The hedge fund has industrialised shareholder activism https://t.co/AeRWOYy3Sv ...

Core Viewpoint - DOMA Perpetual Capital Management is nominating three candidates for the Board of Pacira BioSciences, citing the company's significant stock price decline and management's failure to meet performance expectations as reasons for the need for change [1][2]. Group 1: Stock Performance and Management Critique - Pacira's stock has decreased by 56% over the last decade and 68% over the last five years, with a 30% drop under CEO Frank Lee's leadership [1]. - The company has consistently missed earnings expectations and lowered guidance, reflecting a lack of profitability over the last two years [1]. - DOMA asserts that the current Board has failed in its oversight responsibilities, leading to a lack of trust from the market [1]. Group 2: Nominees and Their Qualifications - DOMA has nominated Christopher Dennis, Oliver Benton Curtis, and Eric de Armas for the Board, emphasizing their extensive experience in strategic capital allocation, risk management, and healthcare [1]. - Eric de Armas has over two decades of experience in finance, while Oliver Benton Curtis is a former federal prosecutor with expertise in regulatory enforcement [1]. - Christopher Dennis brings over 25 years of leadership experience in behavioral health and substance use disorders [1]. Group 3: Financial Concerns and Strategic Recommendations - DOMA highlights that management compensation has increased significantly, currently approaching 7% of the firm's market capitalization, despite poor performance [1]. - The Board has approved unnecessary expenditures, including relocating the company's headquarters without clear justification [1]. - DOMA believes that the company should engage bankers to explore a sale, arguing that a larger firm could better market its non-opioid pain medication, EXPAREL [1].

Core Viewpoint - EHS Investments criticizes TrueBlue's Board of Directors for inadequate changes and failure to address operational and financial challenges, emphasizing the urgent need for meaningful board change to prevent further shareholder value destruction [1] Financial Performance - TrueBlue's fourth quarter results show missed targets, deteriorating gross profits, and negative EBITDA, indicating significant financial strain [1] - The company forecasts a gross profit decline of approximately 9% year-over-year for Q1 2026, despite the American Staffing Association's Staffing Index showing growth [1] Shareholder Concerns - TrueBlue's stock price fell 24% following the latest earnings release, reaching near all-time lows, highlighting investor dissatisfaction with management's performance [1] - EHS Investments has faced refusal from TrueBlue's Board to engage in constructive discussions regarding necessary changes, prompting calls for immediate action [1] Director Nomination - EHS plans to present a strategic value-creation plan developed by its highly qualified director nominees to fellow shareholders in the coming weeks [1] - EHS intends to file a preliminary proxy statement to solicit votes for its slate of director nominees at TrueBlue's 2026 annual meeting [1]

Core Viewpoint - Billionaire hedge fund manager David Tepper has criticized Whirlpool Corporation for "destroying shareholder value" and is demanding significant changes in its strategy and capital allocation [1] Group 1: Shareholder Actions - Tepper's Appaloosa Management has publicly confronted Whirlpool's board, highlighting dissatisfaction with the company's leadership and recent recapitalization efforts [1] - In the third quarter of the previous year, Appaloosa sold 8 million shares of Intel Corp and used part of the proceeds to acquire 5.2 million shares of Whirlpool, indicating a strategic shift in investment focus [2] Group 2: Financial Performance - Whirlpool's stock is currently down 10.87% year-to-date and 36.83% over the past 52 weeks, reflecting a negative trend across all timeframes [4] - The company has a market capitalization of $3.87 billion and offers a forward annual dividend of $3.60 per share, yielding 4.33% [3] - Recent financial results showed adjusted EPS of $1.10, missing the $1.54 estimate by 28.57%, and revenue of $4.10 billion, which was below the expected $4.26 billion, marking a 3.7% miss [8] Group 3: Cost Pressures and Profitability - Whirlpool faced significant cost pressures in 2025, absorbing approximately $300 million in tariff costs, as pricing in the appliance category lagged behind rising input costs [9] - Despite the revenue shortfall, Whirlpool reported adjusted EBITDA of $335 million, exceeding the expected $269.3 million, resulting in an 8.2% margin and a 24.4% beat on that metric [10] - The operating margin improved to 5.9%, a significant increase from -3.3% in the same quarter of the previous year, indicating better operational efficiency [10] Group 4: Valuation Metrics - Whirlpool's valuation metrics show a price-to-sales ratio of 0.29x and a forward earnings multiple of 10.55x, both significantly lower than sector medians of 0.95x and 16.11x, indicating a clear discount compared to peers [7]

Core Viewpoint - Biglari Capital is calling for the immediate resignation of Jack in the Box Chairman David Goebel, citing overwhelming rejection by stockholders and a failure in corporate governance [1] Group 1: Shareholder Sentiment - Preliminary voting results indicate a divide between active fund managers and retail stockholders who seek accountability and institutional investors like ISS, BlackRock, Vanguard, and State Street who supported Goebel [1] - Active fund managers and retail stockholders voted against Goebel due to the significant destruction of stockholder value, while major index funds defended the status quo [1] Group 2: Financial Impact - Jack in the Box spent approximately $5 million on the proxy contest to defend Goebel's reelection for one additional year, rather than focusing on the company's future [1] - Stockholders have lost about 80% of their investment, equating to roughly $1.8 billion in stockholder value during Goebel's tenure [1] - Goebel received around $1.55 million in director compensation over the last five years while overseeing this value destruction [1] Group 3: Governance Issues - The support from ISS and major index funds for Goebel is viewed as a failure of governance, raising concerns about their indifference to the impact of their decisions on investors [1] - The situation at Jack in the Box exemplifies poor corporate governance, including catastrophic acquisitions and persistent operational underperformance [1] Group 4: Legal Considerations - Biglari Capital reserves the right to pursue legal remedies due to false and misleading statements made by Jack in the Box in its proxy materials [1] Group 5: Conclusion - Goebel's performance is deemed embarrassing, and there is a strong sentiment that he should have resigned long ago instead of attempting to maintain his position through political maneuvering [1]

Core Viewpoint - Chip Wilson, the founder of lululemon athletica inc., is advocating for significant changes within the company, citing a disconnect between the creative aspects of the brand and the Board's strategic oversight, which has led to a substantial decline in stock value and shareholder frustration [1][2]. Group 1: Shareholder Concerns - The stock has lost nearly half of its value over the past five years, resulting in a loss of approximately $20 billion for lululemon shareholders [1]. - There is significant frustration with the Board, as multiple directors have lost the support of over 20% of shareholders [1]. - The company is facing a crisis in hiring a permanent CEO due to a failed succession planning process [1]. Group 2: Board Engagement and Proposals - Chip Wilson has attempted constructive dialogues with the Board but has received inadequate responses, including a weak engagement with a proposed framework for resolution [1][2]. - The Board has only offered a phased approach to director refreshment and a non-disparagement agreement, which Wilson views as prioritizing their reputations over shareholder interests [1]. - Wilson proposed the creation of a Brand Product Committee to enhance oversight and was disappointed by the Board's rejection of this idea [1]. Group 3: Independent Director Candidates - Wilson has nominated three independent director candidates: Eric Hirshberg, Laura Gentile, and Marc Maurer, who have strong backgrounds in creative and marketing leadership [2]. - Hirshberg previously led Activision Publishing, where stock rose 500% during his tenure [2]. - Gentile was the former CMO of ESPN, recognized for achieving record viewership and engagement [2]. - Maurer co-led On Holding AG, where he significantly increased revenue and brand presence [2]. Group 4: Expectations for the Board - Shareholders expect the Board to act with urgency and clarity, including providing details on retiring directors and the timeline for adding new candidates [2]. - Immediate declassification of the Board is also anticipated by shareholders [2]. - Wilson emphasizes the need for the Board to prioritize shareholder interests and engage in meaningful change to restore lululemon's brand strength and long-term value [2].

Core Viewpoint - Biglari Capital, the largest shareholder of Jack in the Box, is urging shareholders to vote against the re-election of Chairman David Goebel due to his poor performance and governance issues, supported by recommendations from proxy advisory firms Glass Lewis and Egan-Jones, while ISS supports the status quo despite acknowledging failures [1][2][3] Group 1: Proxy Advisory Firm Recommendations - Glass Lewis recommends shareholders vote AGAINST David Goebel, citing "material performance and governance concerns" and a lack of accountability from the board [1][2] - Egan-Jones also recommends voting AGAINST Goebel and other directors, emphasizing the need for urgent board refreshment to support the company's turnaround plan [1][3] - Both advisory firms highlight the board's long-standing underperformance and ineffective oversight, contrasting sharply with ISS's support for the current leadership [1][2] Group 2: Performance Metrics and Governance Issues - Under Goebel's leadership, Jack in the Box has experienced a total shareholder return (TSR) of -68.6%, significantly underperforming peers and the S&P 600 Restaurants Index [2][3] - The company has faced catastrophic value destruction, with shareholders losing approximately $1.8 billion, or 80% of the company's value, over the past five years [3] - The failed acquisition of Del Taco, which resulted in a loss of over $400 million, is cited as a significant governance failure during Goebel's tenure [2][3] Group 3: Calls for Change - Biglari Capital argues that there is no credible plan for change from Goebel, questioning what he could do differently in the next year after 17 years of poor performance [3] - The board's failure to engage with shareholders and its reactive approach to governance changes are seen as signs of entrenchment rather than effective leadership [2][3] - The company has experienced chronic leadership instability, with three CEOs and eight CFOs in the last five years, reflecting a failure in fundamental governance duties [3]

Core Insights - The second LA CorpGov Forum is scheduled for September 18, 2026, at The Huntington Library in San Marino, California, featuring panels, networking, and a reception [1] - The forum aims to attract institutional investors and corporate executives, with registration currently open [1] Event Details - The forum will commence at 2:30 PM and include an afternoon of discussions followed by a networking reception at 5:00 PM [1] - The event will be digitized into a report published on CorpGov and its content partners, including Yahoo Finance, Bloomberg Terminals, Reuters via LSEG Workspace, and AlphaSense [4] Previous Forum Highlights - The inaugural LA CorpGov Forum took place on September 4, 2025, in Los Angeles, featuring over a hundred institutional investors and corporate executives [5] - Key topics discussed at the 2025 forum included IPOs, shareholder activism, media and entertainment, governance in Los Angeles, sports business, private boards, and international business [5][6]

Core Viewpoint - Fivespan Partners, a newly established investment firm, is taking a significant interest in Appian, aiming to enhance the company's operations, strategy, and governance while potentially seeking board representation to add value [1][4]. Group 1: Fivespan Partners Overview - Fivespan Partners, founded in October 2023, holds a 7.91% stake in Appian with an average cost of $29.73 per share [1]. - The firm is characterized by its collaborative and amicable approach to activism, preferring to work behind the scenes but willing to engage in proxy fights if necessary [1]. - Fivespan aims to maintain a portfolio of six to eight investments, averaging between $100 million to $300 million per investment, and plans to hold these investments for three to five years [1]. Group 2: Appian's Business Model and Market Position - Appian provides critical business process and management software solutions, primarily to legacy businesses with outdated technology, resulting in high customer retention rates of approximately 99% [3]. - The company operates in a market estimated to be worth $90 billion, with only about 10% penetration, allowing for consistent mid-teens revenue growth [3]. - Despite its strong fundamentals, Appian's shares are trading at a significant discount, approximately 50% lower than similar companies, at roughly 2 times sales and 3 times gross profit [3]. Group 3: Challenges Facing Appian - Appian's stock has declined by 89% over the past five years, attributed to market misconceptions regarding its exposure to artificial intelligence risks, which are not applicable to its backend process automation [4][5]. - The company has historically focused on top-line growth at the expense of profitability, resulting in low free cash flow margins compared to peers [7]. - Appian's capital allocation has been criticized, and with Fivespan's involvement, there is potential for improved management of cash flow to maximize shareholder value [8]. Group 4: Potential for Improvement - Fivespan's involvement could lead to better communication of Appian's value proposition to the market, addressing misconceptions and enhancing investor relations [6]. - As margins improve, driven by a focus on profitability alongside revenue growth, Appian is expected to transition into a cash-generating entity, necessitating disciplined capital allocation [7][8]. - Appian is on the verge of receiving at least $500 million from a corporate espionage lawsuit against Pega, which could significantly impact its market cap and financial health [8]. Group 5: Activism Strategy - Fivespan's approach to activism is expected to be "activist-lite," focusing on collaboration and strategic advice rather than aggressive tactics, with an emphasis on gaining board representation to influence capital allocation decisions [9]. - The addition of a minority shareholder representative on the board could provide valuable insights and resources for Appian, particularly in making crucial financial decisions [9].

Company Overview - CoStar Group provides online real estate marketplaces, information, and analytics in both commercial and residential property markets, operating through segments such as CoStar Portfolio, Information Services Portfolio, Multifamily Portfolio, LoopNet Portfolio, and Other Marketplaces Portfolio [1] - Approximately 95% of the company's revenue comes from its core commercial real estate (CRE) franchises, including CoStar Suite and Apartments.com, which benefit from high barriers to entry and strong pricing power [4] Recent Developments - Third Point, an activist hedge fund, has called for significant changes at CoStar, including replacing a majority of the board and aligning management compensation with total shareholder return [3][8] - The firm plans to nominate a new slate of directors following the expiration of standstill restrictions [3] Financial Performance - CoStar has invested around $5 billion in its residential real estate (RRE) segment, Homes.com, which generated only $60 million in revenue for 2024 and is projected to generate $80 million in 2025 [5] - The RRE business has negatively impacted the company's overall performance, with shares underperforming the S&P 500 by over 45 percentage points since a previous agreement [7] Governance Issues - Despite governance changes, including the addition of new directors, management has continued to pursue unsuccessful RRE initiatives, leading to disappointing financial results [6] - CEO Andrew Florance received approximately $37 million in total compensation in 2024, despite the company's poor performance, raising concerns about accountability [8] Strategic Outlook - Third Point believes that the CRE business has significant untapped pricing power and potential for revenue growth, projecting EBITDA margins above 50% in the medium term [9] - The company’s under-levered balance sheet allows for share repurchases, further enhancing shareholder value creation opportunities [9]