| Shareholder Activism

Insignia Systems announces cooperation agreement with Air T

  • BASICS

M.Cap: $19.5mm (as on May 18, 2018)

Insignia Systems, Inc. is a developer and marketer of in-store products, programs and services that help consumer goods manufacturers and retail partners drive sales at the point of purchase.

Activist Profile

Nicholas Swenson / AO Partners / Groveland Capital

Biglari Capital Corp

Cable Car Capital

  • 13D & OTHER ACTIVIST FILINGS : SUMMARY

WRANGLE BETWEEN NICK SWENSON, CEO of AIR T, INC. AND SARDAR BIGLARI

In 2012, Nicholas Swenson joined Air T, Inc. as a Director pursuant to a settlement agreement. Subsequently he became CEO of the company in 2013. Through his investment fund, Groveland Capital, in November 2014, he launched a proxy contest at Biglari Holdings.  But he lost the proxy battle.

 SUMMARY

  • On November 8, 2014, the company entered into a standstill agreement with Air T, Inc. Pursuant to the Standstill Agreement, the company increased the size of the Board from six to seven and elected one candidate of Air T, Inc. to the Board and in December 2014, the company increased the size of the Board from seven to eight and elected another candidate of Air T, Inc. to the Board. Source
  • On December 22, 2014, Biglari Capital Corp. disclosed 18.8% and demanded that the company distribute its surplus cash to its shareholders through a one-time special dividend. It suggested pursuing sale of the company. Source
  • On October 27, 2015, Biglari Capital Corp. requested for two Board seats.
  • On December 5, 2015, the company entered into a standstill agreement with Biglari Capital Corp. (19.9%) and pursuant to it, the company agreed to add two candidates of Biglari Capital to the board. On the same day Air T, Inc. entered into a new standstill agreement with the company and Biglari Capital Corp. and pursuant to it, Air T Group and the Biglari Group agreed to vote all shares in favor of all of the Board’s Director nominees at the 2016 Annual Meeting of shareholders.
  • On August 4, 2016, Mr. Swenson, CEO of the company, sent a letter to the company recommending that the Board return value to shareholders either through share repurchase or dividend declaration.
  • On February 16, 2017, Mr. Swenson, CEO of Air T, who was appointed to the Board in November 2014, resigned from the Board and stated his concerns with the structure of the current Board. Source
  • On March 1, 2017, Sardar Biglari and Philip L. Cooley of Biglari Capital Corp. resigned as Directors of the company. Source
  • On March 13, 2017, Cable Car Capital disclosed 6.3% and stated that it had previously expressed concerns regarding Insignia Systems’ corporate governance to current and former Board members. It stated that it expected to engage in discussions with Insignia Systems’ management and Board to propose or consider, among other things, potential business combinations and strategic alternatives. It added that it intended to recommend one or more individuals whom Insignia Systems may consider nominating to the Board. Source
  • On January 18, 2018, Cable Car Capital decreased its stake to 8.5% from 9.1% on June 30, 2017.
  • On January 18, 2018, Biglari Capital Corp reduced its stake to 1%.
  • On March 23, 2018, Air T, Inc. (31.5%) delivered a letter to the Board requesting a Board seat and the removal of two incumbent Directors from the Board. It stated that in exchange for Board representation, it would agree to support slate of Directors for at least the next two Annual Meetings.
  • On May 17, 2018, the company entered into a Cooperation Agreement with Nick Swenson, Air T, Inc., and Groveland Capital, LLC. Pursuant to the agreement, the company increased the size of the Board to six and agreed to add two new Directors.

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