Key Summary: The Radoff-Sudbury Group advocated for board changes at LifeVantage. Despite support from ISS and Glass Lewis, their nominees weren't elected at the 2023 AGM. Eventually, on Feb 14, 2024, a Cooperation Agreement was reached, expanding the board and appointing Dayton Judd. The Group Agreement between Radoff and Sudbury was terminated.Market Cap: $83 million | LifeVantage Corporation engages in the identification, research, development, formulation, sale, and distribution of nutrigenomic activators, dietary supplements, nootropics, pre- and pro-biotics, weight management, skin and hair care products, bath and body, and targeted relief products.
Background
On May 15, 2023, Bradley L. Radoff (5.7%) stated his belief that the company's current share price materially undervalues the business and was encouraged by the most recent operating results. He also stated that the company would benefit from an enhanced board of directors that would, among other things, bring a stockholder’s perspective to the boardroom, hold management accountable to a double-digit EBITDA margin and implement a consistent and value-enhancing capital allocation framework. Source
On August 9, 2023, Mr. Radoff delivered a letter to the company nominating Dayton Judd, Michael Lohner and Bradley L. Radoff for election to the Board at the 2024 AGM.
On September 26, 2023, Mr. Radoff filed proxy materials seeking support for his nominees.
On October 12, 2023, the Radoff-Sudbury Group (12.8%) (Bradley L. Radoff & Sudbury Capital Fund, LP) issued an Investor Presentation titled “The Case for Boardroom Change at LifeVantage” detailing why they believe that LifeVantage is in urgent need of new perspectives in the boardroom following years of poor performance and governance under long-tenured directors Chairman Garry Mauro, Michael Beindorff and Darwin Lewis.
On October 25, 2023, the Radoff-Sudbury Group (12.8%) criticized the Board for alleged deceptive tactics, including a questionable endorsement letter. They suspect a consultant, Tyler Daniels, has undisclosed ties and may have been compensated for the letter. The Group plans to address undisclosed conflicts with the Board and calls for clarity on Daniels' compensation, emphasizing the need for change in the Board due to governance issues and stockholder losses. Source
On October 26, 2023, the Radoff-Sudbury Group announced that ISS has recommended stockholders support boardroom change by voting on the Radoff-Sudbury Group’s BLUE Proxy Card. In particular, ISS recommended stockholders elect independent director candidate Dayton Judd and withhold support for long-tenured Chairman Garry Mauro at the Company’s upcoming AGM.
On October 30, 2023, Glass, Lewis & Co., LLC has joined ISS in recommending that the stockholders support boardroom change by voting on the Radoff-Sudbury Group’s BLUE Proxy Card. Specifically, Glass Lewis recommended that stockholders elect independent director candidate Dayton Judd and withhold support for long-tenured director Michael Beindorff at the Company’s upcoming AGM. Source
On November 2, 2023, Mr. Radoff filed proxy materials seeking support for his nominees.
At the AGM held on November 6, 2023, the Radoff-Sudbury Group nominees were not elected to the Board.
On November 10, 2023, the Radoff-Sudbury Group determined to continue to work together in order to enhance stockholder value, improve corporate governance, and take other actions related to their investment in the company. Source
Update
On February 14, 2024, the Radoff-Sudbury Group (12.5%) entered into a Cooperation Agreement with the company and pursuant to it, the company increased the size of the Board and appointed Dayton Judd to the Board. In connection with the entry into the Cooperation Agreement, Mr. Radoff and Sudbury terminated the Group Agreement.
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