4 unchanged sentences
Publicly traded companies have increasingly become subject to campaigns by activist investors advocating corporate actions such as governance changes, financial restructurings, sales of assets and changes to executive and director compensation.
−Removed: We have received a notice dated April 25, 2023 from Star Equity Fund, LP (“Star Equity”), which allegedly owned approximately 5.4% of the Company’s outstanding shares at the time of submission, purporting to nominate a slate of two candidates for election as directors at our 2023 Annual Meeting of Shareholders.
−Removed: The Company values input from all shareholders, including Star Equity, and remains open to ongoing engagement with Star Equity.
−Removed: However, if the Company and Star Equity cannot reach an agreement in connection with its nomination, there will be a contested election at the Company’s 2023 Annual Meeting of Shareholders.
+Added: The Company received a notice dated April 25, 2023 (the “Nomination Notice”) from Star Equity Fund, LP (“Star Equity”), which allegedly owned approximately 5.4% of our outstanding shares at the time of submission, of its intent to nominate a slate of two candidates for election as directors at the 2023 annual meeting of shareholders (the “Annual Meeting”).
+Added: On August 11, 2023, Star Equity submitted a shareholder proposal to the Company pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Shareholder Proposal”).
+Added: On September 5, 2023, the Company entered into a letter agreement (“Cooperation Agreement”) with Star Equity, pursuant to which Star Equity agreed to irrevocably withdraw both the Nomination Notice and the Shareholder Proposal.
+Added: Through September 30, 2023, the cumulative cost to the Company of responding to and resolving the foregoing shareholder activist campaign, including changes to our incentive compensation arrangements, was approximately $1,200,000.
+Added: We are working with insurance coverage counsel to pursue coverage under our existing directors and officers insurance policy for amounts in excess of the $500,000 insurance deductible under the policy.
+Added: The Company values input from all shareholders, including Star Equity, and remains open to ongoing engagement.
A proxy contest or related activities on the part of activist shareholders, including, among others, Star Equity, could adversely affect our business for a number of reasons, including, without limitation, the following:
4 unchanged sentences
Proxy contests may cause our stock price to experience periods of volatility.
−Removed: Items 2 through 5 are not applicable to the Company in the six-months ended June 30, 2023.
+Added: Items 2 through 5 are not applicable to the Company in the nine-months ended September 30, 2023.
Articles of Organization of Gyrodyne, LLC, dated as of October 3, 2013 (1)
8 unchanged sentences
Cooperation Agreement, dated July 26, 2023, among the Company, Leap Tide Capital Management LLC and Jan Loeb (7)
+Added: Cooperation Agreement, dated September 5, 2023, between the Company and Star Equity Fund (8)
+Added: Amendment No.
+Added: 5 to the Retention Bonus Plan (9)
+Added: Restricted Stock Plan (10)
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
1 unchanged sentence
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Inline XBRL Instance (8)
−Removed: Inline XBRL Taxonomy Extension Schema (8)
−Removed: Inline XBRL Taxonomy Extension Calculation (8)
−Removed: Inline FXBRL Taxonomy Extension Definition (8)
−Removed: Inline XBRL Taxonomy Extension Labels (8)
−Removed: Inline XBRL Taxonomy Extension Presentation (8)
+Added: 101.INS Inline XBRL Instance (11)
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema (11)
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation (11)
+Added: 101.DE Inline FXBRL Taxonomy Extension Definition (11)
+Added: 101.LAB Inline XBRL Taxonomy Extension Labels (11)
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation (11)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
6 unchanged sentences
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 1, 2023.
+Added: Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 8, 2023.
+Added: Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 11, 2023.
+Added: Incorporated herein by reference to the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on September 12, 2023.
Filed as part of this Report.
Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K.
−Removed: This Exhibit is not deemed “filed”
−Removed: for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
+Added: This Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
Such certification will not be deemed incorporated by reference into any filings under the Securities Act, expect to the extent that the registrant specifically incorporates it by reference.
1 unchanged sentence
GYRODYNE, LLC
−Removed: August 9, 2023
+Added: November 14, 2023
/s/ Gary Fitlin
13 unchanged sentences
Cooperation Agreement, dated July 26, 2023, among the Company, Leap Tide Capital Management LLC and Jan Loeb (7)
+Added: Cooperation Agreement, dated September 5, 2023, between the Company and Star Equity Fund (8)
+Added: Amendment No.
+Added: 5 to the Retention Bonus Plan (9)
+Added: Restricted Stock Plan (10)
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
1 unchanged sentence
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Inline XBRL Instance (8)
−Removed: Inline XBRL Taxonomy Extension Schema (8)
−Removed: Inline XBRL Taxonomy Extension Calculation (8)
−Removed: Inline FXBRL Taxonomy Extension Definition (8)
−Removed: Inline XBRL Taxonomy Extension Labels (8)
−Removed: Inline XBRL Taxonomy Extension Presentation (8)
+Added: 101.INS Inline XBRL Instance (11)
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema (11)
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation (11)
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition (11)
+Added: 101.LAB Inline XBRL Taxonomy Extension Labels (11)
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation (11)
+Added: 104         
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
6 unchanged sentences
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 1, 2023.
+Added: Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 8, 2023.
+Added: Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 11, 2023.
+Added: Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 11, 2023.
Filed as part of this Report.
Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K.
−Removed: This Exhibit is not deemed “filed”
−Removed: for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
+Added: This Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
Such certification will not be deemed incorporated by reference into any filings under the Securities Act, expect to the extent that the registrant specifically incorporates it by reference.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.