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GES Alert: Monsey Firm of Wohl & Fruchter Investigating Fairness of the Proposed Sale of Guess? to Authentic Brands Group
GlobeNewswire News Room· 2025-08-20 17:02
Core Viewpoint - The law firm Wohl & Fruchter LLP is investigating the fairness of the proposed sale of Guess?, Inc. to Authentic Brands Group for $16.75 per share, which is significantly lower than its 52-week high of $21.81, indicating a potentially opportunistic acquisition [1][4]. Group 1: Sale Details - Guess? has agreed to be sold for $16.75 per share in cash to Authentic Brands Group [4]. - The sale price is notably below Guess?'s 52-week high of $21.81 per share, raising concerns about the fairness of the transaction [1][4]. Group 2: Shareholder Concerns - Certain existing shareholders, including co-founders and the CEO, will roll over their shares into equity interests in the post-close entity, a benefit not extended to public stockholders [2][5]. - The sale was approved by a Special Committee of the Board, which may have conflicts of interest affecting its members [3][6]. Group 3: Investigation Focus - The investigation by Wohl & Fruchter LLP aims to determine if the Special Committee acted in the best interests of Guess? shareholders, including the independence of its members and the fairness of the sale price [7].
Allegiant Pilots Local 2118 Prepare for Vote of No Confidence in Management
Prnewswire· 2025-08-14 21:26
LAS VEGAS, Aug. 14, 2025 /PRNewswire/ -- The pilots of Allegiant Air (NASDAQ: ALGT), represented by the International Brotherhood of Teamsters Local 2118, announced today that they are preparing to hold a formal Vote of No Confidence in Allegiant's current management team and its Board of Directors. The decision comes after years of repeated failures, poor strategic decisions, and reckless spending by company leadership — actions that pilots say threaten the long-term health and stability of the airline, re ...
Bitcoin Depot (BTM) - 2025 Q2 - Earnings Call Transcript
2025-08-12 15:00
Financial Data and Key Metrics Changes - Revenue for Q2 2025 increased by 6% year over year to $172,100,000, with net income rising nearly threefold to $12,300,000 [5][12] - Gross profit increased by 32% year over year to $30,900,000, with gross margin improving to 17.9% from 14.3% [12][13] - Adjusted EBITDA rose by 46% to $18,500,000 compared to $12,700,000 in the same quarter last year [14] Business Line Data and Key Metrics Changes - Median transaction size increased by 30% year over year to $300, with total transaction volume reaching $172,100,000 [5][12] - The company ended Q2 with approximately 9,000 active kiosks and expects continued growth in kiosks for the remainder of the year [6][9] Market Data and Key Metrics Changes - The company has deployed over 200 kiosks in Australia, which ranks third worldwide in total Bitcoin ATMs [7][9] - The company is evaluating entry into at least two additional countries in 2025 [8] Company Strategy and Development Direction - The company is focused on international expansion and scaling its domestic footprint, with plans to deploy kiosks from a large inventory secured last year [8][9] - Strategic mergers and acquisitions are being considered to scale both domestically and internationally, with the recent acquisition of Telecoin enhancing the company's presence in the Gulf South [10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strength of the operating model and the success of the kiosk optimization strategy, expecting continued cash flow generation as fixed costs are covered [5][11] - The company anticipates Q3 revenues to grow in high single digits and adjusted EBITDA growth of 20% to 30% compared to the prior year quarter [19] Other Important Information - The company has made enhancements to corporate governance, including appointing a new Chief Compliance Officer and simplifying its corporate structure [10][11] - The company holds nearly $60,000,000 in combined cash and digital assets, positioning it well for future growth [11] Q&A Session Summary Question: Revenue per ATM trends and inventory status - Management noted that revenue per ATM is challenging to quantify due to the mix of new and aging kiosks, but improvements were seen in mature kiosks [21][22] - The current inventory stands at 1,700 kiosks [22][23] Question: Goals for kiosk count and gross profit outlook - Management does not have a specific goal for the number of kiosks but does not anticipate buying additional kiosks in 2025 [25] - Gross profit levels are expected to hold steady, with potential slight declines in percentage margins as the year progresses [26] Question: Assumptions for revenue and adjusted EBITDA outlook - Top line growth is driven by the number of kiosks in operation and their maturation, with expectations for high single-digit revenue growth [30] - Adjusted EBITDA growth is anticipated to outpace revenue growth due to improved cost structure [31] Question: International expansion and market entry criteria - Factors for entering new countries include Bitcoin adoption rates, existing ATM presence, and regulatory environments [34][35] Question: Kiosk deployment in Australia and balancing expansion - Over 200 kiosks have been deployed in Australia, with plans to evaluate additional deployments after assessing current machines' performance [39][40] Question: California kiosk situation and legislative efforts - The company has less than 200 kiosks remaining in California and is actively engaged in efforts to change legislation affecting operations [44][45] Question: Relocations and term loan payments - Relocations in Q2 were consistent with prior quarters, and management is evaluating additional accelerated payments on the term loan based on M&A opportunities [50][56]
Carronade Capital Urges Cannae Holdings to Answer Crucial Questions on Today's Earnings Call
GlobeNewswire News Room· 2025-08-11 17:00
DARIEN, Conn., Aug. 11, 2025 (GLOBE NEWSWIRE) -- Carronade Capital Management, LP on behalf of its managed entities (“Carronade Capital”, “our” or “we”), which beneficially own approximately 3.2 million shares of Common Stock of Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae” or the “Company”) and is one of the Company’s top shareholders, today posed important questions that it believes shareholders would like to see answered by Cannae’s executive team during its second quarter 2025 earnings call scheduled for ...
CORRECTION -- ISS Recommends Allied Gaming Stockholders Vote Knighted's Blue Proxy Card
GlobeNewswire News Room· 2025-07-27 19:29
Core Viewpoint - Knighted Pastures, LLC, which owns approximately 31.5% of Allied Gaming's shares, advocates for change in the company's board and recommends shareholders vote for their nominee, Roy Choi, at the upcoming annual meeting [1][2]. Group 1: Operational Performance and Governance - Allied Gaming has underperformed financially and operationally across various metrics, lacking a clear strategy and exhibiting poor corporate governance [2][4]. - The company's overall financial performance has been characterized by slow revenue growth and persistent losses since 2019, continuing into Q1 2025 [4]. - There are significant concerns regarding the independence of the board, particularly due to ties with the largest shareholder, Ourgame, which raises questions about governance and decision-making [3][6]. Group 2: Proxy Advisory Firm's Recommendations - Institutional Shareholder Services Inc. (ISS) has recommended that stockholders vote for the election of Knighted's Class B director candidate, Roy Choi, citing the need for boardroom change [1][4]. - ISS supports Knighted's critique of Allied Gaming's unfocused strategy and lack of transparency in capital allocation decisions, which have led to operational challenges and litigation risks [4][6]. Group 3: Strategic Vision - Knighted emphasizes the need to restore accountability in the boardroom and implement a coherent strategic vision to unlock Allied Gaming's untapped potential for sustainable growth [4][5]. - The company has faced challenges with operational performance and has not provided shareholders with sufficient information to evaluate its performance effectively [4].
SPAR Group, Inc. (SGRP) Group of Large Shareholders Demand the Directors Who Were Not Re-Elected to the Board of Directors at the 2024 Annual Meeting of Shareholders Held on June 12, 2025, Abide by the SGRP Bylaws
Newsfile· 2025-07-23 22:16
Core Points - A group of large shareholders of SPAR Group, Inc. is demanding that two directors, Linda Houston and John Bode, who were not re-elected at the 2024 Annual Shareholders' Meeting, comply with the company's Bylaws regarding their resignation [2][4] - The Bylaws state that a director must submit a written irrevocable letter of resignation prior to their election or re-election, which becomes effective if they fail to receive the required majority vote [2] - The voting results showed that Linda Houston received 8,041,083 votes for and 9,714,561 against, while John Bode received 8,023,093 votes for and 9,747,031 against, indicating their failure to be re-elected [3] Shareholder Actions - The shareholders, led by Robert G. Brown, have formally notified SPAR's legal counsel that Houston and Bode should have resigned immediately following the Shareholder Meeting on June 12, 2025 [3][5] - As of July 22, 2025, neither Houston nor Bode has resigned, prompting the shareholders to urge the Board to respect the voting outcomes and adhere to the Bylaws [4][5]
Eco Wave Power Boosts Board Strength with Election of Renowned Risk & Sustainability Expert Hilary Ackermann, Strengthening U.S. Strategy Ahead of Port of LA Project Official Opening
Newsfile· 2025-07-17 13:00
Core Viewpoint - Eco Wave Power Global AB has elected Hilary E. Ackermann to its Board of Directors, enhancing its leadership team as it prepares for the commercialization of wave energy solutions in the U.S. market [1][2][3] Group 1: Appointment of Hilary E. Ackermann - Hilary E. Ackermann, a recognized leader in energy sustainability and risk management, has transitioned from the Advisory Board to the formal Board of Directors [2] - Her appointment is strategically significant as it coincides with the upcoming official opening of Eco Wave Power's first U.S. wave energy project at the Port of Los Angeles [3] - Ackermann's extensive experience includes senior roles at Goldman Sachs and Swiss Bank Corporation, and she currently serves on the Board of Directors of Vistra Energy [4] Group 2: Company Strategy and Growth - The company aims to strengthen its global leadership team to accelerate commercialization, particularly in the United States [2] - Eco Wave Power is actively expanding its project pipeline, which includes upcoming projects in the Port of Los Angeles, Portugal, Taiwan, and India, contributing to a total capacity of 404.7 MW [8] - The company has received recognition and support from international organizations, including the European Union Regional Development Fund and the United Nations Global Climate Action Award [8]
Tesla's change in bylaws to limit shareholder lawsuits slammed by New York state officials
CNBC· 2025-07-16 18:33
Core Points - Tesla amended its corporate bylaws to require investors to own 3% of the stock, approximately worth $30 billion, to file a derivative lawsuit for breach of fiduciary duties [1] - New York State authorities are requesting Tesla to eliminate this bylaw entirely [1] - The New York State Common Retirement Fund, owning about 0.1% of Tesla's shares, submitted a formal proxy proposal against the bylaw [2] - Elon Musk's decision to move Tesla's incorporation from Delaware to Texas was perceived as a "bait-and-switch" tactic to gain shareholder approval [2] - This move followed a Delaware judge voiding Musk's $56 billion pay package, the largest in public company history [3] - Tesla claimed that stakeholders' rights would remain "substantially equivalent" under Delaware and Texas laws [3] - Texas changed its law to allow corporations to require 3% ownership for derivative suits, which Tesla's board then adopted [4][5] - The New York fund's letter criticized Tesla's actions as insulating directors from accountability and violating corporate governance principles [5][6] - The New York fund's overseers emphasized that derivative actions are essential for shareholders to enforce their rights [6]
Plantro Calls on Dye & Durham Board to Respond to Undisclosed Whistleblower Complaints of Serious Director Misconduct
GlobeNewswire News Room· 2025-07-14 13:11
Core Viewpoint - Plantro Ltd. has raised serious allegations against the Board of Dye & Durham, specifically targeting Chair Arnaud Adjler and Audit Chair Tracey Keates for misconduct related to financial misrepresentation and retaliation against the former CFO [1][2][4]. Group 1: Allegations of Misconduct - The Board of Dye & Durham has received multiple whistleblower complaints, with the latest alleging misconduct by Arnaud Adjler and Tracey Keates [2]. - The allegations include attempts by the Board members to force the former CFO to misrepresent the Company's Q3 FY2025 financial statements through aggressive accounting practices, which would violate International Financial Reporting Standards (IFRS) [6]. - The former CFO raised concerns about failures in internal controls and governance practices, including the disclosure of confidential information to third parties [6]. Group 2: Calls for Action - Plantro has called for the immediate resignation of the implicated directors to protect the integrity and shareholder value of Dye & Durham [1][2]. - The Board is urged to reinstate the recently deposed independent chairman, Hans T. Gieskes, to ensure stable and independent leadership [2]. - Plantro encourages other shareholders who value good governance to express their concerns to the Board [4]. Group 3: Shareholder Information - Plantro beneficially owns approximately 11% of Dye & Durham, representing 7,374,510 common shares [10]. - Martha Vallance, a concerned shareholder, holds 38,600 common shares and options for an additional 425,433 shares, potentially increasing her ownership to approximately 0.69% [10].
SHAREHOLDER NOTICE: Kaskela Law LLC Announces Shareholder Investigation of National HealthCare Corporation (NYSE: NHC) and Encourages Long-Term NHC Investors to Contact the Firm
Prnewswire· 2025-07-10 12:00
Core Viewpoint - Kaskela Law LLC is investigating National HealthCare Corporation (NHC) due to a significant decline in its stock price, which has dropped nearly 20% since November 2024 [1][2]. Group 1: Stock Performance - NHC's common stock has decreased from over $135.00 per share to below $110.00 per share, representing a decline of nearly 20% in value [1]. Group 2: Legal Investigation - The investigation aims to determine if NHC and its officers and directors violated securities laws or breached fiduciary duties related to recent corporate actions [2]. - Shareholders of NHC are encouraged to contact Kaskela Law LLC for more information regarding their legal rights and options [2].