Key Summary: On December 22, 2023, Focused Compounding Fund demanded a special shareholder meeting, proposing five changes to the company's governance. These changes included reverting certain bylaws, removing board members, and electing new ones. Despite Focused Compounding's efforts, some proposals failed to pass due to specific voting requirements at the February 26, 2024, Special Meeting of Stockholders. On March 1, 2024, Focused Compounding Fund filed complaint against company's directors. At the AGM held on June 6, 2024, Focused Compounding nominees, Geoff Gannon, Andrew Kuhn, Jacob McDonough and Ralph Molina, were elected to the Board of Directors of the Company.Market Cap: $31 million | Parks! America, Inc., through its subsidiaries, engages in acquiring, developing, and operating local and regional theme parks and attractions in the United States.
Focused Compounding Fund
On January 28, 2020, Focused Compounding Fund disclosed 17.01% and sent a letter to the Board seeking discussions with the management, Board and representatives of the company.
On December 22, 2023, Focused Compounding (38.5%) demanded a special shareholder meeting from the Company. The meeting will address five proposals: (i) Repealing certain provisions of the Bylaws to restore them to their 2012 form if amended before the proxy solicitation is complete, (ii) Removing all seven members of the Board as per Section 4.9(a) of the Bylaws, (iii) Amending Section 4.7 of the Bylaws regarding vacancies on the Board, (iv) Electing new Board members, Andrew Kuhn, Geoff Gannon, and James Ford, and (v) Authorizing Focused Compounding Fund to adjourn the meeting if needed for the proposed changes. Source
On January 4, 2024, Focused Compounding filed proxy materials seeking support for its nominees.
On January 18, 2024, Focused Compounding sent a letter to the Board insisting on holding a special election, criticizing the Board's legal maneuvers and reliance on Nevada law to maintain their positions. It accused the Board of avoiding direct shareholder communication and instead using legal strategies to remain in power. The letter emphasized the importance of democratic engagement and challenged the Board to run a genuine campaign to win over shareholders. It criticized the Board's lack of honor and integrity, questioning their reliance on technicalities rather than shareholder interests.
On January 26, 2024, Focused Compounding filed proxy materials seeking support for its proposals.
On January 29, 2024, Focused Compounding announced the nomination of Jacob McDonough to their board slate for the company. Source
On February 26, 2024, the company announced that both independent proxy advisory firms, ISS and Glass Lewis each recommended that shareholders vote “AGAINST” all Focused Compounding Fund, LP proposals at the Special Meeting of Stockholders. Source
On February 26, 2024, Parks! America, Inc. held a Special Meeting of Stockholders to vote on proposals by Focused Compounding Fund, LP. Shareholders considered five proposals, including repealing certain bylaws, removing specific board members, amending other bylaws, and electing new board members. While some proposals received majority approval, others failed to pass due to specific voting requirements.
On February 28, 2024, Focused Compounding proposed to buy the company's Common Shares at a discounted price to support the company's capital needs. However, Focused Compounding expressed doubts about the necessity for additional capital based on the company's financial disclosures. Concerned about dilution of its voting power, Focused Compounding filed a complaint against the company and its directors on March 1, 2024. The court granted a temporary restraining order on March 4, 2024, preventing the company from issuing stock without consulting Focused Compounding, amending certain bylaws related to shareholder voting, or changing the date of the Annual Meeting, until a hearing on March 15, 2024, to decide on a preliminary injunction. Source
On April 2, 2024, Focused Compounding Fund, L.P. issued an open letter to the Board expressing concerns about the then-CEO Lisa Brady's lack of operational skills and remote management approach. They advocated for the appointment of experienced on-site operators to run the parks. Focused Compounding urged stockholders to vote for their nominated director candidates at the annual meeting to initiate change within the company.
On April 16, 2024, Focused Compounding filed proxy materials seeking support for its nominees.
On April 30, 2024, Focused Compounding filed proxy materials seeking support for its nominees.
On May 8, 2024, Focused Compounding filed a contested proxy statement and proxy card for the election of its director nominees. They publicized their operating plan, focusing on returning capital to shareholders, improving investor relations, dividing capital allocation and operational responsibilities, and enhancing employee incentivization.
On May 22, 2024, Focused Compounding (38.44%) issued a letter to shareholders urging votes at the Annual Meeting. They criticized the company's "poison pill" policy and proposed returning capital through stock buybacks or special dividends to provide liquidity for shareholders, contrasting it with the current board's resistance.
At the AGM held on June 6, 2024, Focused Compounding nominees, Geoff Gannon, Andrew Kuhn, Jacob McDonough and Ralph Molina, were elected to the Board of Directors of the Company.
Past
Nicholas A. Parks
On January 30, 2019, Nicholas A. Parks (12.06%) entered into discussions with a private equity firm to discuss strategic options involving the company’s stock. Mr. Parks stated that he wishes to continue such discussions in hopes of the following:
To purchase additional shares of the outstanding stock.
To have an active role in company decisions in order to maximize shareholder value.
On September 23, 2019, Nicholas A. Parks (6.28%) stated that he believes the company should,
Acquire a scalable business in order to grow the company’s revenue over time. If unable to identify appropriate acquisitions, to return capital to shareholders via a special dividend or by purchasing its own stock
On January 28, 2020, Nicholas A. Parks entered into a Stock Purchase Agreement with Focused Compounding Fund, LP for the sale of 4,110,000 shares of Common Stock. As a result of the closing of the transactions, Nicholas A. Parks beneficially own approximately 2.00% of the outstanding Common Stock. Source
Marlton Wayne
On December 17, 2018, Marlton Wayne (5.04%) sent a letter to the Board noting its concerns that the company’s public equity trades below its intrinsic value and offering potential solutions to substantially increase stockholder value. In the letter, Marlton outlined a proposed change in capital allocation and corporate governance that they believe is needed to put the company on a path that will reward stockholders:
Return of capital of $1,500,000 through either a Special Dividend of $0.0201 per share representing 13.8% of the market capitalization based on the current share price of $0.1451 or a Modified Dutch Auction Tender.
Forming a Special Committee of Independent Board Members to explore all strategic alternatives to maximize stockholder value, including the disbursement of a Special Dividend, Modified Dutch Auction Tender and/or the sale of the company.
On January 14, 2019, Marlton Wayne (5.04%) sent a letter reiterating its concerns that the company’s current capital allocation strategy and corporate governance are causing the company’s equity to trade at a significant discount. to the Board.
On July 22, 2019, Marlton Wayne (5.04%) delivered a letter to the company demanding the inspection of certain of the company’s books and records
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