The company faces significant governance criticism from ISS, including improper rejection of dissident nominations, weak board functioning, poor shareholder communications, and a history of failed business pivots (DAT market foray) that destroyed shareholder value. The board spent over $20 million fighting the proxy contest and lost in court.
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The company's board was found by the Delaware Chancery Court to have breached fiduciary duties, acted preclusive to prevent stockholder choice, wasted over $20MM in litigation costs, and engaged in intentional entrenchment tactics to preserve control. The court denied the board's appeal attempt to disenfranchise stockholders.
The shareholder criticizes management for halting buybacks, wasting shareholder money on operating expenses, and prioritizing hedge fund fees over shareholder value maximization. The shareholder questions the legitimacy of management's commitment to shareholders and calls for reinstatement of buybacks as the only justification for the company's continued existence.
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Sources: Massive / Polygon daily aggregates (split-adjusted) · SEC filings via Massive · FINRA settlements via Massive · Financial Modeling Prep. Figures are dated where shown; research is informational, not investment advice. Methodology