Gyrodyne, LLC
Real estate company that develops, manages and leases commercial real estate (medical office and industrial properties) in New York; in liquidation
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons.
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons.
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons.
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons.
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons.
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons.
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons.
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons.
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| STAR EQUITY FUND, LP | 13D/AActivist | 7.1% | 156.8K | Oct 20, 2025 |
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons. | ||||
| STAR EQUITY FUND GP, LLC | 13D/AActivist | 7.1% | 156.8K | Oct 20, 2025 |
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons. | ||||
| STAR INVESTMENT MANAGEMENT, LLC | 13D/AActivist | 7.1% | 156.8K | Oct 20, 2025 |
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons. | ||||
| STAR OPERATING COMPANIES, INC. | 13D/AActivist | 7.1% | 156.8K | Oct 20, 2025 |
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons. | ||||
| STAR EQUITY HOLDINGS, INC. | 13D/AActivist | 7.1% | 156.8K | Oct 20, 2025 |
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons. | ||||
| JEFFREY E. EBERWEIN | 13D/AActivist | 7.1% | 156.8K | Oct 20, 2025 |
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons. | ||||
| STAR VALUE INVESTMENTS, LLC | 13D/AActivist | 7.1% | 156.8K | Oct 20, 2025 |
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons. | ||||
| HANNAH M. BIBLE | 13D/AActivist | 0% | 0 | Oct 20, 2025 |
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons. | ||||
| MATTHEW R. SULLIVAN | 13D/AActivist | 0% | 0 | Oct 20, 2025 |
Item 4 is hereby amended to add the following: On October 16, 2025, Star Equity entered into a letter agreement (the "Settlement Agreement") with the Issuer, pursuant to which the Issuer, agreed to nominate only one director to the Board for election at the 2025 annual meeting of the Issuer (the "2025 Annual Meeting"), Richard B. Smith, and to reduce the size of the Board from five to four directors. The Issuer further agreed, at any time prior to the Termination Date (as defined below), if any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a "Continuing Director") resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the "Replacement Director"), and if no agreement can be reached the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director. The Issuer also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000. In exchange, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Board at the 2025 Annual Meeting, and to customary standstill provisions. Star Equity further agreed to vote with the recommendation of the Board at the 2025 Annual Meeting and any shareholder meetings that may occur prior to December 31, 2026 (the "Termination Date"), including on the election of directors, except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. ("ISS") to the extent the recommendation of ISS differs from the Board's recommendation on any matter presented to shareholders at a special meeting of shareholders following the 2025 Annual Meeting. Additionally, if the Board re-nominates and both Nader G.M. Salour and Jan H. Loeb agree to stand for election at the Issuer's 2026 annual meeting, the Termination Date will extend to December 31, 2027. The Settlement Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Issuer at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Issuer matters. Until the Termination Date, the Issuer and Star Equity have also agreed not to disparage each other. The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.19 and incorporated herein by reference. On October 16, 2025, pursuant to the Settlement Agreement, Star Equity withdrew its nomination of Ms. Bible and Mr. Sullivan for election to the Board at the 2025 Annual Meeting, and accordingly Ms. Bible and Mr. Sullivan are no longer reporting persons and join in this filing solely for the purpose of disclosing that they are no longer reporting persons. | ||||
| Neil S. Subin | 13G/APassive | 4.9% | 107.2K | Aug 21, 2025 |