors-Regarding-the-Urgent-Need-for-Shareholder-Driven-Change Now, Sleep Number’s shareholders are being asked to entrust this Board to hire the Company’s next CEO, which is, without any doubt, the most critical decision facing the Company over the next decade. Given that these are the same directors who have overseen massive value destruction and failed to hold Ms. Ibach accountable for far too long, shareholders cannot trust the Board as currently constructed to get this decision right, a decision that will define the future of Sleep Number. Before deciding to make our concerns public, we worked tirelessly and in good faith to persuade the Board to collaborate privately with us to improve its flawed CEO search process. As with most of our suggestions, the Board summarily rejected our proposals. While shareholders cannot trust the current Board to hire Sleep Number’s next CEO, we also believe that shareholders cannot trust this Board, which is still populated with many long-tenured directors who presided over a truly colossal destruction of shareholder value, to oversee the crucial capital allocation decisions facing the Company. A meaningfully reconstituted Board will be better positioned to identify a great CEO, create the best incentives for that CEO and instill long overdue accountability into Sleep Number’s corporate culture, all of which would help unlock the tremendous value that exists within this Company. It is well past time to put an end to this relentless and extraordinary value destruction, and fix Sleep Number’s leadership and governance. We have spoken to many Sleep Number shareholders following the filing of our Schedule 13D on November 4, 2024 and the feedback we received was unanimous – more and urgent change is desperately needed. We are urging our fellow shareholders to express their views directly to the Board, whether publicly or privately, so the Board can grasp just how widespread shareholder dissatisfaction remains. For those shareholders with whom we have not already spoken, please know that our line is open and we welcome the opportunity to hear your thoughts as well. Significant Value Destruction Underscores the Urgent Need for Shareholder-Driven Change The immense shareholder value destruction that has occurred at Sleep Number makes blatantly obvious the need for real change at the Company. Sleep Number has been a serial underperformer, both in absolute and relative terms, over any relevant measurable period during Ms. Ibach’s tenure. The table below includes total shareholder returns for various time periods compared to Sleep Number’s closest peer, Tempur Sealy International, Inc. (“Tempur Sealy”). The performance disconnect between two direct competitors is staggering and indisputable.2 This comparison to Sleep Number’s closest peer is starkly informative because Tempur Sealy went through a shareholder-driven leadership change in 2015. Consider the performance results between Tempur Sealy and Sleep Number before and after this change:3 2 Source of share price performance data used throughout is Capital IQ. 3 The pre-change period is from June 1, 2012 (the start of Ms. Ibach’s tenure) to February 16, 2015, the day H Partners Management initiated a campaign that led to shareholder-driven board and CEO change at Tempur Sealy. The post-change period is from February 16, 2015 to November 22, 2024. During Ms. Ibach’s tenure, the Board has unequivocally failed in its two primary responsibilities: (i) ensuring the Company hires, incentivizes and holds accountable the right CEO, and (ii) allocating capital.4 It is time for real change. We believe that corporate governance improvements and shareholder-driven reform can make a big difference. Recent Governance Changes are Insufficient It is clear to us (and the many shareholders we have spoken with) that the recent changes announced by the Company are insufficient. Sleep Number is on a path to de-classify the Board, separate the Chair and CEO roles and slowly shrink the Board. Normally, we would applaud these moves, as it would signal that a board has committed to better governance by making itself more independent from management and more accountable to shareholders. In this case, however, these corporate governance “improvements” should be viewed as wholly inadequate self-preservation measures. The below provides some relevant context: The Current CEO Search Process is Flawed We have spoken with a large and diverse group of market and industry participants to gather perspectives regarding Sleep Number and its CEO search. The overwhelming consensus is that, to be successful, a search process must be fully and unequivocally independent from the outgoing CEO. In recent conversations with the Board, we learned several deeply concerning facts. First, Ms. Ibach was involved in drafting the specifications for her successor and will interview the candidates. Second, the executive search team leading the process has close ties to the Ibach era, having led past searches for directors and senior leadership roles. Finally, and perhaps most disturbingly, social media activity indicates that the executive search partner leading this search appears to have a close relationship with Ms. Ibach. Given these dynamics, it is impossible to believe this process is truly independent of Ms. Ibach. We would note that the current process might indeed be appropriate in a situation where a successful CEO is retiring. At Sleep Number, however, the Board is replacing a CEO whose failed leadership of the Company resulted in significant underperformance and massive value destruction during her lengthy tenure. Successful succession planning in this case requires an acknowledgement of past failings and a clean break from the past. While this is completely obvious to all market participants with whom we engaged, somehow, the Board does not seem to understand this. 6 Company Securities and Exchange Commission filings. This Board Cannot be Trusted to Hire Sleep Number’s Next CEO How big a failure was the Ibach era? Operationally, from 2012 to 2024, Sleep Number’s unit market share did not increase despite increasing the store count by almost 60%, increasing the advertising budget by more than 50% and deploying hundreds of millions of dollars into R&D and technology acquisition. Margins consistently fell short of expectations. The Company began the Ibach era with over $175 million in excess cash, generated over $800 million in free cash flow and paid zero dividends during Ms. Ibach’s tenure.7 Sleep Number’s market capitalization is currently less than $300 million and its stock is down an astonishing 91% from its peak.8 The Chair of the Management Development and Compensation Committee (Ms. Lauderback) – the committee chartered with succession planning and thus leading the CEO search – has been on the Board for over 20 years. The incoming Board Chair (Mr. Harrison), who also sits on the search committee, has been on the Board for the entirety of, and thus enabled, Ms. Ibach’s nearly 13-year tenure as CEO. One other search committee member (Deborah Kilpatrick) has been on the Board for over six years and regularly lavishes public praise on Ms. Ibach. Another director up for re-election this year (Barbara Matas) has stridently expressed her great admiration for Ms. Ibach, insisting on a call this past spring to us that Ms. Ibach “is going to be our CEO” and that shareholders had better accept that. In the face of overwhelming and completely damning evidence, the Board simply refuses to see the obvious – Sleep Number urgently needs a clean break from the failed Ibach era. On November 12, 2024, we made a proposal to the Company that was intended to be a non-disruptive and collaborative solution to the current situation.9 We offered to support the Board at the Company’s upcoming annual meeting if the Board committed to a truly independent CEO search process that excluded Ms. Ibach and either changed the search committee structure or formally involved a Stadium Capital principal in the process. The Board rejected this non-escalatory, constructive proposal on the grounds that changing the committee purportedly would disrupt the ongoing process. Given Sleep Number’s poor governance and the fact that, as the Company’s largest shareholder, we had expressed that the Board does not have our support absent these kinds of changes, we thought this proposal would improve the process, expand the pool of interested and qualified candidates, and potentially satisfy other shareholders who were apparently considering raising their own concerns publicly. The Board’s grave miscalculation in rejecting our recent proposal confirmed for us that shareholders, the true owners of the Company, need more and substantive change, now. 7 Company Securities and Exchange Commission filings. 8 As of November 22, 2024. 9 Feel free to reach out to us if you would like a copy of this letter. THE path forward Sleep Number should collaborate with its largest shareholder to refresh the Board and ensure the CEO search process is completely independent. We are already aware of at least two highly qualified potential CEO candidates who were reluctant to get involved because of Sleep Number’s ineffective and dysfunctional Board. That is extremely concerning to us, as it should be to all owners. We are calling on the Board to collaborate with us immediately to refresh the Board and improve the CEO search process. Time is of the essence. Our suggested path forward is as follows: · Announce the immediate retirement of Mr. Gulis and Ms. Lauderback from the Board. · Replace incoming Chairman Harrison and Ms. Matas with a Stadium Capital principal and another highly qualified independent director. · Reconstitute the CEO search committee by fully excluding Ms. Ibach from the process, shifting the composition towards shorter-tenured directors with public company CEO experience and including a Stadium Capital principal. · Appoint an Executive Chairman to help run the Company during Ms. Ibach’s transition period. If one of the current qualified and relatively short-tenured Sleep Number directors is willing to fill this role, they would have our support. If there is no internal candidate, we can provide a ready, willing and highly capable external candidate. It is nonsensical for shareholders and offensive to Sleep Number’s employees for the Board to continue wasting shareholder money to pay advisors to “defend” the Board against an outcome that owners prefer during this critical period of cost-cutting. To reiterate, if our fellow shareholders agree with our views, we encourage you to express that to the Board in short order. If the Board listens to its business owners’ views, we see a quick path to creating an excellent Board that will be capable of hiring an outstanding CEO for Sleep Number and all its stakeholders. Should our requests and concerns continue to fall on deaf ears, we will be compelled to nominate several exceptionally qualified directors for election at Sleep Number’s 2025 Annual Meeting of Shareholders. We believe that a large portion of the Company’s shareholders would support our efforts. While a protracted public battle may potentially delay the CEO transition, we are confident that the eventual result of our successful campaign would be a high integrity search process, the hiring of the best possible CEO and an improved Board. With these elements in place at Sleep Number, we believe shareholders will be positioned to realize enormous upside over the next several years, and all stakeholders will benefit from a healthier culture based on accountability. We know what is possible at Sleep Number, which is why we are committed to taking the necessary actions for the Company to make good on its immense potential. Sincerely, The Investment Committee of Stadium Capital Management LLC *** Contacts Longacre Square Partners Greg Marose / Charlotte Kiaie, 646-386-0091 gmarose@longacresquare.com / ckiaie@longacresquare.com Source: https://www.sec.gov/Archives/edgar/data/827187/000092189524002814/ex991to13da407785006_112524.htm

Stadium Capital Management Issues Letter to Sleep Number Shareholders Regarding the Need for a Reconstituted Board and Independent CEO Search

Calls on Sleep Number to Collaborate with its Largest Shareholder to Add New Directors to the Board, Appoint an Executive Chairman and...

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13D weekly report - Nov 18, 2024 to Nov 22, 2024

INDEX Waterous Energy Fund Requisitions Special Meeting of Shareholders of Greenfire Resources Ltd. (GFR) for the Purpose of Replacing...

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Waterous Energy Fund Requisitions Special Meeting of Shareholders of Greenfire Resources Ltd. (GFR) for the Purpose of Replacing the Entire Board of Directors

Key Summary: On November 21, 2024, Waterous Energy Fund III announced their intent to call a special shareholder meeting to remove the...

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Company Name: TECHPRECISION CORP Symbol: TPCS Filing Date: Nov-22-2024 Filer Name: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I Source: https://www.sec.gov/Archives/edgar/data/1251565/000110465924122021/tm2429197d1_dfan14a.htm

Wynnefield Capital Issues Detailed Investor Presentation On Techprecision Corp

Company Name: TECHPRECISION CORP Symbol: TPCS Filing Date: Nov-22-2024 Filer Name: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I Source:...

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Mantle Ridge LP Adjusts Board Nominations for Upcoming AGM at Air Products and Chemicals, Inc (APD)

Key Summary: On November 19, 2024, Mantle Ridge filed proxy materials nominating nine nominees for election to the Board at the 2025 AGM....

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November 20, 2024 Dear Ms. Frangou and NMM Board of Directors, It has been almost one year since my November 28, 2023 13-D filing. I have recently purchased additional units which have increased my ownership percentage to 7.2%. I have decided to issue this update letter in connection with my new 13-D filing. On September 3, 2021 (the date of my initial 13-D filing), NMM‘s unit price closed at $31.43. NMM’s cumulative per unit earnings have totaled an impressive $44.28 from October 1, 2021, through September 30, 2024. NMM’s current unit price is approximately $52.13, which is $20.70 higher than its September 3, 2021 price -- essentially reflecting only 47% of the aggregate increase in NMM‘s earnings during this period. Furthermore, during this 3-year period, NMM‘s management has distributed twelve 5-cent quarterly dividends totaling 60 cents -- representing a measly 1.35% of total aggregate earnings. If NMM’s unit price just reflected its 3-year aggregate earnings of $44.28 less .60 cents of dividends, it would be trading at approximately $75 per unit. On the latest conference call of November 5, 2024, Ms. Frangou stated unequivocally (as she routinely does on calls) that she “is pleased with NMM results.” For all of NMM’s other unit holders, there is very little to be pleased about given Ms. Frangou’s reluctance to “share the wealth” with the approximately 83% of units that she doesn’t own. Why not distribute a dollar of earnings to shareholders rather than retaining it at NMM at a value of .47 cents? In my prior letters, I’ve outlined for Ms. Frangou a roadmap detailing the capital allocation and governance policies that should spur NMM’s unit price to trade closer to Net Asset Value (“NAV”); however, Ms. Frangou continues to largely ignore my value creating suggestions, which I will reiterate at the end of this letter. (I suggest all unit holders, reread my prior letters, since at NMM it is always “Groundhog Day” and nothing really changes). Although NMM’s management continues to rank abysmally at value creation for shareholders, I do think that Ms. Frangou and her “crew” are very good operators, as evidenced by NMM’s latest 12 months cumulative earnings of $11.79 per unit. Based on these results, Omar Nokta, Head of Shipping research at Jefferies, estimates NMM’s current NAV at $150 per unit (or 293% above its current market price). Fearnleys, another respected shipping focused brokerage firm pegs NMM’s NAV at $147 per unit. Value Investors Edge estimates NAV at $138 per unit. Therefore, even though I remain “disgruntled” with Ms. Frangou and her intransigence to “change her ways”, I have increased my ownership based on its cheap valuation.  As I stated in my prior filings, I remain highly confident that if Ms. Frangou were to remove all Marshall Island anti-takeover provisions, a sale or privatization of a NMM would be possible at more than double its current market price. I remain aware of major shipping industry participants who have expressed strong interest in specific segments or all of NMM. I am hopeful that one of the larger shipping industry players steps up with an enticing proposal. Given the “Groundhog Day” policies of Ms. Frangou, I’ll conclude this letter by reiterating my request that Ms. Frangou and the NMM board take the following actions to unlock the significant undervaluation of NMM units. Taking these steps will not only benefit our 83% stake, but it will also increase Ms. Frangou’s wealth through her 17% ownership stake:  1. Remove all anti-takeover provisions from NMM‘s Marshall Island charter.  2. Force Ms. Frangou to merge her privately held ship management entity into NMM (at a reasonable valuation) to eliminate the clear conflict of interest between NMM and this opaque entity.  3. Hire investment bankers to review offers for the various segments of NMM (dry bulk, container, and tanker) to realize appropriate valuations for the unit holders approximating its estimated $150 NAV in order to focus on substantially narrowing the valuation gap between current unit pricing and estimated NAV. 4. Additionally, NMM should cease purchasing new ships and instead immediately buyback equity until the unit price reaches a price closer to NAV. After all, why buy ships at 100 cents on the dollar when you can buy them at a fraction of NAV by repurchasing equity at a 66% discount to NAV? In July of 2020, Ms. Frangou had announced a $100 million unit buyback plan. Until 2024 no purchases occurred. Year to date in 2024, NMM has finally re-purchased 377,290 units at a cost of $19.3 million. I urge NMM to accelerate the buyback and spend the entire $100 million authorization and follow it up with another $100 million or more. It is the highest and best use of shareholder funds given the current unit price. I urge Ms. Frangou to undertake the actions that I have listed above. On November 14 NMM issued its proxy materials for its December 19 annual meeting. I urge all unit holders to withhold your votes for the class one Directors, Kunihide Akizawa and Alexander Kalafatides, if you are not “pleased” with NMM’s performance. Additionally, I encourage unit holders to email NMM‘s Board of Directors or NMM‘s investor relations contact (investors@navios.com) and demand that the actions that I have listed above are undertaken. You can reach me 772-448-3877 or via email at notpleasedwithnmm@gmail.com Lets rally for substantive actions in 2025 and not experience another year of Groundhog Day! Sincerely, Ned Sherwood Source: https://www.sec.gov/Archives/edgar/data/902749/000121390024100373/ea022194101ex99-1_navios.htm

Ned Sherwood Sent A Letter To The Board Of Directors Of Navios Maritime Partners L.P.

November 20, 2024 Dear Ms. Frangou and NMM Board of Directors, It has been almost one year since my November 28, 2023 13-D filing. I have...

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Shareholders voted to elect all six company's director nominees to the board of Mind Medicine (MNMD)

Key Summary: On April 21, 2023, FCM MM Holdings (3.5%) filed proxy materials to nominate four director candidates, citing concerns about...

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Griffon Corporation (GFF) announces entry into cooperation agreement with Voss Capital

Key Summary: On December 29, 2022, Voss Capital (5%) nominated seven director candidates for Griffon's 2023 AGM, and by January 9, 2023,...

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13D weekly report - Nov 11, 2024 to Nov 15, 2024

INDEX ISS and Glass Lewis Agree Biglari Capital Has Made Compelling Case for Change at Cracker Barrel  Old Country Store (CBRL) Albion...

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Key Summary:  On November 13, 2024, Warren Lichtenstein, Executive Chairman of Steel Connect, proposed a transaction to address DMC Global's financial issues, including a $162 million put option for the Munera family's Arcadia stake.   Market Cap: $174 million |   DMC Global Inc. provides a suite of engineered products and various solutions for the construction, energy, industrial processing, and transportation markets worldwide.    On November 13, 2024, Warren Lichtenstein, Executive Chairman of Steel Connect, wrote to the Board of DMC Global Inc. proposing a transaction to resolve the company’s financial challenges. DMC faces a critical situation due to poor third-quarter results, a $162 million put option for the Munera family's remaining stake in Arcadia, and significant financial and management issues. Lichtenstein offered to provide the cash needed to exercise the company’s call option on Arcadia in exchange for Series A convertible preferred stock. He also proposed a rights offering to allow stockholders to purchase preferred shares alongside Steel Connect. Additionally, he called for the immediate termination of DMC's poison pill strategy, which limits investor purchases. Lichtenstein emphasized his commitment to working with the company to enhance shareholder value and requested that the company facilitate due diligence to expedite the transaction.

Steel Connect Proposes Transaction to Address DMC Global's (BOOM) Financial Challenges

Key Summary:  On November 13, 2024, Warren Lichtenstein, Executive Chairman of Steel Connect, proposed a transaction to address DMC...

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Dear Shareholders of Cracker Barrel Old Country Store Inc.: If you had $100 in Cracker Barrel stock in January 2019, five years later it is worth about $30. Therefore, there is just $30 to go before the entire investment is lost. Our group had approximately $350 million in the stock five years ago; it is now worth around $100 million. Your investment and ours are in the same boat. This election should be simple. It is about voting for Milena Alberti-Perez and myself instead of two directors, Carl Berquist and Meg Crofton, who have overseen a loss of about 70% during their tenures as board members. There is no one on the Board or management team who has successfully turned around a restaurant chain. (In fact, there are scarce few executives in the country who have successfully turned around a restaurant chain.) I would be the only one to have done so if elected. And if we were on the Board, we would hold a minority position; so we ask, what is the downside? Despite all of the Company's failures, the board members are spending shareholders' money to defend themselves. They could have settled but they fear letting accountability into the boardroom. They value collegiality over accountability. You and I should be concerned that they could lose our remaining investment. Therefore, the consequences of this election are enormous. Making no decision is bad enough, but the kind of decisions the Board and management are making is actually worse. Recent managerial appointments are beyond comprehension. For instance, there is a new chief strategy officer who has no restaurant background; his last post was chief strategy officer of a cannabis company whose stock declined by over 85%. The Company's big strategy to turn itself around is to spend $700 million, or 70% of its market value, on store renovations and remodels. Before I knew of management's plan, my advice to the CEO was that she should avoid falling into the textbook trap of overspending on cosmetic remodeling to stem guest traffic declines, a mistake I have seen at many failing restaurant companies. The new CEO could use our help, since neither she nor anyone else on the Board has ever turned around a restaurant chain. Cracker Barrel Old Country Store is a history-steeped place that channels Americana; there are a few brands like it, and none require wholesale changes to their aesthetic. The day Cracker Barrel opened, it was already old - its theme derived from the 1920s. I am concerned that not only will the remodel not work but it could actually damage the brand further. These decisions are taking us down the same path, I believe, as Ruby Tuesday, Red Lobster, TGI Fridays, and the like. Let me make my position clear: The company's $700 million remodel plan will not work! Why do we need your vote? Most large active investors have stayed away from Cracker Barrel stock and many index funds now own it. Unfortunately, index funds do not have the time to evaluate individual companies. Moreover, proxy advisory firms emphasize governance over shareholder returns. This approach ignores the reality that most companies with a trillion-dollar market value have a poor governance record by their measure despite producing excellent shareholder returns. To these advisory firms, I can only quote Samuel Johnson: "I have found you an argument; but I am not obliged to find you an understanding." Any capitalist who uses his or her own money to own this stock would be displeased by the current Board and would want board members with both experience and a significant ownership stake to help fix the Company. We have had a 13-year investment in the Cracker Barrel stock, and my prior predictions proved correct. I now believe there is a significant risk of a 50% loss or more if we are not elected to the Board. The best we can do is to make sure we obtain the support of the investors who know and care about Cracker Barrel and its long-term performance, and want to make money in the stock over time. If you side with us, please be sure to vote the GOLD card, checking the boxes for Sardar Biglari and Milena Alberti-Perez. Sincerely, /s/ Sardar Biglari Sardar Biglari Source: https://www.sec.gov/Archives/edgar/data/1067294/000092189524002697/ex1todfan14a08106004_111424.pdf

Biglari Capital Corp. Issues Letter to Shareholders of Cracker Barrel Old Country Store, Inc.

Dear Shareholders of Cracker Barrel Old Country Store Inc.: If you had $100 in Cracker Barrel stock in January 2019, five years later it...

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November 13, 2024   Board of Directors DMC Global Inc. 11800 Ridge Parkway, Suite 300 Broomfield, Colorado 80021   Dear DMC Board Members,   We believe that DMC is at a critical inflection point, given poor third quarter results and the looming overhang of the December 23, 2024 commencement date for the Munera family to exercise its put option, at an approximate net cost to the Company of $162 million, for the remaining 40% portion of Arcadia Products it still owns.   Since we first invested in DMC earlier this year, the Company has missed its targeted guidance, downgraded its guidance for the remainder of the year, written down more than $140 million of the Arcadia investment made at the end of 2021, had significant management and Board turnover and other headcount reductions (resulting in severance costs of over $1.3 million year-to-date), and experienced a drastic decline in its stock. Moreover, the Board has implemented, without stockholder consent, a poison pill limiting investors’ ability to purchase shares.   We also note the Company’s continued lack of transparency regarding how it intends to fund the impending put/call option for Arcadia. The borrowing availability under the Company’s existing debt facility does not appear sufficient to fund this obligation. In the event the Company is somehow able to borrow funds to satisfy this put option obligation, given existing guidance, the Company’s leverage ratio would likely exceed 4x Debt/EBITDA.   While we are immensely disappointed with the Company’s performance, given our significant investment in the Company, we are committed to working with current management and the Board, under Executive Chairman James O’Leary, to enhance stockholder value.   Accordingly, I am writing today to propose that we enter into discussions for a transaction whereby Steel Connect would provide the cash necessary to fund the Company’s purchase of the Munera family’s remaining interest in Arcadia pursuant to the exercise of the Company’s call right. In return, the Company would issue to Steel Connect Series A convertible preferred stock, on the same terms as the Series A preferred stock which the Company is permitted to issue to the Munera family in the event the Munera family were to exercise its Arcadia put option, as contained in the form of certificate of designation attached as Exhibit A to the Arcadia Products LLC agreement, dated February 28, 2023.   To enable stockholders to participate in the Company’s potential upside, we are also proposing that the Company conduct a rights offering to allow existing investors to purchase, on a pro rata basis, shares of Series A preferred stock alongside Steel Connect.   As part of this financing, we would expect to obtain proportional Board representation commensurate with our voting rights, comprised of at least three directors. We would also expect the Company to immediately terminate its poison pill, which is no longer necessary both because the Company has ended its strategic alternatives review, and because it is not in the best interest of stockholders as it limits investor purchases at a time when the Company’s stock is facing a precipitous decline.   We have the necessary cash on hand to fully fund these financing transactions in short order. We stand ready to move forward swiftly with our proposal, subject only to customary conditions, including satisfactory completion of confirmatory due diligence. In this regard, we would request that the Company immediately populate its virtual data room to enable us to proceed on an expeditious basis towards a transaction that, we believe, would inject greater certainty into the marketplace regarding the Company’s financial condition and future prospects. Despite the fact that we signed a confidentiality agreement with the Company at the end of October, the Company’s failure to provide us with any meaningful due diligence information to date raises serious questions regarding the manner in which it conducted its strategic review process, on which it spent nearly $6 million in the first nine months of 2024.   We look forward to your prompt response to our proposal and working towards a mutually agreeable outcome that we believe will be in the best interests of all stockholders.   Sincerely, Warren Lichtenstein Executive Chairman, Steel Connect Source: https://www.sec.gov/Archives/edgar/data/34067/000092189524002643/ex991to13da204197092_111324.htm

Steel Connect, Inc. Sent A Letter To The Board Of Directors DMC Global Inc.

November 13, 2024   Board of Directors DMC Global Inc. 11800 Ridge Parkway, Suite 300 Broomfield, Colorado 80021   Dear DMC Board...

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Company Name: NANO DIMENSION LTD. Symbol: NNDM Filing Date: Nov-13-2024 Filer Name: MURCHINSON LTD. Source: https://www.sec.gov/Archives/edgar/data/1643303/000092189524002614/ex991to13da1513459002_111324.pdf

Murchinson Ltd Issues Detailed Investor Presentation On Nano Dimension Ltd

Company Name: NANO DIMENSION LTD. Symbol: NNDM Filing Date: Nov-13-2024 Filer Name: MURCHINSON LTD. Source: https://www.sec.gov/Archives/...

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AL SHAMS INVESTMENTS LIMITED 5B Waterloo Lane Pembroke HMOS Bermuda   7 November 2024   Dear Fellow Braemar Stockholders,   We at Al Shams Investment Limited ("ASIL") have, for years, been a 9.8% holder of Braemar's common stock because we believe there is great long-term value in the business. After diligently researching this company and its Board of Directors, however, we have discovered multiple lapses in corporate governance. These include multiple conflicts of interest, which we believe could put the future of our company in peril. We have found ourselves in a troubling situation. In light of that fact, we at ASIL are, for the first time in our history, considering mounting a proxy fight. We write to put you on notice of our intention.   As you know, the current state of Braemar looks dark. Over the past ten years, its stock has plummeted by nearly 90%, and stockholders have taken notice of an advisory agreement under which Braemar diverts enormous resources to Ashford Inc., a company controlled by Mr. Monty Bennett-the chair of Braemar's Board. One financial analyst noted in 2023 that Braemar's "share price, a reflection of market sentiment, shows a long-term decline" and that Braemar's "share price has fallen continuously over the past decade." Philip Wang, Braemar Hotels & Resorts: Bad Q2, Even Worse Balance Sheet, Seeking Alpha (Aug. 8, 2023).   Braemar's 2024 10-K discloses that it has executed a series of contracts under which it pays steep fees to Remington Hospitality, a subsidiary of Ashford, Inc. Mr. Bennett is the CEO of Ashford, part of a group that controls Ashford Hospitality, and is the Chairman of Ashford's Board of Directors.  Additionally, all of Braemar's C-suite level executives, including Richard Stockton, Braemar's President and Chief Executive Officer, and Alex Rose, Braemar's counsel, are Ashford employees and serve as Ashford Hospitality's C-suite.   Under Ashford's management and Bennett's leadership, Braemar executed a series of three contracts under which it pays wildly above-market rates to so-called "external" firms. Those contracts are:   (i) a management agreement with Ashford Hospitality Advisors LLC, under which Braemar pays fees and reimbursements for "advisory" and "management" services;   (ii) management agreements with Remington Holdings, LP. under which Braemar pays fees and reimbursements for hotel management and hospitality services; and   (iii) an agreement with Premier Project Management LLC, under which Braemar pays for certain maintenance and construction services.   Ashford Hospitality, Remington, and Premier are all subsidiaries of Ashford. As mentioned, Mr. Bennett is a member of a control group that controls Ashford.   Braemar disclosed in its 2024 Form 10-K that, in 2023, Braemar paid the Bennett companies advisory services fees of approximately $31.1 million and additional fees for products or services of approximately $30.2 million. Over the last ten years, management fees paid by Braemar to the Bennett companies have grown by over 575 percent. Those fees, combined with hotel management fees, now represent almost half the market value of Braemar.   In light of the above concerns, Mr Bennett has received numerous communications which have sought assurances that Braemar would implement various corporate governance reforms in the best interest of all shareholders, including:   (i) Ending the management agreement between Braemar and Ashford, transitioning Braemar into a self-managed REIT, consistent with other listed lodging REITs.   (ii) Renegotiating the termination fee with Ashford to a more reasonable amount, potentially payable in newly issued Braemar shares rather than cash, thus aligning Braemar's interests with those of the shareholders.   (iii) Appointing new, truly independent members to the Braemar Board who will act in the best interests of all shareholders.   Despite extensive correspondence, Braemar has regrettably not implemented any of the proposed reforms to date, nor has it indicated that it will do so, which has further exacerbated ASIL's concerns. In the meantime, ASIL has recently issued a demand to Braemar to Inspect Books and Records pursuant to Sections 2-512 and 2-513 of the Maryland General Corporation Law. The demand is part of a continuing investigation into possible breaches of fiduciary duty by the standard of conduct (owed by directors of Braemar) and by each of Mr Bennett, the chairperson of Braemar's Board of Directors, any other member of Braemar's Board, and its officers in connection with their dealings with Mr Bennett, Ashford, Inc., Ashford Hospitality Advisors LLC, Remington Holdings, L.P., Premier Project Management LLC , and any and all other companies controlled, managed by , or otherwise associated with Mr Bennett .   The situation need not remain so dire . Unburdened from the conflicts described above , we believe that a change in Braemar ' s leaders hip would usher in a new dawn for the company . We believe Braemar needs fresh stockholder representation on the board to steer it towards long-term success and away from becoming yet another e x ample of a failed REIT that succumbed to co nflicts of interest.   We look forward to a time where our company ' s future will outshine its past.   Yours sincerely , /s/ David Auckland   For and on behalf of Al Shams Investments Limited Source: https://www.sec.gov/Archives/edgar/data/1574085/000139834424020523/fp0091001-2_ex9976.htm

AL Shams Investment Limited Sent Letter To The Shareholders Of Braemar Hotels & Resorts Inc.

AL SHAMS INVESTMENTS LIMITED 5B Waterloo Lane Pembroke HMOS Bermuda   7 November 2024   Dear Fellow Braemar Stockholders,   We at Al...

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13D weekly report - Nov 04, 2024 to Nov 08, 2024

INDEX Converium Capital and Erez Asset Management Initiate Governance Discussions with Franklin Street Properties Corp (FSP) Pinetree...

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To Fellow Unitholders of Pacific Coast Oil Trust (ROYTL), We are at a critical juncture for the Pacific Coast Oil Trust, and we are joining the ongoing battle to protect the value of our investments. For years, unitholders have watched as the operator of the trust, Pacific Coast Energy Company (PCEC), along with the passive complicity of the Trustee, Sarah Newell from the Bank of New York Mellon, have mismanaged our Trust. Since 2019, weve received no distributions, no accountability, and no meaningful communication. PCEC has grown increasingly bold, taking advantage of the Trustees inaction to further erode the Trusts value. Theyve exploited loopholes to inflate costs, such as abruptly assessing Asset Retirement Obligations (AROs) to trigger a dissolution. Even worse, they continue to use wells that dont belong to the Trust to further inflate liabilitiesall while the Trustee remains inactive. Key Issues: 1. The Trustees Complete Failure to Act: PCEC has taken two calculated steps to undermine the Trust: o Sudden and Massive ARO Claims: PCEC has abruptly inflated environmental and ARO liabilities to push the Trust toward dissolution by driving net profits below the $2 million threshold, which would trigger liquidation within two years. This is a deliberate move to strip unitholders of the assets future value. o Inflating Costs with Inactive and Plugged Wells: A major unitholder uncovered that PCEC has included inactive and plugged wells in its ARO calculations, artificially inflating costs to further weaken the Trusts financial position. The Trustee has allowed these manipulations to go unchecked, showing a complete disregard for unitholders interests. 2. A Clear Scheme to Dissolve the Trust: The evidence is clear: PCEC is systematically inflating liabilities to push the Trust into dissolution, leaving unitholders with nothing. Every Form 8-K is filled with misstatements, merely repeating PCECs narrative with no oversight from the Trustee. 3. Lack of Financial Transparency: Since 2019, PCEC has failed to provide accurate financials and is hiding behind endless audits. The Trustee, instead of demanding transparency, continues to parrot flawed data. If they missed an 70+ well discrepancy, what else are they overlooking? 4. Dismissive Responses from the Trustee: When unitholders raise valid concerns, the Trustee offers only a dismissive response: Weve done all we can. This is not acceptable. Even after a majority vote to remove them, the Trustee has failed to take any corrective action. Our Vision for the Future: We are not just here to highlight problemswe are here to join the fight to restore accountability and protect unitholders interests. Together, we can: Reinstate Distributions: We will work to recover the $40-45 million in rightful distributions that have been unjustly withheld. Demand Full Transparency: We must hold PCEC and the Trustee accountable for every misstatement and financial discrepancy. Full transparency and governance reform are necessary to ensure the Trust is properly managed. Hold the Trustee Accountable: If the Trustee continues to neglect its duties, we will take the necessary steps to ensure they are held responsible for their inaction. We are joining the fight to protect whats rightfully ours. The time for inaction is over. Lets work together to reclaim our distributions, demand accountability, and ensure the future success of the Pacific Coast Oil Trust. Sincerely, Moe Shaltout & Ravi Desai Source: https://www.sec.gov/Archives/edgar/data/1538822/000108514624005388/roytlainitial_110724.htm

Moe Shaltout & Ravi Desai sent letter to the Shareholders of Pacific Coast Oil Trust

To Fellow Unitholders of Pacific Coast Oil Trust (ROYTL), We are at a critical juncture for the Pacific Coast Oil Trust, and we are...

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November 6, 2024 Board of Directors Indivior PLC 10710 Midlothian Turnpike, Suite 125 North Chesterfield, Virginia 23235 To the Members of the Board of Directors: As you know, Oaktree Capital Management, L.P. (“Oaktree”, “we” or “us”) advises certain funds that, in aggregate, own approximately 7.5% of the ordinary shares of Indivior PLC (“Indivior” or the “Company”), making us one of the Company’s largest shareholders. It is unacceptable that Indivior’s stock price has plummeted more than 50% in the past year. In the face of that value destruction, Oaktree has attempted to engage constructively with the Company’s Board to address shareholder concerns and improve shareholder value. However, instead of coming to the table collaboratively and demonstrating that they are taking action, the Board and management seem to be doubling down on a failing strategy, ignoring competitive threats and allowing costs to spiral. The Board and management’s actions, or lack thereof, have caused Indivior to underperform the S&P Composite 1500 Pharmaceuticals Select Industry Index by (68%), (71%) and (77%), over a 1-year, 2-year and 3-year period respectively.1 Rather than focusing on Indivior’s core product, Sublocade, the Company spent valuable time and money on unproductive acquisitions, a now-discontinued business line, and excessive R&D. All the while, the Company essentially disregarded Brixadi’s entrance into the market by failing to take basic steps to protect Sublocade’s competitive position. As an example, the Company waited seven years after Sublocade’s initial FDA approval and more than a year after its competitor’s entry into the market before submitting its prior approval supplements to the FDA for Rapid Induction and Alternative Injection Sites – a pivotal step that would have solidified Sublocade’s dominant position and subdued the competitive threat from Brixadi. As a result, shareholders have suffered a more than 50% loss. Indivior’s communications regarding its 2024 financial guidance serve as a telling example. At Indivior’s May 23, 2024 analyst teach-in event, management reiterated its full-year and long-term guidance metrics. Six weeks after that, management lowered its financial guidance: they cited Medicaid redetermination and a litany of other reasons but continued to dismiss the increasingly obvious competitive threat from Brixadi. Five months later, management took down guidance again, finally appearing to acknowledge an aggressive competitor. Management either didn’t recognize the competitive threat, or worse, they failed to appropriately alert the investing public about it. To be clear, we strongly believe in the Company’s mission to alleviate the severe human suffering brought about by the opioid crisis and Sublocade’s key role. However, the rapid decline of shareholder value and the events of the past year – including a lack of focus and accountability by the Board and management, as well as failure to recognize and counter such a clear competitive threat – have exacerbated investor concerns around the Company’s strategy and the Board’s willingness and ability to hold management accountable. The Company must take immediate steps to address the following key concerns: 1) Fix Capital Allocation Strategy and Cost Structure Indivior’s capital allocation strategy has not produced results. • Opiant: the Company acquired Opiant in March 2023 for $145 million, which has yet to generate meaningful revenue from its key product, Opvee, despite it receiving FDA approval in May 2023. • Perseris: after significant R&D and operational expenses, management announced that it would discontinue sales and marketing of the product in July 2024, less than two months after reiterating guidance of peak sales of $200 to $300 million. • Manufacturing site: an $85 million investment2 to insource Sublocade and Perseris production seems misguided given the fate of Perseris and the minimal existing internal manufacturing process and know-how. Indivior’s cost structure is bloated. • Costs continue to soar: from fiscal-year 2018 to 2023,adjusted operating expenses have increased by over 19% while revenue increased by only 4%.3 • Operating expenses far exceed peers: Indivior’s operating expenses (excluding R&D) as a percentage of revenue have averaged almost 1400 basis points higher than its peers over the last five years.4 2) Hold Management Accountable The Company’s pattern of missteps must end. • The Board seemingly failed to push management to prepare for Brixadi’s market entry, despite common understanding of Brixadi’s desire (dating as far back as 2014) to compete with Sublocade in the U.S. market. Furthermore, the Company: o Failed to timely counter potential, but addressable, weaknesses of Sublocade (the drug’s shelf life and FDA approval for rapid induction and alternate injection sites). o Didn’t appropriately prepare for competition in the criminal justice system channel, which led to the Company losing a material contract. • The management team has fallen short in its communication with the market, consistently understating material financial impacts, often despite direct questions on the subject. For example, they: o Stated there would be no impact on guidance from Medicaid redetermination disenrollments, then a few months later cited these disenrollments as a reason for the Company’s reduction in its financial outlook. o Said there would be no impact on financial performance from competition, then blamed competition for poor financials just a few months later. 2 Per November 9, 2023, investor presentation slide 11: $5.5 million upfront consideration, $30 million in assumed contract liabilities and capital expenditures of $45 to $55mm over the next three years. 3 Figures in aggregate. 4 Peers include Alkermes PLC, Jazz Pharmaceuticals PLC, Supernus Pharmaceuticals Inc., Pacira BioSciences Inc., Neurocrine Biosciences Inc., Collegium Pharmaceutical Inc. and Endo Inc. 3) Align Board with Shareholders We are deeply concerned that the Board has failed to hold management, and themselves, accountable for the Company’s failures and destruction of shareholder value. Further, the non-executive members of the Board hold no meaningful amount of stock, and, unlike most U.S.-listed companies, the Company does not promote alignment with shareholders by compensating non-executive directors in stock. We believe that the Board must address these issues immediately and work with us to refresh the Board with directors who are committed to taking all steps necessary to improve shareholder value and hold management accountable as they seek to address the Company’s performance. While we remain interested in working constructively with the Board, we believe it is evident that shareholders are extremely concerned about Indivior’s performance and direction and would support action to effectuate change if necessary. We look forward to continuing our communications in the coming weeks. Andrew Diego West Managing Director Value Opportunities Oaktree Capital Management, L.P. Source: https://www.sec.gov/Archives/edgar/data/1625297/000114036124045537/ef20038241_ex99-1.htm

Oaktree Capital Management, L.P. sent a letter to the board of directors of the Indivior PLC

November 6, 2024 Board of Directors Indivior PLC 10710 Midlothian Turnpike, Suite 125 North Chesterfield, Virginia 23235 To the Members...

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Joseph Stilwell Aims to Enhance Shareholder Value Through Collaboration with Central Plains Bancshares (CPBI)

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Pinetree Capital Proposes Governance Improvements to TruBridge, Inc (TBRG)

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Converium Capital and Erez Asset Management reaches agreement with Franklin Street Properties Corp (FSP)

Key Summary: On November 5, 2024, Converium Capital and Erez Asset Management announced discussions with the Board on governance, board...

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13D weekly report - Sep 30, 2024 to Oct 04, 2024

INDEX Oaktree Capital Group Holdings Plans Strategic Discussions to Enhance Shareholder Value at Indivior (INDV) Ourgame International...

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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...

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

INDEX GAMCO Pushes Paramount (PARA)Board to Consider Better Offer from Project Rise Partners Nant Capital initiated discussions with...

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Key Summary: On October 29, 2024, Global Value Investment Corp held a telephonic meeting with some directors of the company, requesting...

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Company Name: CRACKER BARREL OLD COUNTRY STORE, INC Symbol: CBRL Filing Date: Oct-31-2024 Filer Name: BIGLARI CAPITAL CORP. Source: https://www.sec.gov/Archives/edgar/data/1067294/000092189524002403/ex1todfan14a08106004_103124.pdf

Biglari Capital Corp Issues Detailed Investor Presentation On Cracker Barrel Old Country Store, Inc

Company Name: CRACKER BARREL OLD COUNTRY STORE, INC Symbol: CBRL Filing Date: Oct-31-2024 Filer Name: BIGLARI CAPITAL CORP. Source:...

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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...

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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...

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Maple Rock Capital Seeks Board Expansion and Leadership Dialogue at Algoma Steel Group Inc

Key Summary: On October 25, 2024, Maple Rock Capital Partners urged the Board to engage in discussions about the company’s strategy and...

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13D weekly report - Oct 21, 2024 to Oct 25, 2024

INDEX Glendon Capital Management Sends Letter to Frontier Communications (FYBR) Opposing Sale to Verizon for $38.50 Per Share Maple Rock...

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Glendon Capital Management Sends Letter to Frontier Communications (FYBR) Opposing Sale to Verizon for $38.50 Per Share

Key Summary: On October 23, 2024, Glendon Capital Management (9.7%) opposed Verizon's proposed acquisition of Frontier Communications at...

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Joseph Stilwell Backs Generations Bancorp (GBNY) Sale to ESL Federal Credit Union

Key Summary: On October 8, 2021, Joseph Stilwell (9.91%) expressed concern that the company’s asset value was undervalued in the market....

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Starboard issued an investor presentation Pfizer Inc (PFE)

Key Summary: On October 20, 2024, Starboard issued an investor presentation analyzing Pfizer Inc., highlighting its contributions to...

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Starboard issued an investor presentation on Kenvue Inc (KVUE)

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Starboard Highlights Salesforce's (CRM)Operational Gains and Future Potential

Key Summary: On October 20, 2024, Starboard highlighted Salesforce Inc.'s significant improvements in operating margins and profitability...

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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...

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Company Name: Pfizer Inc Symbol: KVUE Filing Date: Oct-22-2024 Filer Name: STARBOARD VALUE LP Source: https://www.starboardvalue.com/wp-content/uploads/2024_Active-Passive_Investor_Summit_-_Pfizer_Inc.pdf

Starboard Value LP Issues Detailed Investor Presentation On Pfizer Inc

Company Name: Pfizer Inc Symbol: KVUE Filing Date: Oct-22-2024 Filer Name: STARBOARD VALUE LP Source: https://www.starboardvalue.com/wp-c...

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Company Name: KENVUE INC. Symbol: KVUE Filing Date: Oct-22-2024 Filer Name: STARBOARD VALUE LP Source: https://www.starboardvalue.com/wp-content/uploads/2024_Active-Passive_Investor_Summit_-_Kenvue_Inc.pdf

Starboard Value LP Issues Detailed Investor Presentation On Kenvue Inc.

Company Name: KENVUE INC. Symbol: KVUE Filing Date: Oct-22-2024 Filer Name: STARBOARD VALUE LP Source: https://www.starboardvalue.com/wp-...

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Company Name: SALESFORCE, INC. Symbol: CRM Filing Date: Oct-22-2024 Filer Name: STARBOARD VALUE LP Source: https://www.starboardvalue.com/wp-content/uploads/2024_Active-Passive_Investor_Summit_-_Salesforce_Inc.pdf

Starboard Value LP Issues Detailed Investor Presentation On Salesforce, Inc.

Company Name: SALESFORCE, INC. Symbol: CRM Filing Date: Oct-22-2024 Filer Name: STARBOARD VALUE LP Source: https://www.starboardvalue.com...

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Kirkland's, Inc. Attn: Amy Sullivan, CEO 5310 Maryland Way Brentwood, TN 37027 Re: Beyond, Inc. $25 Million Investment in Kirkland's (the "Beyond Financing Proposal") Dear Amy: I understand from our conversations that Kirkland's, Inc. (the "Company") plans to enter into a $17 Million Term Loan Credit Agreement, with Beyond, Inc. ("Beyond"), which loan will consist of a $8.5 million loan that is mandatorily convertible into Kirkland's common stock at a price of $1.85 per share upon the approval of Kirkland's shareholders and a $8.5 million loan that is non-convertible. You have also said that the Company plans to enter into a Subscription Agreement pursuant to which Beyond will purchase $8 million of Kirkland's common stock at a price of $1.85 per share for a total of 4,324,324 shares upon the approval of Kirkland's shareholders. Following consummation of the Beyond Financing Proposal, Beyond would own approximately 8,918,918 shares or approximately 40% of Kirkland's outstanding common shares. I realize that your common stock is listed on the Nasdaq Global Select Market, and as such you are subject to the Nasdaq Listing Rules, which, among other things, will require the Company to obtain shareholder approval of this new issuance of common stock since it is in excess of 20% of the Company's currently outstanding common stock. Please know that Osmium Partners, LLC, and its affiliates are strongly in favor of the Beyond Financing Proposal. Along those lines and in consideration of the work the Company has expended in securing this financing, Osmium Partners, LLC, and its affiliates agree to publicly support the Beyond Financing Proposal and will assist the Company in any way constructive to help the Company obtain the requisite shareholder approval. Specifically, Osmium Partners, LLC, and its affiliates agree that at the upcoming Kirkland's shareholder meeting to cause their shares to be counted as present for the purpose of establishing a quorum. In addition, Osmium Partners, LLC, and its affiliates agree to vote their shares in favor of the Beyond Financing Proposal. You and I understand that there is no obligation on the part of Osmium Partners, LLC, and its affiliates to maintain ownership of our shares of Company stock through any particular date. Notwithstanding the foregoing, you have our commitment to vote any and all of our shares of Company common stock as set forth above to the extent that we still own them. Amy, congratulations on securing this financing, and we stand ready to help. Oamium Partners, LLC By: /s/ John H. Lewis Name: John H. Lewis Source: https://www.sec.gov/Archives/edgar/data/1056285/000114036124043817/ef20037474_ex5.htm

Osmium Partners Sent Letter To The Kirkland's, Inc

Kirkland's, Inc. Attn: Amy Sullivan, CEO 5310 Maryland Way Brentwood, TN 37027 Re: Beyond, Inc. $25 Million Investment in Kirkland's...

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Winvest Investment Fund Plans Engagement with LogicMark (LGMK) on Strategy and Leadership

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JANA Partners and Continental Grain Company to Engage with Lamb Weston Holdings (LW) on Strategic Issues

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13D weekly report - Oct 14, 2024 to Oct 18, 2024

INDEX JANA Partners and Continental Grain Company to Engage with Lamb Weston Holdings (LW) on Strategic Issues Winvest Investment Fund...

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13D weekly report - Oct 07, 2024 to Oct 11, 2024

INDEX EcoR1 Capital secured Board seat in Galapagos (GLPG) Starboard Proposes Elimination of Dual-Class Share Structure at News Corp...

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Urgent October 9, 2024 Via Email Nano Dimension Ltd. 2 Ilan Ramon St. Ness Ziona 7403635 Israel Attention: Board of Directors (including the two Court-appointed Observers)1 – Without Prejudice – Re: Upcoming Annual General Meeting Dear Members of the Board, Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, "Murchinson" or "we"), write to you as follows: 1. As you know well, we are one of the largest shareholders of Nano Dimension Ltd. (the “Company”). 2. In 2019, 2020, 2021 and 2022, the Company held its annual general meeting (“AGM”) on July 3, 2019, July 7, 2020, May 25, 2021 and June 7, 2022, respectively. However, the Board held its last AGM only on September 7, 2023 (the “2023 AGM”) and it seems clear that the Board plans to hold the upcoming AGM at the latest day possible. 3. To that end, this letter is to inform you that such last day is coming up very soon – the last day to hold the AGM for this year is December 7, 2024. This means that the last day for you to call the AGM is November 3, 2024. 4. In light of the upcoming AGM, we wish to also remind you the following: 1See the last section hereof. For the sake of clarity, sending this letter to the individuals who were removed from the Board of Directors of the Company at the special general meeting of the Company held on March 20, 2023 and the annual general meeting held on September 7, 2023 should not be construed in any manner as an admission that such individuals are still validly acting as directors. a. The Company has repeatedly treated its holders of ADSs, including Murchinson, as shareholders. This was also the case when the Company “invented” various excuses in its attempt to reject our demand to convene the special general meeting back in March 2023. b. It was only after we called the special general meeting (held on March 20, 2023) that the Company, as part of its illegitimate and unlawful tactic and inconsistent with many other actions it took and continues to take, determined to suddenly raise a new, baseless argument, that we (and all other holders of ADSs) are not entitled to any shareholder rights (whether to call a shareholder meeting, bring derivative lawsuits etc.). c. We obviously reject this position, as we have notified you in previous correspondence and in pending litigation. 5. Pursuant to the Israeli Companies Law (including the regulations thereunder), any shareholder (including, for sake of clarity, ADS holders) holding at least (i) 1% of the voting rights may submit additional agenda items for general meetings and (ii) for companies whose shares are traded on Nasdaq, 5% of the voting rights may submit agenda items for the election or removal of directors. This letter is to inform you that we have instructed our broker to convert an additional portion of our ADSs into ordinary shares so that we will become the record holders of at least 11,500,000 ordinary shares, representing more than 5% of the Company’s voting rights. 6. Given (i) the upcoming AGM, (ii) the Board’s past unlawful actions and delay tactics, and (iii) the Board’s apparent appetite to employ other delay and unlawful tactics, we have determined to make such conversion to preempt your expected attempt to, yet again, unlawfully disenfranchise our rights as shareholders. 7. For the sake of clarity, such conversion is not, and shall not be construed, as a waiver of any of the arguments and claims with respect to the powers of ADS holders, nor as an admission of any of the arguments you have raised in this respect. Such conversion will be made only for the sake of caution in light of these arguments which the Company made that we (and all ADS holders) have no corporate rights. Further, such conversion is not, and shall not be construed, as (i) an admission that any such purported requirement (that we hold ordinary shares, as opposed to ADSs, in order to exercise rights under Israeli law) is legal, valid or binding, or (ii) derogating from any and all arguments, rights and remedies pursuant to our arguments in the pending litigation. 8. While we are not legally required to provide the Company any information regarding our shareholder proposals for the upcoming AGM before you publish the notice and detailed agenda items therefor, you are hereby advised that we currently intend submit the following proposals: a. Nominating two to three director candidates as Class I Directors; b. Removal of one or more incumbent directors; and c. Amendments to the Articles of Association, including regarding the need to obtain shareholder approvals for major transactions. 9. We wish to remind you that, despite the (unlawful) manner in which you structured the proposal regarding election of directors in the 2023 AGM, you have previously (and correctly) recognized in your proxy contest for the Stratasys annual meeting held on August 8, 2023 that the legal manner to elect director candidates in contested elections is on an individual basis, not on a slate-by-slate basis. 10. We urge you to engage in a good faith dialogue with us so as to ensure that the proxy materials you publish for the upcoming AGM already include our proposals in a manner that will ensure that the Company’s shareholders are presented with a clear agenda for the meeting, including the right to elect directors on an individual basis. It could also save the Company material costs and expenses of revising the agenda and related proxy materials. 11. This letter is sent without prejudice and shall not be construed to prejudice any of our claims, rights, arguments, demands, grounds and/or remedies under any contract and/or law. It is hereby further clarified that every claim and right of the undersigned, including those in relation to the pending lawsuits between the parties, and any other matter, are fully reserved. Sincerely, Murchinson Ltd. Mark Lichtenstein Source: https://www.sec.gov/Archives/edgar/data/1643303/000092189524002279/ex991to13da1313459002_101124.pdf

Murchinson Delivered A Letter To The Nano Dimension Ltd's Board Of Directors

Urgent October 9, 2024 Via Email Nano Dimension Ltd. 2 Ilan Ramon St. Ness Ziona 7403635 Israel Attention: Board of Directors (including...

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Dear Shareholders of Cracker Barrel Old Country Store Inc.:   Through affiliated entities, we have been shareholders of Cracker Barrel since 2011. We currently own 2,069,141 shares. Since 2019, the shareholders of Cracker Barrel have collectively lost over $2.9 billion in market value.1 As 9.3% owners of the stock, we have lost our proportional share.   Neither the appointment of Julie Felss Masino as the Company’s CEO nor her new transformation plan has restored shareholder confidence. In fact, Cracker Barrel’s share price fell 14.5% when the transformation plan was revealed on May 16, 2024, and is down 50.9% since Ms. Masino became CEO-elect on August 7, 2023.2   This letter is devoted not only to the current plans of the Company but also to the historical decisions that led to Cracker Barrel’s current crisis. A postmortem is instructive so as not to repeat past mistakes. Nothing captures this sentiment better than the cautionary words of George Santayana: “Those who cannot remember the past are condemned to repeat it.”   The Cracker Barrel Board Has Destroyed Shareholder Value   Cracker Barrel is in perilous times. Not only is a change to its Board warranted but we believe it is also mandatory for the sake of the Company’s future. The proof is in the stock performance — in absolute terms and relative to its peers — over one-, three-, and five-year time periods.   1 Source: FactSet. Based on Cracker Barrel’s market value of $3.84 billion on January 1, 2019, and market value of $985.9 million on October 7, 2024. 2 https://investor.crackerbarrel.com/news-releases/news-release-details/cracker-barrel-names-julie-felss-masino-companys-new-president Cracker Barrel 2024 proxy peers include: Big Lots, Inc., Bloomin' Brands, Inc., Brinker International, Inc., Cheesecake Factory Incorporated, Chipotle Mexican Grill, Inc., Darden Restaurants, Inc., Dave & Buster's Entertainment, Inc., Denny's Corporation, Dine Brands Global, Inc., Domino's Pizza, Inc., Jack in the Box Inc., Red Robin Gourmet Burgers, Inc., Texas Roadhouse, Inc., Tractor Supply Company, Wendy's Company, Williams-Sonoma, Inc. Casual dining peers include: BJ's Restaurants, Inc., Bloomin' Brands, Inc., Brinker International, Inc., Cheesecake Factory Incorporated, Darden Restaurants, Inc., Dave & Buster's Entertainment, Inc., Denny's Corporation, Dine Brands Global, Inc., Texas Roadhouse, Inc.     C racker Barrel’s Poor Performance Is a Direct Result of Board and Management Failures   Former CEO Sandy Cochran’s tenure was calamitous, but it is the Board that must be held to account for approving capital expenditures for new stores and new brands, from start-up Holler & Dash to the bar concept Punch Bowl Social to Maple Street Biscuit. Despite glaring managerial failures in new stores and a zero-for-three record on new brands, the Board kept Ms. Cochran on in her CEO post — and for far too long. Then, instead of firing Ms. Cochran after she failed to lead the Company successfully as CEO, the Board invited her to lead the Board as Chairman.   In most situations, promoting the retired CEO to Chairman and having her look over the shoulder of the new CEO is an indication of a breakdown in governance structure. Clearly, the Board was deferential to Ms. Cochran. Then Chairman Mr. William McCarten stated at the time, “Sandy and the rest of the Board have spent years planning for Sandy’s succession and we are happy to see that work pay off today. Sandy’s contributions to Cracker Barrel are too many to catalogue — from driving performance and creating shareholder value, to recruiting and mentoring key talent, to successfully guiding our company…. She will add to that track record in her role as Executive Chair….” After years of value destruction owing to mismanagement, the collective Board bears full responsibility for the Company’s poor operating performance, poor capital allocation record, and poor shareholder returns. Over a 12-year period, cumulative capital expenditures totaled $1.4 billion, yet annual operating income fell from $167 million in fiscal 2011 to $121 million in fiscal 2023. Every acquisition under the Board’s watch destroyed value. Capital expenditures approved by the Board have increased overall sales, but operating profit has declined . As a result, the stock price is lower today than it was in fiscal 2011.   Despite the changes to the Board and management, earnings of fiscal 2024 were lower than those of fiscal 2023. Sales are too weak, costs are too high, and margins are too low. Moreover, Cracker Barrel has no credible plan to regain customer traffic. In fact, management has forecast a decline in traffic for the fiscal year 2025. Meanwhile, the Board’s decision to slash the quarterly dividend by about 80% highlights the steep burden shareholders must bear for management’s new plan.   Let it be known that we warned the Board and shareholders of what we saw as it unfolded — the lack of focus on core operations, the low returns on new stores, and the attempt to launch or purchase nonsensical brands — through a total of 12 shareholders’ letters since 2011; they can be accessed at enhancecrackerbarrel.com . We could not have been more vocal about the Board’s missteps. Had we not repeatedly run several proxy contests, we believe Cracker Barrel would have opened hundreds of new stores instead of returning that capital to shareholders. But because we did not prevail in prior proxy contests, the Company continued to venture outside its lane while failing in the execution of its core business. Unfortunately, the chickens have come home to roost.   We value focused management and focused companies. As investors, we have seen focused management excel and have seen time and again what happens when management loses focus: failure ensues. The difference is billions of dollars’ worth of market value.   Here are two areas where the Board could have rejected obvious folly:    1) New stores. Opening new stores was unnecessary and costly. When customer traffic is declining in existing stores, a savvy operator doesn’t try to make up for it by opening new locations. And to compound the situation, expanding the Company’s footprint on the highly expensive West Coast was an unforced error. Returns on new stores were destined to be poor — the cost to build was too high, as was the volume required to succeed. To put the numbers into perspective, in the first 40 years of Cracker Barrel’s existence, there were about 20 closures,3 but in the last two years, 10 Cracker Barrel stores have closed, mainly on the West Coast. In other words, about 3% of stores closed in the Company’s first four decades of operation but nearly 60% of stores in the West Coast expansion closed in the last several years, underscoring the current Board’s fundamentally flawed decision-making. Of course, we vehemently opposed new store investments, and history proves that we were correct. 2) New brands. Holler & Dash and Punch Bowl Social were both terminal investments. The first was the wrong formulation for a company that had no executive on its team who had successfully started a new company. The second was a risky proposition because in the bars and taverns business, as anyone who has ventured there knows, an especially steep climb awaits anyone aspiring to success. The losses were material: Punch Bowl Social alone cost the Company about $140 million, or about 14% of the current market capitalization. Why would a family dining establishment venture into these urban-centric concepts in the first place? 3 Source: Transcript of Sandra Cochran, former CEO, at the Bank of America Merrill Lynch Consumer and Retail Conference, March 2015.   A Flawed Board Is Responsible for a Flawed Strategy   On May 16, 2024, management discussed its “strategic transformation plan,” a high-capital-expenditure strategy. Over the next three years, the Company plans to spend “$600 million to $700 million” in capital expenditures, which represents about 70% of Cracker Barrel’s market capitalization.   The plan the Board has adopted involves remodeling the units with new booths and banquettes, which have not been part of store interiors to date. Yet the problem lies not in the seating but in getting more people to sit in it. We do not believe changing the furniture and altering the decor are going to change the Company’s trajectory or solve the Company’s underlying problem of declining traffic.   We believe the questionable transformation plan is indicative of a poorly constituted board that cannot relate to the Cracker Barrel brand or its customers. It lacks turnaround experience, and is critically missing the skill set needed to address the underlying business challenges.   While announcing the transformation plan, CEO Julie Masino stated: “[W]e’re just not as relevant as we once were.” We question how and when Cracker Barrel ostensibly lost relevance. If it has, where was the Board during this period of slow and steady decline?   Can Cracker Barrel spend its way back to relevance? Investors think not. From the moment management presented its plan on May 16, 2024, through the date of our nomination, the stock price fell another 29.2%, compared with a gain of 5.2% in the S&P 500.4 Because the past capital investment record of Cracker Barrel has been disastrous by any measure, how can we rely on the current Board to properly address the wisdom of its plan for massive investment? With the passage of time, all of our concerns over prior growth capital expenditures were borne out.   The Right Plan for Cracker Barrel: Focus on the Core Business   Contrary to the recent pronouncements by management, we believe Cracker Barrel is relevant; the problem rests not with the brand but with its board.   Cracker Barrel has been geographically well positioned all along. About half of the 658 Cracker Barrel stores are situated in the fastest-growing states by population over the last year: Texas, Florida, North Carolina, South Carolina, Tennessee, and Georgia.5 Cracker Barrel has premier real estate, with 83% of it located along interstate highways.   It is therefore shocking and inexcusable that the Company has lost about a third of its customer traffic over the last 20 years, despite operating in areas of the country with population growth, robust economic growth, and a huge advantage in real estate.   Instead of implementing the high-capex plan, we believe the Board should focus on the following low-capex plan:     1) Divest Maple Street Biscuit. Management can’t effectively execute a turnaround while spending time on a rounding error. We believe Maple Street is an unnecessary extracurricular distraction for the Board and management. Andy Grove wrote, “The art of management lies in the capacity to select from the many activities of seemingly comparable significance the one or two or three that provide leverage well beyond the others and concentrate on them.” 2) Halt new store openings. Every time a new unit opens, it costs about $8 million. The view has to be that all capital is precious. An entire team to support new unit growth is costing the Company, by our estimation, millions of dollars in general and administrative expenses annually. Yet the value and opportunity lie in existing units. 3) Focus on store-level economics. The single greatest way for Cracker Barrel to create value is by improving operations. The stores must provide a warm, caring, hospitable environment with authentic country cooking. The principal reason unit-level performance has been dismal is that unit-level customer traffic has been declining. Regaining the lost traffic in existing stores holds the potential of several billion dollars in market value creation. Realizing this potential will entail, among other things, improving the quality of products and service, and making more effective use of technology. What the Company has been doing with its remodel program is embarking on a strategy to undifferentiate itself — and at a high cost — while making wholesale changes such as introducing “20 new items.” Instead, we believe the Company has to keep its offerings simple but true to the brand’s heritage, in the form of high-quality home-style cooking. It should not be all things to all people, but known for offerings that are differentiated in an old-fashioned way whose consistent ingredient is quality. 4) Return cash to claimholders. Pay down debt and pay dividends. Our low-capex plan to improve operations, attain peer-comparable store-level margins, and eliminate excess general and administrative expenses will allow for the restoration of higher dividend payments or share buybacks. Cracker Barrel’s leadership should put all of its attention on providing great products and great service at a great value. It will never be one thing that solves the Company’s problems but a lot of important little things — details that stem from ingenuity, not capital.   4 Source: FactSet. 5 https://www.census.gov/newsroom/press-releases/2023/population-trends-return-to-pre-pandemic-norms.html   Cracker Barrel’s leadership should put all of its attention on providing great products and great service at a great value. It will never be one thing that solves the Company’s problems but a lot of important little things — details that stem from ingenuity, not capital.   The Board Is in Urgent Need of Change   There is one area where the Board has been consistent, and that is in the inventiveness of its range of excuses over the years, blaming its woes on everything from high gas prices to tough demographics to the coronavirus to brand relevancy. The truth is that none of the aforementioned elements are to blame for the Company’s performance. The stock has lost over 70% of its value in the last five years not because of external factors but because of internal failures. Plainly, when management cuts the quality of products and service while raising prices year after year, the blame rests with leadership, not the brand.   The Cracker Barrel board has a history of periodically reporting on the lessons it has learned from its latest disappointment. The problem is that the Board keeps seeking out future lessons. The Board has been given a pass for far too long. Shareholders should not allow such folly to continue.   We had hoped to avoid another public contest, desiring to settle with the Board privately. After the dismal failures and billions of dollars in shareholder value lost, we had expected the Board to be more receptive to an amicable resolution. But they seem insistent on keeping us off the Board despite the fact that we have been right all along on the major issues we have raised. Clearly, the Board is being emotionally reactive by steadfastly refusing to collaborate with one of the Company’s largest, long-term shareholders. I not only have the qualifications of industry- and company-specific knowledge but also the situational experience of turning around a family dining establishment. It is for this reason that my candidacy is critical. Their resistance toward us is, unfortunately, a pattern that has cost all shareholders. Moreover, the Board is engaging in gamesmanship, making superficial settlement offers that sidestep the need for substantive change. However, such tactics are why we now find ourselves in an untenable situation, which, if it continues, will, in our view, take the Company down the same path as the likes of Red Lobster and Ruby Tuesday — two chains that ended up in bankruptcy court.   Cracker Barrel is not in dire need of a transformation; it’s in dire need of a turnaround. We have invested in an array of restaurant companies for 20 years and have been operating restaurant chains for nearly as long. I have hired past executives of Cracker Barrel, met with its late founder, and visited hundreds of Cracker Barrel stores over the decades. I am confident that we have a greater institutional knowledge of the Cracker Barrel brand than any current board member.   We have faced brand relevancy issues and have managed to fix a brand in the family dining segment with an older demographic. That is to say, we have exactly what the Cracker Barrel board needs to assess store cannibalization; diagnose customer traffic decline; identify general and administrative excess; analyze capital expenditure returns, including the proposed remodel program; and evaluate brand positioning. There is also nothing like the engagement of board members who have skin in the game. We not only have expertise but also a significant stake in the Company — one we have held for a long time.   The dysfunction of the Board has become institutionalized under the auspices of a “refreshed” Board. Cracker Barrel now faces the exigency of a turnaround situation. But who on the Board has ever dealt successfully with a turnaround in the family dining segment of the industry? I have no doubt we shareholders will all continue to lose if we follow the same old approach of adding board members who, despite their strong general resumes, are wrong for Cracker Barrel. The self-proclaimed refreshment program has led shareholders to the grave realization that the Company’s peer group outperforms the Company on all relevant metrics. Now is the time for change. Now is the time for accountability.   Cracker Barrel is not a broken brand but it has a broken board. The strategy of a refreshed board has been given its chance for 13 years. We now ask you to give one of Cracker Barrel’s largest and most long-standing shareholders an opportunity to advocate for all shareholders through our nominees. Indeed, upon filing our preliminary proxy statement on September 23, 2024, which laid out our concerns and ideas, the market reacted favorably, giving Cracker Barrel a one-day stock gain of 5.9% while the Company’s casual dining peer group declined by 0.8%.   We are seeking positions on the Board to bring diversity of thought to the boardroom in an effort to help address the Company’s challenges, restore prosperity, and create value for shareholders. To be sure, it is exactly at such a concerning moment that the Company’s problems could be compounded by new poor decisions that ultimately lead to the demise of a once venerable brand. No shareholder can afford to give the Board any more chances. Sincerely, /s/ Sardar Biglari  Sardar Biglari Source: sec.gov/Archives/edgar/data/1067294/000092189524002261/dfan14a08106004_10082024.htm

Biglari Capital Corp Sent Letter to Shareholders of Cracker Barrel Old Country Store, Inc.

Dear Shareholders of Cracker Barrel Old Country Store Inc.:   Through affiliated entities, we have been shareholders of Cracker Barrel...

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TAFE Raises Governance and Operational Concerns on AGCO Corporation (AGCO)

Key Summary: On September 30, 2024, TAFE issued an open letter to shareholders voicing concerns over the company’s governance, capital...

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Fellow Shareholders, Tractors and Farm Equipment Ltd. (together with certain of its affiliates, “TAFE” or “we”) is the largest shareholder of AGCO Corporation (NYSE: AGCO) (“AGCO” or the “Company”), with ownership of approximately 16.3% of the Company’s outstanding shares. We are also a longterm shareholder who has spent more than a decade trying to enable the Company to grow and create enhanced value for all stakeholders. We believe our significant shareholdings and track record of constructive engagement demonstrate that our interests are squarely aligned with your interests. Given our experience allocating capital and operating businesses within the agricultural machinery sector, we have firm conviction in AGCO’s future growth potential. As the Company has struggled in recent years to integrate acquisitions and expand into new markets, we have drawn on our experience to provide leadership with pragmatic suggestions. Unfortunately, AGCO has responded by ignoring these ideas, taking measures to disenfranchise TAFE, and isolating our representative on the Board of Directors (the “Board”). This seemingly unjustifiable intransigence has resulted in the deterioration of the Company’s competitive position and financial performance versus peers and is now forcing us to deviate from our preferred method of private engagement. It should speak volumes about AGCO’s current state that TAFE, a long-term, strategic investor with an extremely patient outlook and no history of public activism, feels compelled to bring its concerns to fellow shareholders. AGCO’s issues have also led us to begin assessing the ways in which a strategic transformation can be implemented, with new and independent directors who possess the expertise required to lead a lasting turnaround. A thoughtfully restructured and more empowered Board will be best positioned to enhance governance practices, establish capital allocation and cost containment guardrails, prioritize operational excellence, and effectively supervise management. There Is a Clear Need for Shareholder-Driven Boardroom Change Since Eric Hansotia began holding both the Chairman and CEO roles in 2021, AGCO has suffered from strategic missteps and ineffective execution. To make matters worse, combining these roles appears to have compromised the current Board’s ability to effectively oversee management and hold Mr. Hansotia accountable. This is evidenced by the Company’s underperformance versus peers and relevant indices over several time horizons:1 1 Bloomberg. TSR data includes dividends reinvested and is as of August 5, 2024, the day before TAFE filed its 13D/A. AGCO’s proxy peers are from the Company’s 2024 proxy statement and include BorgWarner Inc., Cummins Inc., Dana Incorporated, Dover Corporation, Flowserve Corporation, Illinois Tool Works Inc., Oshkosh Corporation, PACCAR Inc., Parker Hannifin Corporation, Rockwell Automation, Inc., Stanley Black & Decker, Inc., Textron Inc., Thor Industries, Inc., Trane Technologies Plc, Westinghouse Air Brake Technologies Corporation, and Xylem Inc. Against the backdrop of the agriculture industry’s latest downcycle, the Company has seen its share price drop approximately -19% year to date while its proxy peers’ shares have increased by an average of 14%.2 This demonstrates AGCO’s structural inability to deal with downcycles as well as a lack of confidence from the market as the Company has trailed its peers in terms of revenue, operating margin, and market share. The Company is clearly in urgent need of a transformation based on the Board’s failings related to its oversight of AGCO’s strategy, operations, and capital allocation, as well as flaws within the Board’s governance structure. Leadership’s short-sighted strategy is jeopardizing AGCO’s competitiveness. Niche strategic positioning with insufficient full-line play. The current strategy is not sustainable in the long run across industry cycles. AGCO, when competing with full-line players, does not offer a complete range of products across volume segments, growth markets, and directly allied product segments – including combines, which are crucial for success in large agricultural markets. The Company’s concentrated and niche strategic positioning has hurt revenue and market share growth and does not protect shareholders from the negative impacts of a highly cyclical industry. Missed market opportunities. The Company has consistently lost market share in key markets that are core to its current strategy. Its competitive position in Brazil has shrunk sharply and remained stagnant despite hi-tech introductions because the Company was slow to respond to shifting market trends. AGCO is now a distant third in this market after losing its No.1 position to Deere & Co. (NYSE: DE) (“Deere”) and has seen its presence in volume segments diminish as well. The Company’s poor Q4 2023 performance as the market turned and its sharply reduced margins in the first half of 2024 are reflective of this fragile competitive position. In North America, the Company’s presence remains sub-scale with limited success through premium product introductions. Its ability to gain scale is severely restricted by a lack of strength in allied segments and channel attractiveness. In its largest market, Western Europe, AGCO’s competitive position has weakened as it has lost share in key sub-markets and geographies amidst concerns over weakening channel and the bridging of its technological advantage. A clear flaw in AGCO’s strategy is indicated by the absence of the full liner.3 Poor investments. AGCO continues to be a marginal player in combines despite eight years of effort and investment in its in-house IDEAL combine program. Combines made up just 4% of AGCO’s agriculture revenue in fiscal year 2023, compared with 22% for CNH Industrial N.V. (NYSE: CNH) (“CNH”).4 Weak financial performance. The Company has delivered weaker than expected financial performance for four successive quarters. AGCO’s revenue growth and margin improvement have trailed peers since 2021, and its operating margin continues to be the lowest among its competitors. Its Q2 2024 earnings fell 2 Bloomberg. AGCO’s stock has fallen nearly -19% from market open on January 2, 2024 through market close on September 27, 2024. 3 Company filings. 4 Company filings. significantly short of Wall Street’s estimates for earnings per share and sales. Further, management’s downward revision of guidance reflects its inability to forecast or adapt in the face of reduced demand. The Board has enabled poor capital allocation and dismal business execution. Unsuccessful acquisitions. The Company has been overly dependent on acquisitions that have failed to deliver returns or growth. Management’s failure to effectively integrate acquisitions has led to significant write-offs, including the Company’s recently announced sale of the majority of its Grain & Protein business (resulting in losses amounting to $670.6 million).5 AGCO has made a number of unsuccessful technology investments that were seemingly done in an effort to keep up with Deere and CNH. Leadership’s track record with respect to integration of acquisitions does not inspire confidence and instead raises concerns about risk assessment. While we believe PTx Trimble is a good strategic fit, how can shareholders have confidence in management’s ability to realize value with its largest acquisition given its poor track record? Ballooning costs. AGCO’s much higher cost of goods sold and selling, general, and administrative expenses have resulted in lower profits versus peers. While competitors foresaw the downcycle and took early steps to prepare, AGCO failed to proactively identify risks and was reactive and delayed in announcing costsaving initiatives. The Board has failed to adequately govern the Company and hold management accountable. Ignoring shareholder feedback. Incumbent leadership has not taken shareholders’ concerns seriously. For years, we have repeatedly expressed our concerns regarding the Company’s governance and strategy both privately through our Board representative and publicly via previous Schedule 13D/A filings dating back to 2020. However, many issues persist today, which is one of the reasons why new leaders are needed in the boardroom. Impeding shareholder rights. By prohibiting shareholders from calling a special meeting, the Company does not allow shareholders to take action to protect their investment or “break glass in case of emergency.” Allowing shareholders the ability to spur change outside of the standard annual meeting process is in line with best governance practices.6 Experience and leadership gaps in the boardroom. The current Board lacks the skillsets and leadership necessary to lead a strategic transformation at AGCO and effectively oversee management. Specifically, we believe the Board needs directors who possess expertise in corporate governance, capital allocation, agricultural manufacturing, and strategic turnarounds – skills which need strong augmentation or are currently missing from the Board. Misaligned interests. Despite an average tenure of eight years on the Board, enough time for at least some directors to accumulate significant ownership in the Company, none of the current directors – besides TAFE’s representative – owns 5 Total loss of $670.6 million includes the first impairment charge of $176 million, plus the latest impairment charge of $494.6 million, which AGCO disclosed in its 2Q 2024 earnings. 6 “Boards should not unnecessarily limit the rights of shareholders including, but not limited to, the right to call special meetings and to nominate directors without onerous hurdles.” Global Proxy Voting Policy for Vanguard-Advised Funds, February 2024. ϰ more than one percent of the Company’s shares.7 Such de minimis shareholdings do not align their interests with AGCO’s shareholders. TAFE Has a Clear Vision for Value Creation at AGCO In 2021, TAFE proposed a number of changes that have positively impacted shareholders, including the globalization of key products, a review and rationalization of the Company’s manufacturing footprint – including a scale-down of its China operations – and the ultimate sale of the Grain & Protein business. However, the Company’s execution on many of these initiatives has been slow and incomprehensive, while many of our recommendations remain unaddressed. One thing all AGCO stakeholders can agree on is that there remains significant upside to the Company’s valuation today. TAFE, with our more than six decades of experience and significant presence in the farm machinery sector, has a clear understanding of the strategic, execution, and governance levers that need to be deployed to unleash this value creation story. The kind of changes we are advocating for include: Capital Allocation & Risk Improvements We see significant opportunities to more effectively allocate the Company’s capital. AGCO should align its cost structure with the targeted volumes to match its peers. We also believe the Company should refrain from making additional large acquisitions, which have so far been unsuccessful. All investments must adhere to a coherent strategy and provide clear value to AGCO’s customers and stakeholders. A stronger Board could enhance the Company’s risk assessment and mitigation efforts. In such a cyclical industry, AGCO must be able to adequately prepare for downcycles and take preemptive action. Strategy Improvements AGCO urgently needs a strategic transformation in each of its key markets. We believe the Company can go further with its globalization initiatives. AGCO should re-imagine its product strategy for Europe; invest to maintain its technological lead and positioning of its products; build channel strength; and focus on all growth and allied segments. We believe the organization needs to be able to move fast across multiple fronts simultaneously to enhance its competitive position. AGCO needs a new approach in combines to close the substantial strategic gap to peers. To realize the value of PTx Trimble, the Company must reset its strategy, structure, and leadership to enable growth with customerfocused value propositions as well as improve its ability to integrate acquisitions to maximize value creation. A stronger Board with the appropriate expertise would provide the effective oversight and strategic vision necessary to execute on these crucial steps. Corporate Governance Improvements We believe a refreshed, stronger Board can more effectively oversee management and ensure the Company develops a comprehensive strategy that can generate sustainable, long-term 7 Company’s 2024 proxy statement. growth. CEOs who have led transformational strategies, individuals with previous board leadership experience, and leaders with global experience at scale would be valuable additions to the Board. In order to deliver the kind of strategic transformation we believe is needed at AGCO, the Board must be more involved in the Company’s portfolio review, strategy, capital allocation, and oversight of operations. In addition to a much-needed refreshment of the Board, we are also advocating for the formation of a Strategic Transformation Committee. The committee would ensure AGCO formulates a holistic strategy focused on the long term and would enhance the Board’s monitoring and mitigation of systemic risks. Finally, we would also like to see a separation of the roles of Chair and CEO, both of which are currently held by Mr. Hansotia, and the implementation of term limits for independent directors. A separate Chair and CEO can provide a stronger balance of authority and responsibility that is in both the Company’s and investors’ best interests. In addition, we believe the restriction of independent directors to 10-year term limits will ensure fresh perspectives in the boardroom, preventing stagnation and driving ongoing efforts to improve shareholder value creation. Shareholders Should Not Trust the Company’s Disingenuous & Misleading Statements In recent weeks, AGCO’s leadership has attempted to confuse shareholders and other stakeholders with misleading statements regarding TAFE’s motives. In its August 7th press release, the Company tried to paint TAFE’s recent 13D/A filing as retaliation for the recent termination of our commercial agreement. This could not be further from the truth. TAFE’s concerns about AGCO’s strategy, performance, and governance and our ongoing engagement with AGCO’s Board and management to attempt to address those concerns have existed for years and stem from our position as the Company’s largest shareholder. TAFE is an aligned, long-term investor in AGCO and has had a governance agreement with the Company for a decade, reflecting our commitment to enduring value creation. We remain very open to reaching a negotiated resolution with the Company that would set AGCO on the right course towards value creation. However, should the Company continue to ignore our concerns, we would have little choice but to consider all options to reconstitute a portion of the Board. Sincerely, P. Krishnamurthy Tractors and Farm Equipment Ltd. Source: https://www.sec.gov/Archives/edgar/data/880266/000119380524001187/exhibit-h.pdf

TAFE sent letter to the shareholders of AGCO Corp

Fellow Shareholders, Tractors and Farm Equipment Ltd. (together with certain of its affiliates, “TAFE” or “we”) is the largest...

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

INDEX JANA Partners and Cannae Holdings Disclose 6.4% Stake and Engage in Discussions with Rapid7, Inc (RPD) Politan nominees were...

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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...

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Declares Intent to Call a Special Meeting in Coming Weeks, Given Urgent Need for Leadership Change Southwest’s Use of “False Record Dates” Requires Shareholders Take Action Now to Protect Their Investment Dear Fellow Southwest Shareholders, We are writing to you today on behalf of Elliott Investment Management, L.P. (“Elliott”) regarding your investment in Southwest Airlines Co. (“Southwest” or the “Company”). The purpose of today’s letter is to a) inform you of our intent to formally call a special meeting in the coming weeks and b) make you aware of certain defensive actions that Southwest’s leaders are taking, apparently in an attempt to disenfranchise shareholders and evade accountability for their poor performance. This letter will lay out the steps you need to take prior to a potential record date of October 7 to ensure that you can vote your shares. We Intend to Call a Special Meeting at Southwest in the Coming Weeks Since becoming large investors in Southwest, it has been our goal to collaborate with the Company to restore accountability and best-in-class financial performance. Unfortunately, Southwest’s management and Board have chosen a go-it-alone path with the goal of obstructing a leadership change that is urgently needed. This path has featured a chaotic series of defensive actions, including a “poison pill,” a hastily recruited new director, a half-baked announcement of changes to the Company’s product, and the sudden declaration that nearly half of the Board intends to resign in November. Executive Chairman Gary Kelly has also said that he intends to resign, but not until next May. Now we are seeing reports that Southwest executives are warning employees of “difficult decisions” ahead that could adversely affect workers, which are supposedly being made in response to demands from Elliott Management. Let us be clear: Whatever “difficult decisions” management has decided must be made, they are the product of a failed management team that has delivered years of deteriorating performance and is now taking any action – no matter how short-sighted – that they believe will preserve their own jobs. Elliott has had no say in any of these actions. From the very beginning of this campaign, our asks have been simple, clear and consistent: Enhance the Board of Directors: The Board should be reconstituted with new, truly independent directors from outside of Southwest who have best-in-class expertise in airlines, customer experience and technology. Upgrade Leadership: Southwest must bring in new leadership from outside of the Company to improve operational execution and lead the evolution of Southwest’s strategy. Undertake a Comprehensive Business Review: Southwest should form a new management and Board-level committee to evaluate all available opportunities to rapidly restore the Company’s performance to best-in-class standards. In other words, we believe that competent new leaders, working through a deliberate and thoughtful process, should chart the course forward for Southwest. We do not support the Company’s current course, which is being charted in a haphazard manner by a group of executives in full self-preservation mode. Trusting these executives to implement “transformative” strategic changes and make “difficult decisions,” when they have proven incapable of competently running the airline, represents a long-term risk to the business and its culture. We have seen time and again that when underperforming management teams try to implement measures without proper governance or the right expertise, companies fail to address their strategic challenges and often make matters worse. The urgency of management and Board change at Southwest could not be clearer. In the coming weeks, we will be formally requesting a special meeting to provide you with a choice between the new directors that we have put forward – who we believe possess the qualifications and skills to guide Southwest to a brighter future – or a Board that lacks relevant expertise and has pre-committed itself to supporting failed CEO Bob Jordan. Southwest Shareholders Need to Call Back All Their Shares Prior to October 7 In the event of a special meeting, it is very important that you, as a fellow Southwest shareholder, have the opportunity to vote all of your shares. To be entitled to vote at the special meeting, shareholders must have the right to vote their shares as of the record date for the meeting, which will be set by Southwest’s Board. Southwest has provided several potential record dates to banks and brokers in anticipation of Elliott calling a special meeting. The use of these so-called “false record dates” can be a defensive strategy used to disenfranchise shareholders by not allowing investors the opportunity to get their shares into a voteable position prior to the record date. These “false record dates” will enable Southwest to set its actual record date for a very short time after the special meeting is called – possibly the very same day. This maneuver would leave some Southwest shareholders unable to vote their full share position at the special meeting. Because we intend to request that Southwest call a special meeting in the coming weeks, we strongly urge all Southwest shareholders – especially shareholders who engage in share lending or authorize their brokers to engage in share lending – to work with their banks and brokers as soon as possible to confirm that they are able to vote all their Southwest shares by no later than October 7 (the next “false record date” set by Southwest). If any of your shares are currently on loan, you can instruct your broker to recall any loaned shares to ensure you are “long” for your entire eligible position. Shareholders should be ready for whatever record date is set by the Southwest Board. An Urgent Case for Change Given the reckless and chaotic actions that Southwest’s leaders keep taking in an attempt to preserve their jobs – and the resulting risk to the Company and its constituents – the need for change is urgent, and our request for a special meeting may come as soon as next week. Any shareholders who have questions about what they need to do should contact our proxy solicitor, Okapi Partners, by calling toll-free (877) 629-6357 or by emailing info@okapipartners.com. Sincerely, John Pike Partner Bobby Xu Portfolio Manager Source: https://www.sec.gov/Archives/edgar/data/92380/000090266424005604/p24-2831exhibit99.htm

Elliott Sent Second Open Letter to Southwest’s Shareholders

Declares Intent to Call a Special Meeting in Coming Weeks, Given Urgent Need for Leadership Change Southwest’s Use of “False Record...

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Key Summary: Various investment firms, including BML Investment Partners, Camac Fund, ATG Fund, McIntyre Capital, and Funicular Funds, expressed concerns, advocated for change, and recommended actions in relation to a company's management and governance. Camac Fund, ATG Fund, and McIntyre Capital (collectively 7.6%) settled with the company and its Board on June 11, 2024. This agreement resulted in the formation of a strategic alternatives committee, an expansion of the Board to nine seats with Camac-appointed directors.

Camac Fund, ATG Capital Management and McIntyre Capital (together 7.6%) entered into a settlement agreement with Forte Biosciences (FBRX)

Key Summary: Various investment firms, including BML Investment Partners, Camac Fund, ATG Fund, McIntyre Capital, and Funicular Funds,...

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Starboard reaches agreement with Alight Inc (ALIT)

Key Summary: On Feb 16, 2024, Starboard nominated Board candidates for Alight Inc. On May 6, 2024, following a cooperation agreement with...

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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...

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Key Summary:  On July 25, 2024, Axonic Capital  had discussed with the management various strategies to enhance shareholder value, including potential recapitalization and other strategic alternatives. Market Cap: $4 million | Power REIT, a specialized real estate investment trust (REIT), emphasizes the "Triple Bottom Line" with a focus on Profit, Planet, and People. On July 25, 2024, Axonic Capital (5.4%) had discussed with the management various strategies to enhance shareholder value, including potential recapitalization and other strategic alternatives. Source

Axonic Capital initiated discussions with Power REIT (PW)

Key Summary:  On July 25, 2024, Axonic Capital  had discussed with the management various strategies to enhance shareholder value,...

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Dream Chasers Capital Group nominated two directors to Carver Bancorp, Inc (CARV)

Key Summary:  On July 23, 2024, Dream Chasers Capital Group LLC (5%) stated that it was nominating two new directors to the board and...

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Issue Open Letter to Comtech Stockholders Advocating for an Independent Evaluation of Strategic Options for Comtech’s 911 Public Safety Business, the Appointment of an External CEO & COO, and Other Initiatives to Enhance Stockholder Value Dear Fellow Stockholders: Our decision to issue this public letter stems from our ongoing commitment to the success of Comtech. After much thought and diligence, we have taken this action to enhance value for all of Comtech’s stakeholders, including, stockholders, employees, customers, and partners. We are deeply familiar with the Comtech business and are confident that there are significant opportunities to enhance stockholder value through focused strategic actions under the leadership of a new board of directors. We are fully committed to Comtech’s future success and directly aligned with our fellow common stockholders. Accordingly, Mike has nominated a slate of eight highly qualified director candidates for election to the Board at the upcoming Fiscal 2024 Annual Meeting of Stockholders. The nominees bring a blend of knowledge, expertise, and relevant industry experience that we believe will be invaluable to Comtech’s future. More detailed information about these director candidates is provided below and can be found in a Schedule 13D that was filed with the SEC on Friday, September 20, 2024. Prior to the March 2024 termination of the CEO and other recent leadership changes, we (and others) reached out to the Board multiple times, offering help in various capacities. We ultimately met with several members of the Board. We offered our operational expertise aimed at increasing profitability, providing suggestions and advice on several topics, including offering to assist with refinancing efforts and in the search for a new CEO. We proposed several disclosures the company should include in its upcoming Form 10-K, particularly concerning all transactions with preferred stockholders, Credit Facility lenders, and related parties. At the suggestion of several stockholders and Wall Street analysts, Mike even offered to return as CEO without cash compensation, aligning his interests solely with common stockholders. We ask the Board to follow the advice we have given them until new directors are elected. Our Recommendations In addition to the guidance we’ve shared privately with the existing Board, we believe the following are critical to Comtech’s future success, and our Nominees are committed to executing them if elected to the Board: Leadership Change Disclosures: Disclose the specific details and circumstances surrounding the March 2024 CEO termination for cause in the upcoming Form 10-K to be filed with the SEC. Additionally, disclose any internal control and governance changes implemented. CEO & COO Search Process: Conduct a thorough and transparent search for both an external CEO with relevant industry expertise, considering a wide range of qualified candidates. Many years ago, the Interim CEO worked at Comtech under our direction. We request to meet with the Interim CEO and any current candidates to assess their qualifications and capabilities. We believe a newly elected board should meet with the final list of candidates and appoint the permanent CEO as well as a new COO, who just resigned. Evaluate Strategic Options: Assess the effectiveness and viability of current strategic initiatives, including the “One Comtech” and “Evoke” strategies. We recommend renaming the “Terrestrial & Wireless Networks” segment to “911 Public Safety” to better highlight its value. As discussed further below, we recommend an independent evaluation of strategic options for Comtech’s 911 Public Safety business. Assess Capital Structure & Financing: Disclose in upcoming SEC filings detailed information on recent financing activities, including details on costs and the valuation of warrants issued both to the lenders and preferred stockholders. Discuss the Board’s oversight process and provide third-party benchmarks for comparable transactions. Enhance Core Business Units: Focus on key product lines and markets where Comtech has established strengths, such as its satellite and troposcatter product lines, to drive growth and increase profitability. Optimize Operational Efficiency: Evaluate corporate costs and align resources with strategic priorities to enhance operational efficiency and support sustainable growth. Assess the X/Y antenna product line and evaluate potential partnership opportunities to continue to participate in the LEO/MEO market. Develop and retain in-house talent rather than engaging outside consultants. Invest in Innovation: Renew focus on research and development to foster genuine innovation within Comtech’s product offerings. Such a focus is crucial for maintaining a competitive advantage and fostering long-term growth within the Company. Establish Targeted Profit Centers: Reintroduce independent business units for product lines focused on global commercial sales and government clients to maximize market opportunities. Reinstating this strategy could significantly enhance financial performance and we believe would be well received by customers. Ensure Consistency in SEC and Marketing Communications: Provide clear and consistent disclosures to stockholders in public statements and regulatory filings. Call to Evaluate Strategic Alternatives for the 911 Public Safety Business During our communications with the Board, we have recommended exploring strategic alternatives for the 911 Public Safety business. We believe a carefully planned and well-executed sale process, similar to Rave Mobile Safety, Inc.’s $553.0 million sale to Motorola, could unlock substantial stockholder value. Proceeds from the sale could be used to eliminate all long-term debt and redeem the existing outstanding preferred stock. We have consulted with a leading industry-specific investment banking firm and spoken with potential buyers. Based on our well-informed analysis, if a bona fide sale process were conducted, we believe that Comtech’s 911 Public Safety business, which is significantly larger than Rave’s, could achieve a sale price well in excess of $553.0 million. We believe that such an evaluation process would benefit from the oversight of our Nominees once elected at the 2024 Annual Meeting of Stockholders. TheFutureComtech.com We are excited to announce that we have created a new website at TheFutureComtech.com, where you can send us your thoughts. Soon, you’ll be able to stay-up to-date on what we have to say, and we will also make it easy to access important information including our SEC filings. Stay tuned for the official launch – we can’t wait to share it with you. Conclusion We believe the recommendations we made to the Board and the election of the new director candidates listed at the end of this letter are important for positioning Comtech for long-term success and maximizing stockholder value. As dedicated stakeholders and former leaders of Comtech, we stand ready to assist the Company and help it achieve its full potential. We appreciate the engagement of many stockholders and other stakeholders who share our commitment to Comtech’s success. We welcome the opportunity to engage in constructive dialogue with the Board and management to collaboratively develop strategies that are in the best interests of all stockholders. Sincerely, Fred Kornberg Fellow Stockholder and Former CEO and Chairman of the Board Michael Porcelain Fellow Stockholder and Former CEO, CFO, President, COO and Director Source: https://www.sec.gov/Archives/edgar/data/23197/000092189524002160/dfan14a14250001_09232024.htm

Michael Porcelain Sent Letter to Comtech's Stockholders

Issue Open Letter to Comtech Stockholders Advocating for an Independent Evaluation of Strategic Options for Comtech’s 911 Public Safety...

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Y Combinator is a major player in the tech industry, having invested in over 5,000 companies since 2005 with a combined valuation exceeding $600 billion. I was curious and looked into which equity research startups they've funded. It turns out Hudson Lab, the creator of "Bedrock AI," is the only one (Am I missing anyone else?). Considering Y Combinator's acceptance rate is less than or equal to 2%, Hudson Lab’s success in getting funding from Y Combinator is quite impressive. It is a big thing in the startup circle. Founded by Kris Bennatti and Suhas Pai, they launched the Bedrock AI product in 2021. Three things- 1) I strongly believe that AI can drastically improve the idea-generation process - both long and short. So, I urge you to explore the platform. I have not tried it and I have no relationship with the firm. Nevertheless, it is worth giving a shot. 2) Their blog is quite engaging. One notable article discusses how Hudson Labs' AI analyzes management biographies in proxy statements (DEF 14A) to identify executives with past bankruptcies. That’s brilliant. You can read more about it here: https://www.hudson-labs.com/post/management-teams-with-past-exposure-to-a-short-report-or-bankruptcy-hudson-labs-datasets 3) Other interesting articles + https://www.hudson-labs.com/post/free-and-low-cost-alternatives-to-bloomberg + https://www.hudson-labs.com/post/companies-with-high-customer-dependence-highlights-from-our-recent-data-pull For Bedrock AI: Substack | Website Disclaimer: This was written out of personal interest. I have no prior relationship with Bedrock or its founders.

Short Notes on Y Combinator-Backed Bedrock AI / Hudson Lab

Y Combinator is a major player in the tech industry, having invested in over 5,000 companies since 2005 with a combined valuation exceeding

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This is a sample weekly notes

Weekly notes

This is a sample weekly notes

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13D weekly report - Sep 16, 2024 to Sep 20, 2024

INDEX Deep Track Capital Plans Discussions on Dynavax Technologies Corporation's  (DVAX) Performance and Governance Michael Porcelain...

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Shareholders rejected Starboard's Proposal to Collapse Dual-Class Share Structure at News Corp (NWS)

Key Summary: On September 9, 2024, Starboard Value proposed eliminating News Corp’s dual-class share structure, criticizing the...

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Michael Porcelain reached cooperation agreement with Comtech Telecommunications Corp (CMTL)

Key Summary: On September 20, 2024, Michael Porcelain nominated eight candidates, including himself, for the Board at the 2024 annual...

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Starboard Value reached agreement with Algonquin Power & Utilities (AQN)

Key Summary: On July 6, 2023, Starboard urged sale of Algonquin's renewable business to reduce leverage, enhance EPS, and align dividend...

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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...

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Deep Track Capital Plans Discussions on Dynavax Technologies Corporation's (DVAX) Performance and Governance

Key Summary: On September 16, 2024, Deep Track Capital (9.6%) announced plans to discuss the company's performance, governance...

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Biglari Capital's nominees were not elected to the Board of 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. At the...

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13D weekly report - Sep 09, 2024 to Sep 13, 2024

INDEX   Starboard Proposes Elimination of Dual-Class Share Structure at News Corp (NWS) Mehran Nia Announces Plan to Nominate New...

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ISS Recommends to Vote on the Kellner Group’s GOLD Card for Ted Kellner and Paul Sweeney at 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...

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Vista Outdoor (VSTO) Announces Completion of CSG Transaction

Key Summary: On November 22, 2023, Colt CZ proposed a strategic combination with Vista Outdoor valuing the company at $30.00 per share...

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This article is not focused on Roaring Blue Lion Capital’s proxy campaign against HomeStreet, Inc. Instead, it draws upon insights from the fund’s observations about the fundamental differences between mortgage banks and commercial banks. Roaring Blue Lion’s November 2017 letter explains why commercial banks are valued at a premium over mortgage banks: Earnings Stability : Mortgage banks' earnings are highly sensitive to interest rates and seasonal factors, leading to unpredictable earnings. In contrast, commercial banks have more stable and predictable earnings, which investors prefer. Interest Rate Sensitivity : Mortgage banks are negatively impacted by rising interest rates, as higher rates reduce mortgage demand. Commercial banks, however, generally benefit from rising rates, improving their profitability. Operational Efficiency : Mortgage banks tend to have high efficiency ratios (85-90%), while well-run commercial banks generally have efficiency ratios of 40-60%. As a result, every dollar of revenue in a commercial bank generates roughly 50 cents of pre-tax income, compared to 12.5 cents for a mortgage bank. Therefore, the leverage per dollar of revenue for a commercial bank can be four times greater than that of a mortgage bank. Valuation : Mortgage banks typically have lower price-to-earnings (P/E) and price-to-tangible book value (P/TBV) multiples due to their earnings volatility, whereas commercial banks command higher multiples because of their stable earnings and profitability. Rising Rate Environment : In times of rising interest rates, commercial banks tend to be more profitable, widening the valuation gap between them and mortgage banks.

Why Investors Value Commercial Banks Over Mortgage Banks: Insights from Roaring Blue Lion Capital

Roaring Blue Lion’s November 2017 letter explains why commercial banks are valued at a premium over mortgage banks

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Southwest (LUV) Enters Agreement with Elliott, Expanding Board with 6 New Directors

Key Summary: On July 8, 2024, Elliott Investment Management L.P. called for a leadership overhaul at Southwest Airlines due to ongoing...

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Mehran Nia Announces Plan to Nominate New Directors for CarParts.com (PRTS) Board

Key Summary: On September 9, 2024, Mehran Nia announced his intent to nominate new directors for CarParts.com ’s 2025 board election,...

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Dear Fellow Shareholders, Starboard Value LP (together with its affiliates, “Starboard” or “we”) is a large shareholder of News Corporation (“News Corp” or the “Company”). We have great respect for News Corp and the evolution of the business since its formation in 2013. News Corp has transformed itself from a business comprised primarily of newspaper assets in decline to a growing, digital-first, highlyrecurring, subscription-oriented business. As we outlined last year at the 13D Monitor ActivePassive Investor Summit, we believe News Corp has an opportunity for significant shareholder value creation. Since that time, we have enjoyed discussions with our fellow shareholders, who share our concerns that the Company is significantly undervalued and is burdened by its dual-class share structure that provides outsized influence to the Murdoch family. To be clear, we believe dual-class share structures are NOT in the best interests of shareholders and are NOT reflective of best-in-class corporate governance practices. That being said, we can understand that there are limited and unique circumstances where some may consider the structure to be beneficial. Theoretically, some may believe dual-class share structures could provide potential benefits to recently listed companies that, perhaps, want their visionary founder to be insulated against short-term pressures for a limited period of time. However, News Corp could not be further from this archetype. News Corp and its predecessor and related companies have had dual-class share structures in place for decades under the leadership of founder Rupert Murdoch. However, at last year’s annual meeting, Rupert Murdoch transitioned to Chairman Emeritus and his son, Lachlan Murdoch, became the sole Chair of News Corp. As noted above, while we can understand how some could see a benefit to a visionary founder retaining outsized control for a limited duration of time, that potential understanding vanishes as super-voting power and the associated protections transition to others. This transition of power from Rupert Murdoch to his children has allowed for complicated family dynamics to potentially impact the stability and strategic direction of News Corp. For background, the Murdoch family’s ownership in News Corp is managed by the Murdoch Family Trust (the “Trust”), which is reportedly controlled by Rupert Murdoch and four of his children. Recent press reports have described a legal battle over ongoing control of the Trust, with Rupert and Lachlan Murdoch on one side, and three of Rupert Murdoch’s other children on the other side. We believe, and reports have highlighted, that one of the root causes for the conflict is disagreement over the future strategic direction of News Corp and Fox Corporation. This uncertainty represents a risk to 2 shareholders that is only amplified by the Murdoch family’s super-voting shares and the poor governance and oversight that stems from the dual-class share structure. While the legal proceedings are not public, press reports include excerpts of legal documents that point to Rupert Murdoch seeking to have his family influence the strategic direction of both companies in perpetuity, viewing them both as family businesses: “According to the court’s decision, Mr. [Rupert] Murdoch was concerned that the “lack of consensus” among his children “would impact the strategic direction at both companies including a potential reorientation of editorial policy and content.” It states that his intention was to “consolidate decision-making power in Lachlan’s hands and give him permanent, exclusive control” over the company.” – The New York Times, July 24, 2024 “The family battle has been years in the making. Murdoch has always sought to keep his media enterprise in the family’s hands, and he brought several of his children into the business over the years.” – The Wall Street Journal, July 24, 2024 There are no reasonable arguments to extend super-voting rights and de facto control to the inheritors of a founder. The situation at News Corp is a textbook example of one of the worst forms of a dual-class share structure – one that extends beyond any reasonable timeline and one in which super-voting rights are moving from a visionary founder to the founder’s children. The four Murdoch siblings with voting rights within the Trust are reported to have widely differing worldviews, which, collectively, could be paralyzing to the strategic direction of the Company; more importantly, we are not sure why their perspectives should carry greater weight than the views of other shareholders. This is clearly not the appropriate governance structure for a public company, and we believe it has exacerbated News Corp’s valuation discount relative to its inherent value. To address these concerns, we have submitted a non-binding business proposal to be voted upon at News Corp’s upcoming 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) that calls upon the Board of Directors (the “Board”) to take all necessary actions to collapse the Company’s dual-class share structure. We have submitted this proposal to give shareholders the opportunity to stand up for their rights and to communicate to the Board that the time for News Corp’s dual-class share structure has long passed. While News Corp is often described as a controlled company and shareholders often feel bound to the desires of the Company’s founding family, the Murdoch family’s economic ownership stake in News Corp is approximately 14%1 , and even when accounting for the unequal voting rights of the Company’s share classes, the Murdoch family controls 41%1 of the vote. 1 Source: Company filings. Note: The Murdoch family’s economic ownership and voting rights are based on the shares held by the Murdoch Family Trust and the K. Rupert Murdoch 2004 Revocable Trust as of the 2023 proxy statement. 3 Shareholders do have a choice and will have an opportunity to make their voices heard – there is a path to achieve majority support for this proposal. We believe majority support for this proposal will send a clear and direct message to the Board to eliminate the dual-class share structure. If the Board refuses to listen, we can then take further action. Previous proposals to eliminate the dual-class structure were soundly supported by shareholders unaffiliated with the Murdoch family. In fact, nearly 90%2 of unaffiliated shareholders supported a previously submitted proposal, resulting in 49.5%2 of total votes being in favor of eliminating the dual-class share structure. Despite this clear message from unaffiliated shareholders, the Board failed to take action. The situation has become even more important in light of recent reporting on Murdoch family dynamics. We hope shareholders will once again clearly express their views, but we hope that this time, the Board will finally realize its obligation to represent the best interests of all shareholders. Shareholders deserve better. We will be filing a proxy statement in the coming weeks with more details on the proposal. We look forward to continuing to engage with our fellow shareholders. Sincerely, Jeffrey C. Smith Managing Member Starboard Value Source: https://www.sec.gov/Archives/edgar/data/1517137/000092189524002110/ex1dfan14a06297361_090924.pdf

Starboard Value LP sent Letter To The Shareholders Of News Corp

Dear Fellow Shareholders, Starboard Value LP (together with its affiliates, “Starboard” or “we”) is a large shareholder of News...

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Dear Board of Directors of CarParts.com, Inc. (Nasdaq:PRTS), David Meniane Warren B. Phelps III Henry Maier Dr. Lisa Costa Nanxi Liu Jay K. Greyson Jim Barnes Ana Dutra I am writing to follow up on my prior communications regarding the critical issues that threaten CarParts.com's sustainability. Several weeks ago I requested the opportunity for a face-to-face meeting with the Board of Directors to discuss steps that I believe are crucial for the Company’s long-term health and prosperity. I made this request after I have been privately warning the board when the stock was as high as $15 per share all the way down to current levels, which is now under a dollar. I received no response to my request for a meeting. I am therefore writing to advise you of my intent to nominate myself and two other candidates, as yet undetermined, for election to the Board of Directors at the 2025 annual shareholder meeting. The bylaws indicate that the time for submitting formal nominations is between January 23, 2025 to February 22, 2025, and I intend to submit the required documentation at that time. To assure that my filing is timely, I would ask that you send me the questionnaire that must be completed by all potential board members, so that the completed questionnaire may be included with the rest of the nomination package. Sincerely, Mehran Nia Co-Founder and Former CEO, CarParts.com, Inc. (Nasdaq:PRTS) Source: https://www.sec.gov/Archives/edgar/data/1378950/000121465924016231/r96240dfan14a.htm

Mehran Nia letter to the Board of Directors of CarParts.com, Inc.

Dear Board of Directors of CarParts.com, Inc. (Nasdaq:PRTS), David Meniane Warren B. Phelps III Henry Maier Dr. Lisa Costa Nanxi Liu Jay...

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Mehran Nia letter to Board of Directors, August 21, 2024 Dear Members of the Board, David Meniane Warren B. Phelps III Henry Maier Dr. Lisa Costa Nanxi Liu Jay K. Greyson Jim Barnes Ana Dutra Shareholders, and Employees of CarParts.com Inc. (Nasdaq:PRTS), This letter follows up on my previous communications about the critical issues threatening CarParts.com's sustainability. It is intended to shed further light on the ongoing challenges that jeopardize the company's financial and operational health, emphasizing the necessity for decisive, urgent action. This communication reasserts the board's fiduciary duty to prioritize shareholders' interests over the interests of failing management. This management has destroyed shareholder value. I have repeatedly warned the board privately when the stock was as high as $15 per share all the way down to current levels. It is now under a dollar. If no action is taken, in my opinion bankruptcy is inevitable within the next couple of years at the current trajectory. Directors must remember that failure to act in the best interests of shareholders can lead to personal liability, as seen in the WorldCom case. This is not merely a theoretical risk; it becomes a reality when directors fail to address clear signs of financial and operational decline. The board must act decisively now to avoid the severe consequences that have befallen other companies in similar situations. Institutional investors, even those whose mandates typically avoid activism, must also recognize that this is an exceptional situation. Their duty to their own investors compels them to ask hard questions and demand accountability from the company's leadership Financial Discipline and Cash Burn I delayed this letter until after the release of the latest financial results, hoping for signs of recovery. Regrettably, they are nothing short of alarming. Management continues to tout fiscal discipline, yet the numbers tell a different story—a story of unchecked cash burn and financial mismanagement. In the latest quarter, cash reserves have plummeted to levels that should concern every stakeholder. The company burned through $12 million in a single quarter, and cash reserves have dropped by $45 million year over year. With operating expenses consistently outstripping gross margins (33.5% margins versus nearly 40% in expenses), it is clear that the current trajectory is unsustainable. The company is hurtling towards a liquidity crisis, yet management appears oblivious to the urgency of the situation. As we approach the fourth quarter, which historically requires significant inventory build-up, the cash needed to secure this inventory is dwindling. How does management plan to navigate this critical period? With inventory levels down year over year, where exactly is the cash going? The disconnect between the claimed improvements and the stark financial reality is confusing and unacceptable. Furthermore, management's guidance for $600 million in sales is entirely divorced from the current trajectory. Year-to-date sales are down 11.9%, with the latest quarter alone showing an 18% decline. The idea that this trend will reverse in the second half of the year is not just unrealistic—it’s delusional. Where is the evidence that the situation is improving? If Q3 and Q4 are historically weaker quarters, what credible plan exists to avoid restating guidance? Inability to Execute The Do-It-For-Me (DIFM) initiative was once hailed as a transformative game-changer. Yet, more than two years later, it has delivered nothing but empty promises. This initiative has been quietly shelved without explanation, despite its touted potential. The latest earnings call didn’t even mention its status. This is symptomatic of a broader issue—management's inability to execute on its own strategies. There is a glaring disconnect between the responsibility management claims to uphold and the accountability they continue to evade for failures, delays, and poor decision-making within their control. A Pattern of Exaggeration and Omission The management team has developed a troubling pattern of exaggerating successes while omitting or downplaying failures. Take the launch of the mobile app, which was positioned as a major strategic development. We were told that it would drive down marketing costs and boost e-commerce revenue. Yet, where is the evidence of this success? There is no functional difference between the mobile app and the traditional website. Management boasts of 250,000 non-paid organic downloads, but what does this really mean? Are these downloads truly organic, or is this just another case of smoke and mirrors? More importantly, if the app is truly a success, why are overall sales down 18%? Where is the detailed analysis of how the app is contributing to the bottom line? Is it merely shifting existing customers from the mobile website to the app without adding new revenue? This kind of superficial marketing spin only deepens the distrust between management and shareholders. The podcast, promoted as a key community tool, used paid views to feign success. This can easily be seen from their YouTube channel. The recent brand campaign is another example. Described as the company’s "first ever comprehensive campaign," it is supposed to be a game-changer. But what makes this campaign any different from those launched previously? Where is the evidence that it is attracting the more profitable customers management claims to be targeting? So far, there is none. Instead, we see a company struggling in its attempts to redefine itself while its core business erodes. Russell Index Ejection and Stock Price Collapse The ejection of CarParts.com from the Russell Index at the end of Q2 is perhaps the most glaring indictment of management's failure. This company was once celebrated for its inclusion in the Russell Index, a milestone that brought significant investor interest and validation. Now, the company has been removed, directly due to the implosion of the stock's market value. This is not just a setback—it is a disaster. Management has remained silent on these monumental failures, preferring instead to bury bad news rather than take accountability. Legal and Compliance Failures Most shockingly, the company has utterly failed to uphold its own stated standards of quality and compliance. Despite repeated assurances that all products sold by CarParts.com are DOT certified, it has now come to light that the company itself has been selling non-DOT approved, inferior quality lights. These products were quietly listed on the company’s eBay store, possibly in an attempt to avoid scrutiny. Evidence of these eBay listings lives on with these “MH” branded products. The hypocrisy is staggering—while publicly blaming competitors for selling unsafe, non-DOT approved products, CarParts.com was engaged in the very same practice. This is not merely a breach of trust—this could expose the company to significant liabilities. Those responsible for these unacceptable actions, which directly contradict the company’s commitment to being a trusted and recognizable brand, must be held accountable and terminated with cause immediately. Adoption of Poison Pill: A Brazen Power Grab at Shareholders' Expense I have requested a waiver to purchase more than 4.99% of the company’s stock to demonstrate my commitment to CarParts.com, but the Board denied it, not to protect tax attributes, but to prevent any challenge to the current management. This move clearly prioritizes their own positions over shareholder value, a direct violation of their fiduciary duties. By blocking my ability to invest and potentially raise the share price, the Board is keeping the company in a state of decline, sending a strong message that CarParts.com is closed off to those who seek accountability and change. This strategy is not only unjustifiable but actively harmful to the company and its shareholders. The Board must start fulfilling its true purpose: to protect shareholder interests and allow the company to recover. If they continue to fail in these duties, they must be held accountable for their reckless and self-serving actions. Commitment to Invest and Drive Change In light of the company's critical financial situation, I am reaffirming my proposal to purchase a 15-20% stake in CarParts.com, similar to my actions in 2013 when the company was facing a similar crisis. This substantial injection of capital is not just an investment—it's a lifeline to stabilize the balance sheet and restore confidence in the company's future. While some may view this move as potentially dilutive, it is a necessary measure to protect and preserve any remaining shareholder value. My intention is to align my interests directly with those of all shareholders—I seek no special treatment, no warrants, no preferred shares. My commitment is straightforward and transparent: I am fully vested in the success of CarParts.com. Along with this investment, I will introduce a new management team with a proven history of successfully turning around struggling companies. The current leadership has been given ample time and opportunity to correct course, yet they have consistently failed to deliver. It is clear that fresh, capable leadership is essential to navigating the challenges ahead and driving the company toward sustainable growth. Conclusion The livelihoods of CarParts.com’s hardworking employees, who have devoted so much to this company, are now at serious risk. These employees—who have poured their time, energy, and passion into building CarParts.com—deserve far better than to see their efforts undone by ineffective leadership. I refuse to stand idly by while their futures—and the company’s proud legacy—are jeopardized. My commitment to CarParts.com runs deep; I am passionate about the company’s well-being and the well-being of every individual who contributes to its success. These employees have been the backbone of CarParts.com, and it is their dedication that inspires my determination to secure a stable and prosperous future for the company. CarParts.com is at a crossroads, and the board must act decisively to steer the company back on course. As a former CEO and co-founder, I have not only built this company but have also returned to help rescue it from the brink on multiple occasions. I am fully prepared to be part of the solution once more, but meaningful change will only come if the board is willing to make the difficult decisions that the current situation demands. The time for half-measures and empty promises is over. The employees and shareholders of CarParts.com deserve a company that is run with integrity, transparency, and a genuine commitment to sustainable growth. The choice before you is stark: continue down the current path towards irrelevance and failure, or take bold, decisive action to reclaim this company’s future. I stand ready to lead this turnaround—will you join me in saving CarParts.com? Sincerely, Mehran Nia Co-Founder and Former CEO, CarParts.com, Inc. (Nasdaq:PRTS) Source: https://www.sec.gov/Archives/edgar/data/1378950/000121465924016231/r96240dfan14a.htm

Mehran Nia letter to the Board of Directors of CarParts.com, Inc.

Mehran Nia letter to Board of Directors, August 21, 2024 Dear Members of the Board, David Meniane Warren B. Phelps III Henry Maier Dr....

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Mehran Nia letter to Board of Directors, April 15, 2024 CarParts.com Co-founder Advocates for Board Intervention to Halt Business Decline and Restore Profitability (PRTS) Monday, 15 April 2024 04:40 PM LOS ANGELES, CA / ACCESSWIRE / April 15, 2024 / Dear Board of Directors of CarParts.com, As the co-founder and former CEO of CarParts.com, Inc. (PRTS), it is my responsibility to shed light on the alarming state of our business in order to take corrective actions before further damage is done. I am writing this letter in good faith and in hopes that the board can grasp the magnitude of our current debacle. Our plummeting share price is just the tip of the iceberg. The real crisis lies beneath: shrinking margins, spiraling costs, and a talent exodus that speaks volumes of the internal decay. After my tenure as co-founder and CEO, I have had to return to the company in various capacities to rescue the business. Most recently, I rejoined the board in 2018 to help the company restructure and put a new management team in place to assist with the turn around. As a result, I joined the new management team in 2019. We successfully implemented a turnaround strategy from 2019-2021 that resulted in significant returns for shareholders. The strength of CarParts.com lies in the health of its private label business. This is the foundation the company was built upon. As you recall, there are several critical areas of the business we previously addressed and corrected from 2019 to 2021. Each of these areas is now in free fall. I left the board and management team in 2021 because I no longer believed in the direction the company was headed. Since leaving, I have continued to share my concerns privately to both the management and to the board, but to no avail. The company's formula for success has gone off course and it appears that management is desperately seeking solutions after stubbornly refusing to adhere to my advice. As a result, our 2019 to 2021 turnaround wins have been squandered. Talent Exodus Our LinkedIn feed has turned into a daily exit log of talent, many instrumental in the 2019 turnaround. The management's so-called "incredible culture" seems to be a farce in light of this exodus of talent. Those bold enough to challenge the status quo are systematically expelled, eroding our core strengths. I do not believe that the current leadership is capable of attracting the talent this business has lost. Without these critical experts, every aspect of the organization is at risk, and our quarterly results are showing the effects. The lack of prior C-Level experience in the automotive e-commerce industry is a contributing factor to the current challenges. Two years in, their failure is not just apparent, but rather absolute and irrefutable. Shift to Low Margin Drop Ship The current situation we find ourselves in is all too familiar, evidenced by a transition to a low-margin, branded dropship strategy that is depleting our cash reserves, eroding our market position, and merely implemented to mask the collapse of the private label business as indicated on the Q4 2023 earnings call. This strategy shift, showing a lack of financial oversight and a disconnect from our historical strengths, indicates the current leadership's fundamental misunderstanding of our business model. Gross margins that were improved are now dreadfully heading below their starting points with management recently guiding to a 30-32% gross margin. Despite claiming to abandon a 'growth at all costs' strategy, management's actions reveal a contrary reality, using low margin branded business to prop up growth, a strategy we fought so hard to rid from the business in 2019! In a November 2022 LinkedIn post, Mr. Meniane stated, "the company does not subscribe to the "growth at all costs" mantra that became popular among e-commerce companies in recent years. In the present environment, he anticipates the "laser-focus on positive unit economics to be rewarded by the market." I wish this narrative was true and we would not be in this situation today. In fact, on the recent earnings call, Mr. Meniane doubled down on the low margin drop ship business and stated that he feels it is the right approach. Unfortunately, even if the management wants to fix the private label business, it would be extremely challenging after losing our most experienced subject matter experts. I am also interested in understanding the company's definition of "financial discipline" in light of the Q4 2023 income statement. While leadership has emphasized profitability in all transactions, the financials seem to suggest otherwise. Our ongoing narrative of 'price deflation' has led to skepticism among our industry peers. While we point to weakening consumer demand, our competitors celebrate a thriving automotive aftermarket, showcasing a stark contrast in market outlook. Private Label Business Our private label business, a vital source of high-margin revenue, is on the decline. This decline is not due to external macroeconomic conditions, as suggested on the earnings call, but in my opinion, the result of internal mismanagement of the private label business. It is evident that management is at a loss about what to fix, hence their focus on unfruitful, random projects as indicated on the earnings call and company announcements. Given the complexity of our business, our survival hinges on solutions crafted from automotive expertise and institutional knowledge. Technology During the 2019-2021 turnaround, substantial investments were made to improve the performance and user experience ofCarParts.com, particularly through enhancements to the progressive web app, which played a key role in getting the business back to growth. However, during the Q4 2023 earnings call, Mr. Meniane stated "during 2023, we prioritized our resources to focus on removing some roadblocks in our tech stack, which prevented us from completing the rollout of some of the new capabilities we have slated for the year, but we expect to start accelerating progress this year." This issue serves as a critical warning sign. I previously cautioned the board and management team about the potential consequences of losing key talent responsible for developing these platforms. CarParts.com has shifted from being a technology-first company to one struggling with execution of technology initiatives. Proprietary Catalog Data & Platform Since its inception in 1995, CarParts.com has dedicated over two million man-hours to developing a sophisticated e-commerce catalog for its private label business. However, the catalog's quality and accuracy are now at risk due to a strategic shift towards the low margin drop-ship model, compounded by the loss of key subject matter experts who deeply understood our catalog systems. The ability of the current management to maintain, enhance and/or replace these proprietary systems has been significantly weakened by the departure of these critical experts, driven away by a toxic work environment. As mentioned, recent earnings calls have brought to light roadblocks and delays in our technology stack, illustrating the problematic execution of technology projects. These issues have escalated operational risks and are now critically endangering the reliability and quality of our catalog data, threatening the viability of our high-margin private label business. Site Consolidation In 2020, we successfully completed the consolidation of 17 websites into CarParts.com, significantly boosting our traffic and streamlining our web presence. This strategic move led to a remarkable increase in traffic, with CarParts.com receiving over100 million annual visits. However, in a baffling act of self-sabotage, we have reversed this consolidation by removing there direct from JCWhitney.com to CarParts.com. This has turned JCWhitney.com into merely a brochure site, causing us to lose traffic and authority that was previously directed to our main revenue engine, CarParts.com. Additionally, management has been focused on large-scale, failing technology initiatives like "Get It Installed/DIFM" overlooking the proven strategies that have successfully driven traffic and conversion rates in the past. This misdirection is severely detrimental to our business. According to Similarweb, in March 2024, visitors to CarParts.com declined by nearly 14 percent year over year while a good majority of our direct competitors are increasing year over year in visitors. This suggests either worsening site performance and/or a decline in organic revenue - both of which are reasons for concern. Leadership Concerns I have expressed serious concerns regarding the current leadership, particularly noting lack of e-commerce and automotive expertise. Two years into this leadership after being handed a winning strategy, the outcome has been very disappointing, with over 75% of shareholder value having evaporated since then. Leadership is skilled at delivering the right words with conviction, yet their actions often reflect a different story. Interestingly, this kind of discrepancy is thoroughly explored in a book by our esteemed board member, Ana Dutra, titled "Lessons In Leadership: Detoxing the Workplace" (2016). The book provides an in-depth look at the characteristics of toxic leadership within organizations. My willingness to return to CarParts.com hinges on the current state of the business, particularly our cash reserves. These resources are crucial for implementing the turnaround plan and restoring the private label business. I am confident that with a swift and decisive approach, we can reverse the negative trends. However, if the company's situation deteriorates significantly, especially impacting our financial flexibility, it may limit the effectiveness of any turnaround efforts. I am available to discuss my proposed solutions in more detail and share my vision for the company's future. As I conclude, my thoughts turn to the more than 1,500 dedicated employees of CarParts.com. Your commitment and enthusiasm are what make this company great. Since founding this company in 1995, we have always valued each member of our team. Despite the challenges we've faced, your hard work has carried us through and will continue to be the key to our success. Thank you for everything; your spirit and resilience are our greatest assets. Sincerely, Mehran Nia Co-Founder and Former CEO, CarParts.com, Inc (PRTS) https://www.linkedin.com/in/mehran-nia/ Contact : niamehran@gmail.com, (310) 704-9111 Source: https://www.sec.gov/Archives/edgar/data/1378950/000121465924016231/r96240dfan14a.htm

Mehran Nia letter to the Board of Directors of CarParts.com, Inc.

Mehran Nia letter to Board of Directors, April 15, 2024 CarParts.com Co-founder Advocates for Board Intervention to Halt Business Decline...

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Sends Letter to Shareholders Reiterating Why Voting for Both Politan’s “Highly Credible and Capable” Nominees Is Essential in Order to Safeguard Shareholder Value and Realize Masimo’s Potential Highlights Key Facts Brought to Light During Discovery Process and Remains Confident That Masimo’s Frivolous Legal Claims and Efforts to Reject Politan’s Nomination Notice Will Be Defeated Dear Fellow Masimo Shareholders, Politan owns 9% of Masimo – an approximately $600 million investment that makes us one of the Company’s largest shareholders. For more than two years, we have been working to bring genuine independence and oversight to Masimo’s boardroom so the Company can realize its vast potential for shareholders, employees and patients. We previously laid out the detailed case in our June 26 letter and investor presentation for why a majority of independent directors are urgently needed at Masimo in order to halt the pattern of broken governance, underperformance and entrenchment that has been allowed to continually recur over the past decade. The developments that have transpired since then have reinforced beyond any doubt that this change at Masimo is needed now. This can only be achieved by electing both of our unquestionably independent and ideally qualified nominees – Darlene Solomon, former Chief Technology Officer of Agilent, and Bill Jellison, former Chief Financial Officer of Stryker – to Masimo’s Board of Directors. In July, only nine days before shareholders were scheduled to vote at Masimo’s Annual Meeting, Joe Kiani and the Board delayed the AGM by two months – resulting in a meeting date inconsistent with Delaware law and in violation of the Company’s own bylaws. This maneuver to deny shareholders a timely election came immediately after both proxy advisory firms strongly supported Politan and our nominees. In its “lopsided” report in support of Politan’s nominees, Institutional Shareholder Services, Inc. (ISS) stated:i · “Moreover, like last year, Kiani and his cohort have adopted defensive rhetoric that reflects disregard for shareholders. In summary, they have continued their established pattern of presenting arguments that they apparently think will resonate with the investor base, but that crumble under basic scrutiny.” · “…[S]hareholders have no reason to believe that management can be trusted to structure a pivotal transaction (to separate Masimo’s consumer business) on their behalf without the safeguard of further board independence. Thus, change is not only warranted on the basis of fundamental corporate governance failings, but is absolutely necessary to ensure that the separation does not compromise shareholder value.” · “[Masimo] has a corporate governance track record that is firmly among the most troubling of any modern public company.” · “…Kiani has demonstrated that he has no regard for public shareholders. He has been at the center of so many corporate governance scandals and abuses that no credible argument exists to the contrary.” Similarly, in an analysis described as “scathing” in its criticism of Masimo and which offered full support for Politan’s nominees, Glass, Lewis & Co. wrote:ii · “…[T]here remains a wealth of evidence to suggest operational and strategic execution, shareholder value and fundamentally sound corporate governance continue to take a back seat to the espoused preferences of Mr. Kiani, who continues to run roughshod over a largely self-selected board seemingly disinterested in basic accountability and effective oversight.” · “…[W]e ultimately find both Mr. Jellison and Dr. Solomon to be highly credible and capable candidates bringing appropriate industry expertise, potentially critical M&A/IP knowledge and reasonable public board experience (including relevant committee service). We believe there is suitable cause to conclude these nominees will act independently and that neither candidate is beholden to the interests of Politan or Quentin Koffey.” Concurrent with delaying the Annual Meeting, Masimo filed a meritless lawsuit against Politan in California federal court seeking to block our nominations. Over the past month, we have been working to clear this final obstacle and demonstrate that the suit is frivolous. Notably, information that has come to light during the discovery process has served to both confirm and heighten many of the concerns we have previously raised, as well as reveal the extent to which Masimo and Mr. Kiani consistently have made serious claims for which there is no factual support. Key examples include: Discovery has shown Masimo’s central accusation is false, based on “quadruple hearsay, ”iii and their “witnesses” do not even exist: The Company initially alleged – including in press releases and communication with the media – that Mr. Koffey was conspiring with the Wolf Haldenstein law firm to assist in litigation against Masimo. During the course of discovery, it has been revealed that there was no credible evidence to support this charge. In fact, Masimo and its affiliates made this defamatory claim even though the Company, its lawyers, the opposition research/PR firm they retained and the private investigator they hired, did not know the identity of the confidential witnesses who were the basis for the accusation. That is because these witnesses do not exist. The Company is now seeking to paint Politan’s use of standard “expert network” firms, like AlphaSights, for investment due diligence as a nefarious act – an equally desperate claim that once again lacks any factual basis. Definitive evidence exists regarding Mr. Kiani’s role in RTW’s empty voting scheme: Masimo has denied any knowledge of the plan carried out by Mr. Kiani’s friends at RTW to manipulate the outcome of the election by voting shares in which RTW had no economic interest. Notably, Glass Lewis wrote in its report that if additional evidence emerged demonstrating Masimo was aware, it would be a “highly inappropriate manipulation of the shareholder franchise and a severe indictment of Masimo's credibility and corporate governance.” The discovery process revealed multiple texts and calls, as well as communications on encrypted applications like WhatsApp, between Mr. Kiani and the executives at RTW in charge of voting the firm’s Masimo position. The communications show Mr. Kiani and his advisors not only knew about RTW artificially inflating its vote totals to ~10% through empty voting, but also knew how much this would lower the corresponding level of votable shares for the investor RTW borrowed stock from – who would not have been aware of RTW’s intentions. Most concerningly, it appears based on recent vote reports that RTW and Masimo are pursuing this empty voting strategy again in advance of the September 19 meeting in connection with the new record date. We anticipate that Masimo will continue to mislead shareholders by denying knowledge of the empty voting scheme and misrepresenting communications by Politan’s advisors discussing how quickly we moved to alert the Board after becoming aware of the scheme. Any denial by Mr. Kiani and his advisors ignores the clear documentary evidence. Politan is taking the appropriate next steps with the Delaware Chancery Court and with regulators. The Board’s claim that Mr. Kiani’s desired separation is good for shareholders has now been thoroughly refuted by a blue-chip, independent financial advisor: The highly respected investment bank Centerview Partners was hired to advise the Special Committee tasked with evaluating a separation of Masimo’s consumer business. In a declaration submitted in support of Politan’s brief, Centerview states that it advised the directors on the committee that the separation of IP proposed by Mr. Kiani would create a “negative valuation overhang,” and that if a separation were to proceed on such terms, it would “decrease value for Masimo shareholders.” The Board’s threats of disruption are not credible: Last week, Masimo made its latest claim that if the Company loses the shareholder vote, Mr. Kiani would leave and the result would be significant disruption to the business – most notably in the form of departing employees. In truth, Mr. Kiani does not run the day-to-day healthcare business, was already planning to transition out of the CEO role, and Politan has laid out a detailed plan that would minimize any disruption. Further, it became evident during discovery that Masimo’s sweeping claims of employee support for Mr. Kiani are inaccurate, given that following a May Town Hall with engineering staff, the head of engineering communicated that the meeting did not “resonate well with people” and that the engineering employees “have lost trust in what [Kiani] says.” Masimo’s shifting narratives are crumbling: This campaign is not a matter of “he said, she said.” Instead, as more information surfaces through the legal process and more third-party experts lend their voices to help assess the practices in Masimo’s boardroom, it has been made clear that the “defensive rhetoric” Mr. Kiani and his team rely on is hollow. For example, in an affidavit David Larcker, one of the foremost corporate governance experts in the country, corroborates that Mr. Koffey and Ms. Brennan were denied basic information necessary for sitting directors to perform their duties, including that Masimo never fulfilled these directors’ most basic requests to see an actual budget. Further, discovery has confirmed the lack of independent oversight on Masimo’s Board, with directors simply not informed of material risks such as SEC and DOJ investigations into the Company’s conduct. It is unfortunate that Masimo’s shareholders have had to deal with Masimo’s delays and attempts to block a fair vote from occurring. It appears there is no limit to what Mr. Kiani will have Masimo say, do or spend to preserve his absolute control. These challenges have only further underscored the urgent need for change in Masimo’s boardroom. At the same time, it has also become clearer that the chance to fix these oversight issues is why the opportunity for value creation is so immense. With true independence and accountability in the boardroom, Masimo can be refocused as a growth business targeting 8-10% revenue growth and 35+% EBIT margins (while targeting R&D spending levels above Mr. Kiani’s own projections), and in the process unlock $10+ billion of shareholder value over time. Currently, a hearing on the California litigation is set for September 9. While we expect to prevail there, we are sure that no matter what the judge’s ruling, you will hear Masimo spin it into some attack on Politan. We encourage you to continue to ignore these distractions and focus on the opportunity at Masimo. In the meantime, we will continue to keep you updated between now and the Annual Meeting. Sincerely, Quentin Koffey Politan Capital Management Biographies of Politan’s Nominees Dr. Darlene Solomon is a scientist by training who recently completed a 39-year career at Agilent Technologies, Inc. At Agilent, she served in numerous leadership roles – including as Chief Technology Officer and Senior Vice President under three successive CEOs – and helped define the company’s technology strategy and R&D priorities. As part of Agilent’s corporate transformation toward becoming a market-leading life sciences and diagnostics company, Darlene helped oversee three different separations of Agilent, Avago and Keysight. As a result, she brings critical expertise that would inform the appropriate division of Masimo’s IP in a separation of its Consumer Business, as well as the understanding of how best to lead and retain technical talent while executing forward-looking business growth. Darlene is an independent director on the boards of Materion Corporation (NYSE: MTRN), where she is a past member of the Audit and Risk Committee and currently on the Compensation Committee and the Nominating, Governance, and Corporate Responsibility Committee, and of Novanta, Inc. (Nasdaq: NOVT), where she is a member of the Compensation Committee. Darlene is also a member of the National Academy of Engineering and serves on multiple academic and government advisory boards focused on science, technology, and innovation. Darlene holds a BS from Stanford University and a Ph.D. from MIT. William “Bill” Jellison is a veteran medical technology executive and finance expert with decades of relevant experience, including as the former Chief Financial Officer of Stryker Corporation. Bill would bring extensive medical technology and financial oversight expertise. He would also be a natural fit to chair the Masimo Board’s Audit Committee, which has not been chaired by a director with any audit committee or even public company board experience in nearly five years. Bill presided over billions of dollars of M&A transactions during his tenure as Chief Financial Officer and would bring significant experience to the evaluation of a separation transaction at Masimo. While at Stryker, Bill also oversaw all areas of international finance, including accounting, planning and analysis, SEC reporting, acquisition valuations, internal audit, tax and treasury activity. Prior to this, Bill spent 15 years at Dentsply International in a number of leadership positions, including Chief Financial Officer and as a Senior Vice President with full P&L responsibilities for some of Dentsply’s operating divisions in the U.S., Europe and Asia. Bill is an independent director on the boards of Avient Corporation (NYSE: AVNT) where he is chair of the Audit Committee and a member of the Environmental, Health and Safety Committee, and of Anika Therapeutics (Nasdaq: ANIK), where he serves on the Capital Allocation Committee. He holds a BA from Hope College in Holland, Michigan. Source: https://www.sec.gov/Archives/edgar/data/937556/000110465924097775/tm2423505d1_dfan14a.htm

Politan Provides Update on Why Masimo Shareholders Should Support Urgently Needed Board Change at Company’s 2024 AGM

Sends Letter to Shareholders Reiterating Why Voting for Both Politan’s “Highly Credible and Capable” Nominees Is Essential in Order to...

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Details the Need for Further Change at Bitfarms in Order to Fix Broken Governance and Enhance Value for All Shareholders Reduces Proposed Slate of New Directors From Three to Two in Light of Bitfarms’ Recent Moves in Response to Public Pressure from Riot Warns Bitfarms Not to Take Any Additional Actions to Entrench the Existing Board Prior to the October 29 Special Meeting Dear Fellow Bitfarms Shareholders, Riot currently owns approximately 19.9% of Bitfarms, making us Bitfarms’ largest shareholder. As we approach the October 29 special meeting of Bitfarms’ shareholders (the “Special Meeting”), we want to share our perspectives on the recent actions taken by Bitfarms, including changes to its Board of Directors (the “Bitfarms Board”) and the proposed acquisition of Stronghold Digital Mining, Inc. (“Stronghold”). We also want to provide an update on our campaign to bring urgently needed change to the Bitfarms Board. Further Board Change Is Needed Our focus remains on fixing Bitfarms’ broken governance to enhance value for all shareholders. In order to achieve this objective, additional fresh perspectives are required in Bitfarms’ boardroom. Since we initiated our campaign, two of Bitfarms’ three co-founders – Emiliano Grodzki and Nicolas Bonta – have resigned from the Bitfarms Board. Notably, Mr. Grodzki only resigned after shareholders voted not to re-elect him by a significant margin at Bitfarms’ May 31, 2024 annual and special meeting of shareholders. Bitfarms subsequently appointed Fanny Philip to replace Mr. Grodzki, appointed Ben Gagnon as Chief Executive Officer and a member of the Bitfarms Board to replace Mr. Bonta, and made other executive leadership changes. While these changes represent a step in the right direction, they have been reactive and insufficient to address Bitfarms’ broken governance. These actions followed Riot’s sustained public pressure and would not have occurred had Riot not challenged the entrenchment of the Bitfarms Board. The evidence is clear: Bitfarms needs additional truly independent directors with the experience and expertise to ensure that decisions about the Company’s strategy moving forward reflect what is best for all shareholders – not just what is best for legacy directors whose focus is maintaining their own positions. Consider the following examples of the Bitfarms Board’s defensive posture and prioritizing entrenchment over engagement: Bitfarms’ failed off-market poison pill: The unilateral adoption of a shareholder rights plan (the “Poison Pill”) with a 15% threshold ran counter to established legal and governance standards. This entrenching Poison Pill was rightfully invalidated and cease traded by the Ontario Capital Markets Tribunal in response to Riot’s application. Had Riot not acted, the Poison Pill would have prejudiced all Bitfarms’ shareholders and set a damaging precedent for the Canadian capital markets. The Bitfarms Board knew better but disregarded these concerns. A unilateral Board refresh: On June 27, 2024, Bitfarms announced the addition of Fanny Philip to the Bitfarms Board. Bitfarms chose to make this appointment without consulting Riot, its largest shareholder, even though the Bitfarms Board knew that we had proposed a slate of highly qualified director nominees and specifically asked that we be consulted before any board changes were made. The concerning Stronghold acquisition announcement: Shareholders should seriously question the timing of Bitfarms’ announcement of its agreement to acquire Stronghold, notwithstanding the pending Special Meeting, and the price that it was willing to pay. The US$175 million transaction (including US$50 million of assumed debt) represents a greater than 100% premium to Stronghold’s closing share price on the day prior to the announcement, which greatly exceeds the premiums of precedent all-stock transactions in which sellers participate in any potential upside. Moreover, while announced as a “highly accretive” transaction with “compelling economics,” shareholders have not yet been provided an estimate of capital expenditures that will be required to fund the development of Stronghold’s sites. These points are especially troubling given that Stronghold was effectively “for sale” for a significant period of time, with its strategic review process publicly announced earlier this year, and clearly no other participant in the sector was willing to pay such an inflated price. As Bitfarms’ largest shareholder, we are concerned that the Bitfarms Board did not enter into this transaction with the best interests of Bitfarms’ shareholders in mind. Based on the transaction terms, the Stronghold acquisition appears to be yet another action designed to entrench the Bitfarms Board. A continued lack of engagement with Riot: We have still seen no change in posture from the Bitfarms Board regarding its willingness to work constructively with Riot to consider beneficial changes to the Bitfarms Board and/or a mutually beneficial combination that could maximize value for all Bitfarms shareholders. The Path Forward – Electing Riot’s Nominees Previously, we announced that we would nominate three independent and highly qualified nominees for election to the Bitfarms Board at the Special Meeting. With the resignations of Messrs. Bonta and Grodzki, our campaign to fix Bitfarms’ broken governance has already resulted in progress towards addressing the founder-led culture that we believe has been harmful to the Bitfarms Board. As a result, we will be reducing our proposed slate of new directors from three to two – Amy Freedman and John Delaney (the “Nominees”). Both Nominees are fully independent of Riot and Bitfarms and will bring much needed public company board experience, corporate governance oversight, transaction experience and business expertise to the Bitfarms Board. We will be running the Nominees to replace two Bitfarms directors: co-founder Andres Finkielsztain and Fanny Philip. In particular, Mr. Finkielsztain, as one of the three co-founders, bears responsibility for, among other things, Bitfarms’ botched CEO succession process that led to it having five CEOs in five years. Bitfarms Needs to Halt its Defensive Tactics and Let Shareholders Be Heard With the Special Meeting less than two months away, we sincerely hope that Bitfarms will allow its shareholders to have their say, and will not seek to take any steps that adversely affect investors or that are intended to gain an unfair advantage in the director election. Specifically, the Bitfarms Board should not enter into any financing transaction prior to the completion of the Special Meeting. Riot is deeply concerned that any transaction the current Bitfarms Board will pursue will be punitively dilutive to all Bitfarms’ shareholders when there are other more attractive financing options available. If the Bitfarms Board insists on taking any such action to further entrench itself at the expense of shareholders, Riot will not hesitate to hold the incumbent directors personally accountable. We look forward to mailing our solicitation materials and giving shareholders a chance to vote for our two Nominees in the near future. We are confident that, together, we can help ensure a Better Bitfarms moving forward. Yours sincerely, Benjamin Yi, Executive Chairman Jason Les, Chief Executive Officer Source: https://www.sec.gov/Archives/edgar/data/1167419/000110465924097450/tm2423341d1_ex1.htm

Riot Issues Open Letter to Fellow Bitfarms Shareholders Ahead of Upcoming Special Meeting

Details the Need for Further Change at Bitfarms in Order to Fix Broken Governance and Enhance Value for All Shareholders Reduces Proposed...

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Key Summary: On August 7, 2024, GAMCO sent a letter to the Chairman, stating it will vote “Against” the merger with Innovex Downhole...

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To: The Board of Directors of Procaps Group, S.A. (the “Board”) Procaps Group, S.A 9, rue De Bitbourg L-1273 Luxembourg Grand Duchy of Luxembourg (the “Company” or “Procaps”) September 3, 2024 Dear Sirs: Dear Board Members, Hoche Partners Pharma Holding S.A. (“Hoche”), has just read the Company’s press release dated as of September 3, 2024, and sadly realized that all our concerns made to the Board have become a reality. Several commercial and legal questions arise by reading the document: Why only inform the market on the H1 performance in September 2024? The Company has a track record of hiding or postponing negative news to the market. The Company’s performance only confirms what Hoche has said so many times to the Board: the Company and its minority shareholders are paying the price of terrible management and borderline unethical management practices by the previous management. Having high stocks in trade as of September 2024, coming from previous years, only reflects that prior management passed inventory to the distributors on purpose to increase sales and EBITDA shown to shareholders that was not a reflection of real sales. This is a totally unacceptable business practice and also highly problematic from an ethical point of view. Passing inventory to the trade that is not a reflection of real final demand for the Company’s products constitutes an “artificial increase of sales of the company” or, what is the same, showing an artificially higher EBITDA than the real one, impacting the valuation of the Company by market participants. This is a very serious legal and accounting problem. On top of the above, 4 months have passed, and neither the public, nor minority shareholders have any visibility about the scope, amounts involved, and results of the investigation. We only know that the auditors cannot give an opinion on the Company’s financials because they have lost trust in the previous management and the controlling shareholder, who still occupies positions on the Board. We don’t know the amounts involved and if there was fraud or not in the Company. For the benefit of the Company, we tried through the Luxembourg court to appoint an independent ad-hoc administrator to oversee the investigation. This would have helped to resolve the issue and re-establish trust. Unfortunately, you opposed this obvious trust-building move, much to the detriment of the Company and its shareholders. It seems that without the forced delay in bank payments, not consulted with the banks, the Company would be bankrupt. Finally, we have the right to ask what has been the value that the new CEO, designated by the controlling shareholder, and who seems to report only to them, has brought to the Company? We see that performance is now worse than the bad performance of previous years. Your letter seems to be a feeble and insincere attempt to gloss over the dire situation the Company continues to face. Sincerely, /s/Alejandro Weinstein By: Alejandro Weinstein, on behalf of Hoche Partners Pharma Holding S.A. Source: https://www.sec.gov/Archives/edgar/data/1863362/000101905624000274/ex99_17.htm

Alejandro Weinstein Sent Letter to the Board of Directors of Procaps Group, S.A.

To: The Board of Directors of Procaps Group, S.A. (the “Board”) Procaps Group, S.A 9, rue De Bitbourg L-1273 Luxembourg Grand Duchy of...

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Hoche Partners Criticizes Procaps (PROC) for Delayed Disclosures and Management Issues

Key Summary: On September 3, 2024, Hoche Partners criticized Procaps Group's press release for delaying disclosures, manipulating...

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Outerbridge Capital Acknowledges Operational Improvements and SECaaS Expansion at Allot Ltd. (ALLT)

Key Summary: Between 2021 and 2024, Outerbridge Capital and QVT Financial supported Allot’s growth, particularly in cybersecurity and...

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Riverstyx Capital Management Announces Intention to Nominate Three Board Candidates to Charles & Colvard, Ltd (CTHR)

Key Summary: On August 27, 2024, Riverstyx Capital Management (8.7%) notified the Company of its intention to nominate three Board...

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Value Base Urges Cognyte (CGNT) Shareholders to Vote for its Highly Qualified Director Candidate and Against Certain Company Proposals

Key Summary: On June 26,2024, Value Base Ltd (9.41%) proposed that the Company nominate Mr. Yaacobi, Managing Partner of Value Base Ltd,...

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