Gee Group Inc.
A staffing and recruiting firm that places workers in IT, engineering, finance, accounting, legal, and healthcare jobs across the United States, working through brands like SNI Technology and Scribe Solutions (which supplies medical scribes to emergency rooms). Its roots reach back to an employment office opened by F. L. Winslow in 1893; renamed from General Employment Enterprises in 2016, it kept the fitting stock ticker "JOB."
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| STAR EQUITY HOLDINGS, INC. | 13D/AActivist | 5.7% | 6.29M | Aug 24, 2026 |
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||||
| STAR OPERATING COMPANIES, INC. | 13D/AActivist | 5.7% | 6.29M | Aug 24, 2026 |
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||||
| STAR EQUITY FUND, LP | 13D/AActivist | 5.7% | 6.29M | Aug 24, 2026 |
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||||
| STAR EQUITY FUND GP, LLC | 13D/AActivist | 5.7% | 6.29M | Aug 24, 2026 |
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||||
| STAR INVESTMENT MANAGEMENT, LLC | 13D/AActivist | 5.7% | 6.29M | Aug 24, 2026 |
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||||
| STAR VALUE INVESTMENTS, LLC | 13D/AActivist | 5.7% | 6.29M | Aug 24, 2026 |
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||||
| JEFFREY E. EBERWEIN | 13D/AActivist | 5.7% | 6.29M | Aug 24, 2026 |
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||||
| RICHARD K. COLEMAN, JR. | 13D/AActivist | 0% | 0 | Aug 24, 2026 |
Item 4 is hereby amended to add the following: On August 21, 2026, Star Equity Fund entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to take all necessary actions to declassify the structure of the Board of Directors (the "Board") so that a majority of the Board is fully declassified at the 2027 annual meeting of shareholders of the Issuer (the "2027 Annual Meeting"), including, without limitation, by amending the amended and restated by-laws of the Issuer (the "Bylaws") to declassify the structure of the Board such that (a) the directors elected at the 2026 annual meeting of shareholders (the "2026 Annual Meeting") will be elected for a term that expires at the 2027 Annual Meeting, (b) following the 2026 Annual Meeting, a majority of the directors (including, without limitation, those elected in 2025) will be elected for a one-year term at the 2027 Annual Meeting, which will result in a majority of the directors thereafter serving exclusively one-year terms, and (c) any directors elected or appointed to the Board subsequent to August 21, 2026 shall be elected for a one-year term that expires at the next annual meeting of shareholders. The Cooperation Agreement will terminate on the earlier of (a) the date that is the opening of the advance notice period pursuant to the Bylaws for the submission of shareholder director nominations for the 2027 Annual Meeting and (b) one hundred twenty (120) days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms. Star Equity Fund has also agreed to (i) withdraw their nomination letter, dated June 1, 2026, nominating Richard Coleman as candidate for election to the Board at the 2026 Annual Meeting and (ii) not present a business proposal to remove two of the Issuer's directors at the 2026 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||||
| Vanguard Capital Management | 13GPassive | 5% | 5.50M | Apr 29, 2026 |
| The Vanguard Group | 13G/APassive | 4.99% | 5.50M | Jan 30, 2026 |