The Activist Group seeking to take control of the Board includes many of the same troubling individuals who unsuccessfully attempted to do the same thing in 2022 and 2023.
As you might recall, the Board determined that the nomination notice delivered by a member of the Activist Group in connection to the 2022 Annual Meeting was not valid because it contained numerous deficiencies and false and misleading statements in violation of the Company’s Bylaws.
Furthermore, we discovered the Activist Group contained several individuals with concerning backgrounds – including two convicted criminals: Franz N. Tudor, who was convicted of insider trading, and Michael J. Xirinachs, who pled guilty to wire fraud involving fraudulent securities trading and misuse of funds.
Following litigation brought by a member of the Activist Group, the Delaware Court of Chancery agreed with the Board’s determination and found that the Activist Group’s 2022 nomination notice “was – at best – misleading.”
In 2023, many of the same individuals from the 2022 group resurfaced to take control of the AIM Board by seeking to nominate director candidates.
In its nomination notice, the Activist Group exposed its motives for seeking control of the Board – to force AIM shareholders to foot the bill for the millions of dollars of expenses it incurred in connection with its failed 2022 campaign.
The Board once again found that the Activist Group’s nomination notice was invalid because it omitted key information and included misleading information, ignoring what the Company’s Bylaws require to be disclosed.
Following litigation on the issue, the Court agreed with the Board and found that the Activist Group flouted AIM’s Bylaws and determined that the Activist Group was “engaging in manipulative conduct.”
This year, members of the same group of activist investors have put forth a slate of four directors to replace the entire Board at the Annual Meeting.
This is yet another blatant attempt to take control of the Board.
Concerningly, the Activist Group has not provided a CEO candidate or operational plan outlining how its nominees intend to enhance value for AIM’s shareholders.
After careful consideration, the Board determined that the Activist Group’s nominees do not possess experience or skillsets that would be additive to the current Board.
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