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]

Core Insights - FTI Consulting has expanded its transactions, shareholder activism, and issues management capabilities with the appointments of Dan Scorpio and Heather Wilson as Senior Managing Directors in the Strategic Communications segment [1][2] Group 1: Appointments and Expertise - Dan Scorpio brings over a decade of experience in leading high-profile M&A and reputational engagements for Fortune 500 companies and private equity, advising on M&A transactions and shareholder activism defense [2][3] - Heather Wilson has deep expertise in transactions and crisis management, having worked with various organizations including IBM and HP, and will enhance FTI's presence on the West Coast [4][5] Group 2: Strategic Importance - The addition of Scorpio and Wilson is seen as a significant milestone for FTI's transaction and event-driven communications, aimed at helping clients navigate complex stakeholder risks [2][6] - FTI Consulting's integrated transaction communications offering is designed to support clients in achieving deal success by addressing investor support, political risk, and integration challenges [6] Group 3: Company Overview - FTI Consulting is a leading global expert firm with over 8,100 employees in 32 countries, generating $3.70 billion in revenues during fiscal year 2024 [8]

Core Insights - The discussion focused on the current Canadian proxy space and the increase in take-private transactions [1] Group 1: Jon Feldman's Expertise - Jon Feldman is a partner at Goodmans LLP, leading the business law group with a focus on corporate and securities law, particularly in mergers and acquisitions (M&A) [1][2] - Feldman has significant experience in shareholder activism, representing both dissident shareholders and boards in high-profile proxy contests [2] - He has been recognized as a leading lawyer in various publications for his expertise in M&A and corporate governance [3] Group 2: Goodmans LLP Overview - Goodmans LLP is recognized as one of Canada's leading law firms specializing in M&A, capital markets, securities, finance, and private equity [4] - The firm serves a diverse clientele, including business leaders and investors, providing tailored legal solutions for complex issues [5]

Core Viewpoint - Elliott Investment Management has taken a position in Barrick Mining and is advocating for the separation of North American assets from its higher-risk operations in Asia and Africa, which the Barrick board is now exploring [3][9][10]. Company Overview - Barrick Mining, formerly Barrick Gold Corporation, is a global mining company primarily focused on gold and copper production, with operations in various countries including Argentina, Canada, and the Democratic Republic of Congo [1][4]. - The company operates 14 gold mines and three copper mines, with significant assets in North America, particularly the Nevada Gold Mines joint venture with Newmont [4]. Recent Performance - Barrick's stock has more than doubled in the past six months, yet it trades at a price to net asset value ratio of 0.9, which is below its North American peers [5]. - The price of gold has increased by over 70%, contributing to Barrick's stock appreciation of more than 100% [10]. Management Changes - The abrupt departure of Barrick's CEO in September led to the appointment of Mark Hill as interim CEO, creating opportunities for activist investors like Elliott to influence the selection of a new CEO [6][7]. - The interim CEO status allows for the exploration of strategic alternatives, including the potential breakup of the company [8]. Strategic Considerations - Separating North American operations from higher-risk regions could help close the valuation gap between Barrick and its peers, such as Agnico Eagle, which trades at approximately 1.5 times its net asset value [9][10]. - Management has indicated that applying a peer-like multiple to Barrick's North American assets could unlock up to 49% of unrealized value [10]. Activist Investor Dynamics - Elliott Investment Management is known for its thorough due diligence and has likely held a position in Barrick for several months, benefiting from the recent stock appreciation [2][12]. - The presence of Elliott is expected to influence the board's decisions regarding the new CEO and the potential breakup of the company [11].

Core Viewpoint - EHS Investments expresses significant concern over TrueBlue's ongoing operational and financial deterioration, emphasizing the need for meaningful change at the Board level to enhance shareholder value [2][11]. Group 1: Operational and Financial Performance - TrueBlue's operational performance continues to decline, with the share price nearing all-time lows, necessitating a change in the Board [2][10]. - The Q3 earnings report indicates a return to organic revenue growth after twelve consecutive quarters of decline, but the growth is misleading due to cost pass-through accounting from renewable energy projects [6][7]. - TrueBlue's core PeopleReady branch performance is declining, and PeopleSolutions has experienced an -11% organic year-over-year revenue decline [7]. - The company has burned -$17 million in free cash flow for the quarter and -$40 million year-to-date, limiting its ability to repurchase shares [8]. Group 2: Board and Governance Issues - EHS Investments plans to nominate highly qualified director candidates to the Board at the 2026 Annual Meeting, aiming to improve governance and oversight [3][12]. - The Board has shown a lack of substantive engagement and has previously declined acquisition offers, resulting in a significant decline in stock price from approximately $12.30 per share to around $5 per share [10][11]. - Allegations in a recent lawsuit suggest a serious lapse in management and Board oversight, particularly regarding the misallocation of capital in the Jobstack initiative [9]. Group 3: Strategic Focus Areas - EHS nominees will focus on three core pillars: staffing excellence, digital transformation, and disciplined capital allocation, all aimed at maximizing shareholder value [3][14]. - A strategic reassessment of the business is planned, including evaluating potential strategic alternatives and opportunities for simplification [14].

Core Viewpoint - The upcoming 2025 Annual Meeting of Shareholders for Lifeway Foods, Inc. is a critical juncture for the company, with a focus on replacing entrenched board members to enhance governance and shareholder value [3][4]. Group 1: Proxy Statement and Board Changes - Edward Smolyansky has filed a Preliminary Proxy Statement with the SEC to facilitate a comprehensive board change aimed at addressing governance failures and value destruction at Lifeway Foods [1]. - The proxy statement seeks to replace legacy directors responsible for the previous board's lack of accountability and proposes two director nominees, George Sent and Edward Smolyansky, along with a non-binding proposal for a new independent Board committee [2][6]. - The proposed committee would review Lifeway's executive leadership, strategic plan, and alternatives, emphasizing the need for independent oversight [2]. Group 2: Shareholder Engagement and Governance Issues - Smolyansky emphasizes the need for an independent and accountable board, criticizing the current board's dysfunction and failure to serve shareholders effectively [3][4]. - The company has not yet disclosed the appointment of two new Independent Board Members or a definitive date for the 2025 Annual Meeting, raising concerns about governance practices [3]. - Smolyansky urges shareholders to vote for the GREEN Universal Proxy Card to support meaningful change and restore confidence in the company's governance [4].

Core Viewpoint - The majority of retail investors at Cracker Barrel Old Country Store, Inc. expressed their disapproval of CEO Julie Felss-Masino, indicating a lack of confidence in her leadership and calling for her removal [1]. Group 1: Shareholder Sentiment - Retail shareholders overwhelmingly voted against the reelection of CEO Julie Felss-Masino, reflecting their dissatisfaction with her performance and the company's direction [1]. - Biglari Capital argues that the current CEO has not been effective, leading to negative customer traffic, which is expected to continue unless there is a leadership change [1]. Group 2: Index Fund Voting Dynamics - The voting behavior of index funds diverged from that of retail investors, as index funds often delegate voting power to governance departments, which may not align with the economic interests of their clients [1]. - There is a call for index funds to align their voting practices with the interests of non-passive investors, ensuring that the question of leadership effectiveness is adequately addressed [1]. Group 3: Recommendations from Proxy Advisory Firms - Independent proxy advisory firms, including ISS, Glass Lewis, and Egan-Jones, have concluded that a change in leadership is warranted at Cracker Barrel and have recommended voting against the company's nominees [4].