Key Summary: On August 1, 2022, Star Equity Fund (5%) announced its intent to nominate board candidates, but the company refused necessary document requests and waiver provisions. Star Equity Fund called for voting against incumbent board members and executive compensation. On August 16, 2022, ISS and Glass Lewis recommended against re-electing Paul Lamb and Richard Smith, which was reflected in the 2022 AGM results. On April 25, 2023, Star Equity Fund nominated candidates for the 2023 AGM, accusing the Board of entrenchment tactics. On September 5, 2023, a settlement led to Star Equity withdrawing nominations in exchange for a new stock incentive plan. On July 26, 2023, the company agreed to appoint a representative from Leap Tide Capital Management LLC to the BoardMarket Cap: $16 million | Gyrodyne, LLC. owns, leases and manages diverse commercial properties.
Star Equity Fund
On August 1, 2022, Star Equity Fund (5%) disclosed that on March 23, 2022, together with other shareholders, it delivered a letter to the company announcing its intent to nominate candidates for election to the board. Unfortunately, despite multiple requests by the Shareholder Group, the company refused to provide certain documents required for a shareholder to nominate candidates. The company also refused to waive provisions of the LLC Agreement requiring ownership of at least 1% of the outstanding Shares for more than a year, or 5% of the outstanding Shares, for a shareholder to nominate candidates for election to the board. On August 1, 2022, the Shareholder Group issued a press release and open letter to the board announcing the Shareholder Group's intent to vote at the annual meeting as follows: (i) WITHHOLD on the re-election of incumbent board members Paul Lamb and Richard Smith and (ii) AGAINST Proposal 2, the compensation of the company's named executive officers. The Shareholder Group calls for specific corporate governance changes including the declassification of the board.
On August 16, 2022, Star Equity Fund issued a press release regarding the 2022 AGM, taking note of ISS and Glass Lewis, two proxy advisory services firms, recommendations to vote against the re-election of the incumbent Board members Paul Lamb and Richard Smith and against the ratification of the executive officers' compensation. The Shareholder Group reiterated its intent to vote as follows: (i) WITHHOLD on the re-election of incumbent Board members and (ii) AGAINST the compensation of the named executive officers.
On August 30, 2022, Star Equity Fund issued a press release emphasizing the results of the company’s 2022 AGM, wherein 56% of votes cast voted WITHHOLD on the re-election of Paul Lamb and Richard Smith to the Board in line with both ISS and Glass Lewis, two proxy advisory services firms, recommendations. The Aug 30 Press Release also took note that 57% of votes cast voted against the approval of the company's executive compensation in a non-binding advisory vote.
On April 25, 2023, Star Equity Fund (5.4%) delivered a letter to the company nominating a slate of director candidates including Hannah M. Bible and Matthew R. Sullivan for election to the board at the 2023 AGM. Source
On April 28, 2023, Star Equity Fund filed proxy materials seeking support for its nominees.
On June 21, 2023, Star Equity Fund issued a press release expressing its belief that the Board is utilizing entrenchment tactics to stonewall Star Equity Fund's director nominations of Hannah M. Bible and Matthew R. Sullivan for election to the Board at the 2023 AGM.
On August 18, 2023, GAMCO (19.35) stated that it is open to the idea of Star Equity having representation on the Board. Source
On September 5, 2023, Star Equity Fund and a company entered a settlement agreement. The agreement includes the company proposing a new stock incentive plan at the 2023 annual meeting to replace the existing cash retention bonus plan for directors, with no increase in director fees. Star Equity Fund also withdrew its nomination of two Board candidates and compensation-related proposals.
Leap Tide Capital Management LLC
On July 26, 2023, the company entered into a Cooperation Agreement with Leap Tide Capital Management LLC, and pursuant to it, Mr. Loeb will be appointed to the Board and nominated for election at the company's 2023 annual meeting. Source
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