Shareholder rights plan
Search documents
PetMeds Extends Existing Shareholder Rights Plan
Globenewswire· 2025-11-26 21:05
Core Viewpoint - PetMed Express, Inc. has extended its shareholder rights plan for one year, reflecting the Board's belief that the company's shares do not currently represent its inherent value or long-term growth potential [1][2]. Summary by Sections Shareholder Rights Plan - The Board of Directors has unanimously approved an amendment to extend the expiration date of the Rights Plan from December 2, 2025, to December 2, 2026, with all other terms remaining unchanged [1][4]. - The Rights Plan aims to protect shareholders during a time of significant stock accumulation by certain shareholders, ensuring fair treatment and preventing control acquisition without appropriate compensation [2][3]. Company Background - PetMed Express, Inc. is a pioneer in the direct-to-consumer pet healthcare sector, offering a wide range of pet health solutions through its brands, including PetCareRx [5]. - The company is licensed across all 50 states and focuses on providing value, convenience, and care to pet owners [5].
Scripps adopts limited-duration shareholder rights plan
Globenewswire· 2025-11-26 14:02
Core Viewpoint - The E.W. Scripps Company has adopted a limited-duration shareholder rights plan in response to an unsolicited acquisition proposal, aimed at ensuring all shareholders receive full value and protecting them from coercive tactics [1][2]. Summary by Sections Adoption of Rights Plan - The rights plan is effective immediately and will expire one year from its adoption date, specifically on November 26, 2026 [4]. - The plan allows Scripps to issue rights to shareholders, which will not be immediately exercisable but will be attached to the Class A common shares and common voting shares [3][4]. Purpose and Mechanism - The rights plan is designed to protect shareholders by allowing the board time to evaluate the acquisition proposal and explore other strategic alternatives [2][3]. - If an acquiring person gains beneficial ownership of 10% or more of the Class A common shares, existing shareholders can purchase additional shares at a 50% discount to the market price [4]. Grandfathering Clause - Existing ownership percentages of any person or group owning 10% or more of the Class A common shares prior to the rights plan announcement will be grandfathered, but any increase beyond 0.10% after the announcement will trigger the rights [5]. Company Overview - The E.W. Scripps Company is a diversified media entity, operating over 60 local TV stations across more than 40 markets in the U.S. and providing quality local journalism [6].
Genco Shipping & Trading Limited Adopts Amendment to Limited Duration Shareholder Rights Plan to Protect the Best Interests of Shareholders
Globenewswire· 2025-11-10 21:53
Core Viewpoint - Genco Shipping & Trading Limited has amended its shareholder rights plan to adjust the definition of "Acquiring Person" and the beneficial ownership threshold, aiming to protect the interests of all shareholders amid competitive stock accumulation [1][2][3]. Summary by Sections Amendment Details - The Amendment changes the beneficial ownership threshold for triggering the Rights Plan to 10%, or 15% for any 13G Investor, and excludes a Grandfathered Shareholder who owns nearly 15% of the Common Stock [2]. Board's Rationale - The Board believes the Amendment is in the best interests of the Company and its shareholders, particularly due to the rapid accumulation of stock by a competitor, which could lead to a transfer of control [3]. Rights Agreement Purpose - The Rights Agreement aims to ensure that all shareholders can realize the long-term value of their investments and to prevent any entity from gaining control without offering a control premium to all shareholders [4]. Future Considerations - The Rights Plan, as amended, will remain effective, and any future extensions or renewals will require a shareholder vote [5]. Company Overview - Genco Shipping & Trading Limited is a U.S.-based drybulk shipowner focused on global commodity transportation, operating a fleet of 43 vessels with an average age of 12.8 years and a total capacity of approximately 4,629,000 deadweight tons (dwt) [7].
Immersion Board Adopts Temporary Shareholder Rights Plan to Protect Long-Term Interests of All Shareholders
Businesswire· 2025-11-10 14:00
Core Viewpoint - Immersion Corporation has adopted a temporary shareholder rights plan to protect the interests of all shareholders and reduce the likelihood of any person or group gaining control without proper compensation [1][7]. Summary by Sections Shareholder Rights Plan - The Rights Plan will be triggered if any person or group acquires beneficial ownership of more than 9.99% of Immersion's outstanding common stock and will remain effective until October 31, 2026 [1]. Board's Response to Shareholder Communication - The Board approved the Rights Plan after receiving a letter from shareholder Scott A. Larson, which was deemed to contain inaccuracies and misunderstandings about Immersion's business model [2][3]. Company Performance and Financials - Immersion has achieved strong profitability and revenue from intellectual property settlements, while improving general and administrative efficiency and reducing legal costs [4]. - The Board expressed frustration with the current share price, which does not reflect the company's underlying performance and financial strength, partly due to an ongoing investigation at Barnes & Noble Education [5]. Management and Shareholder Alignment - The management team and directors hold a significant ownership position and have historically made substantial open market purchases, aligning their interests with those of shareholders [6]. Commitment to Shareholder Value - The Board and management are committed to maximizing long-term shareholder value and maintaining stability during the ongoing BNED process, with the Rights Plan serving as a safeguard for strategic execution [7].
Monro, Inc. Announces Approval of Limited-Duration Shareholder Rights Plan
Businesswire· 2025-11-10 12:45
Core Viewpoint - Monro, Inc. has approved a limited duration shareholder rights plan in response to significant ownership accumulation by Icahn Enterprises, totaling nearly 17% of the company [1] Summary by Relevant Sections Company Actions - The Board of Directors of Monro, Inc. unanimously voted to implement a shareholder rights plan with a one-year duration, set to expire on November 6, 2026 [1] Ownership Changes - The rights plan was specifically approved due to the rapid accumulation of beneficial ownership by Icahn Enterprises, which now holds almost 17% of Monro, Inc. [1]
GOLD ROYALTY ADOPTS SHAREHOLDER RIGHTS PLAN
Prnewswire· 2025-11-06 02:55
Core Viewpoint - Gold Royalty Corp. has adopted a shareholder rights plan to protect and maximize shareholder value in the event of unsolicited takeover bids or attempts to acquire control of the company [2][3]. Summary by Sections Shareholder Rights Plan - The plan was adopted to ensure equal and fair treatment of all shareholders during unsolicited takeover attempts [2]. - It is not a response to any specific takeover bid, and the company is not aware of any pending proposals [2]. Rights Issuance - One right will be issued for each outstanding common share on the record date of November 17, 2025, and will attach to each new common share issued thereafter [3]. - Rights become exercisable if a person acquires 15% or more of the outstanding shares without complying with the plan's provisions, allowing holders to purchase additional shares at a discount [3]. - A higher threshold of 20% applies to entities not party to any standstill or similar arrangement with the company [3]. Plan Duration and Ratification - The plan has an initial term of three years, contingent upon ratification by shareholders within twelve months [4]. - If not ratified, the plan and any rights issued will terminate [4]. Company Overview - Gold Royalty Corp. focuses on providing financing solutions in the metals and mining industry, aiming to build a diversified portfolio of precious metals royalty and streaming interests [6]. - The company's portfolio primarily consists of net smelter return royalties on gold properties located in the Americas [6].
Currency Exchange International Announces Adoption of Shareholder Rights Plan
Globenewswire· 2025-10-27 11:00
Core Viewpoint - Currency Exchange International, Corp. has adopted a new shareholder rights plan to protect shareholders in the event of unsolicited takeover bids, ensuring fair treatment and allowing the Board time to explore alternatives [2][6]. Summary by Sections Shareholder Rights Plan - The Rights Plan was unanimously approved by the Board and is effective as of October 27, 2025, with one right attached to each common share outstanding as of the Effective Date [1][3]. - The Rights become exercisable if an Acquiring Person obtains 20% or more of the outstanding common shares without complying with the "Permitted Bid" provisions [3][4]. Purpose and Governance - The Rights Plan aims to ensure fair treatment of all shareholders during unsolicited takeover bids and to prevent potential acquirers from entering into lock-up agreements with existing shareholders [2][4]. - The adoption of the Rights Plan is not in response to any current takeover proposals, and the Board is not aware of any pending bids [2]. Permitted Bid Definition - A "Permitted Bid" must be made to all shareholders, remain open for 105 days, and require more than 50% of independent shareholders to tender their shares [5]. Ratification and Compliance - The Rights Plan is subject to shareholder ratification within six months of its adoption, and it must also be accepted by the Toronto Stock Exchange [6].
Vera Bradley Extends Existing Shareholder Rights Plan
Globenewswire· 2025-10-10 20:05
Core Points - The Company announced a one-year extension of its shareholder rights plan, moving the expiration date from October 11, 2025, to October 11, 2026 [1][2] - The Board aims to protect shareholders' interests and ensure they can realize the long-term value of their investments [2][3] - The extension is a response to the ongoing risk of control being gained by an entity or group through stock accumulation or other tactics [3] Company Overview - Vera Bradley, Inc. is a leading designer of women's handbags, luggage, and other travel items, as well as fashion and home accessories [5] - The Company operates through two reportable segments: Vera Bradley Direct (VB Direct) and Vera Bradley Indirect (VB Indirect) [6] - VB Direct includes sales through full-line and outlet stores, websites, and annual outlet sales, while VB Indirect consists of sales to specialty retail locations and other channels [6]
Genco Shipping & Trading Limited Adopts Limited Duration Shareholder Rights Plan to Protect the Best Interests of Shareholders
Globenewswire· 2025-10-01 11:30
Core Points - Genco Shipping & Trading Limited has adopted a limited duration shareholder rights plan effective immediately, expiring on September 30, 2026 [1][2] - The Rights Plan aims to protect shareholder interests by preventing any entity from gaining control or significant influence without offering an appropriate control premium [2][3] - Each shareholder will receive one right for each share of common stock outstanding as of October 13, 2025, with rights becoming exercisable if an entity acquires 15% or more of the common stock without Board approval [3][4] Rights Plan Details - The Rights Plan allows holders to purchase shares at a market value of twice the exercise price if a significant acquisition occurs [4] - The Board may redeem or exchange the rights before the expiration date, and any extension or renewal will require shareholder approval [5] - Further details will be provided in a Current Report on Form 8-K filed with the SEC [6] Company Overview - Genco Shipping & Trading Limited is a U.S.-based drybulk shipowner focused on global transportation of commodities, including iron ore, coal, and grain [8] - The company operates a fleet of 43 vessels with an average age of 12.7 years and a total capacity of approximately 4,628,000 deadweight tons (dwt) [8]