Kellner Group Urges Stockholders of AIM Immunotech to Vote Gold Card Now for Desperately Needed Change to the AIM Board
The Kellner Group, AIM Immunotech's largest stockholder, is urging shareholders to vote for board changes using the gold proxy card. The Delaware Supreme Court ruled that the incumbent board breached fiduciary duties by adopting bylaws in 2023 to interfere with Kellner's nomination notice. The group estimates the board spent $15-20 million in the past two years fighting stockholder efforts for change. Under current leadership, AIM's stock price has declined over 99%, and its financial condition has deteriorated significantly. The Kellner Group nominees - Ted Kellner, Todd Deutsch, Robert L. Chioini, and Paul Sweeney - promise to bring new skills and experience to improve company performance.
Il Kellner Group, il maggior azionista di AIM Immunotech, sta esortando gli azionisti a votare per i cambiamenti nel consiglio di amministrazione utilizzando la scheda d'incarico dorata. La Corte Suprema del Delaware ha stabilito che il consiglio in carica ha violato i doveri fiduciari adottando statuti nel 2023 per interferire con l'avviso di candidatura di Kellner. Il gruppo stima che il consiglio abbia speso dai 15 ai 20 milioni di dollari negli ultimi due anni per combattere gli sforzi degli azionisti per il cambiamento. Sotto l'attuale leadership, il prezzo delle azioni di AIM è diminuito di oltre il 99% e la sua situazione finanziaria è deteriorata significativamente. I candidati del Kellner Group - Ted Kellner, Todd Deutsch, Robert L. Chioini e Paul Sweeney - promettono di portare nuove competenze ed esperienze per migliorare le performance aziendali.
El Kellner Group, el mayor accionista de AIM Immunotech, está instando a los accionistas a votar a favor de los cambios en la junta utilizando la tarjeta de poder dorada. La Corte Suprema de Delaware dictaminó que la junta actual violó sus deberes fiduciarios al adoptar estatutos en 2023 para interferir con el aviso de nominación de Kellner. El grupo estima que la junta gastó entre 15 y 20 millones de dólares en los últimos dos años combatiendo los esfuerzos de los accionistas por el cambio. Bajo la dirección actual, el precio de las acciones de AIM ha caído más del 99% y su situación financiera se ha deteriorado significativamente. Los nominados del Kellner Group - Ted Kellner, Todd Deutsch, Robert L. Chioini y Paul Sweeney - prometen aportar nuevas habilidades y experiencia para mejorar el rendimiento de la empresa.
켈너 그룹은 AIM Immunotech의 최대 주주로서 주주들에게 금색 위임장을 사용하여 이사회 변경에 투표할 것을 촉구하고 있습니다. 델라웨어 대법원은 현 이사회가 2023년에 켈너의 후보자 공고를 방해하기 위해 정관을 채택하여 신탁 의무를 위반했다고 판결했습니다. 그룹은 이사회가 지난 2년 동안 주주들의 변화 노력에 맞서 싸우기 위해 1500만에서 2000만 달러를 지출했다고 추정하고 있습니다. 현재의 리더십 하에서, AIM의 주가는 99% 이상 하락했습니다 그리고 재무 상태는 심각하게 악화되었습니다. 켈너 그룹의 후보자들인 - 테드 켈너, 토드 도이치, 로버트 L. 치오니, 폴 스위니 - 는 회사 실적을 개선하기 위해 새로운 기술과 경험을 가져오겠다고 약속하고 있습니다.
Le Kellner Group, le plus grand actionnaire d'AIM Immunotech, exhorte les actionnaires à voter pour des changements au sein du conseil d'administration en utilisant la carte de vote dorée. La Cour suprême du Delaware a statué que le conseil en place a violé des devoirs fiduciaires en adoptant des statuts en 2023 pour interférer avec l'avis de nomination de Kellner. Le groupe estime que le conseil a dépensé entre 15 et 20 millions de dollars au cours des deux dernières années à lutter contre les efforts des actionnaires en faveur du changement. Sous la direction actuelle, le prix des actions d'AIM a chuté de plus de 99% et sa situation financière s'est considérablement détériorée. Les candidats du Kellner Group - Ted Kellner, Todd Deutsch, Robert L. Chioini et Paul Sweeney - promettent d'apporter de nouvelles compétences et de l'expérience pour améliorer la performance de l'entreprise.
Die Kellner Group, der größte Aktionär von AIM Immunotech, drängt die Aktionäre, für Änderungen im Vorstand mit der goldenen Vollmacht zu stimmen. Der Oberste Gerichtshof von Delaware entschied, dass der amtierende Vorstand treuhänderische Pflichten verletzt hat, indem er 2023 Statuten erlassen hat, um die Nominierungsankündigung von Kellner zu behindern. Die Gruppe schätzt, dass der Vorstand in den letzten zwei Jahren zwischen 15 und 20 Millionen Dollar ausgegeben hat, um sich gegen die Bemühungen der Aktionäre um Veränderungen zu wehren. Unter der aktuellen Leitung ist der Aktienkurs von AIM um über 99% gefallen und die finanzielle Lage hat sich erheblich verschlechtert. Die Nominierten der Kellner Group - Ted Kellner, Todd Deutsch, Robert L. Chioini und Paul Sweeney - versprechen, neue Fähigkeiten und Erfahrungen einzubringen, um die Unternehmensleistung zu verbessern.
- Kellner Group represents AIM's largest stockholders with long-term investment horizon
- Delaware Supreme Court ruling supports shareholders' rights against board entrenchment
- Stock price declined over 99% under incumbent board
- Board spent $15-20 million fighting stockholder efforts for change
- Significant deterioration in financial condition
- Large and increasing net losses
- Excessive G&A spending and executive compensation
- Inadequate R&D spending
- Stagnant clinical program lacking focus
Insights
This proxy battle represents a significant crisis at AIM Immunotech, with several concerning developments: The Delaware Supreme Court ruling confirming board fiduciary duty breaches,
The financial implications of this board dispute are severe. The
- Excessive G&A spending amid mounting losses
- Inadequate R&D investment threatening product development
- Poor capital allocation decisions
- Questionable executive compensation practices
The Delaware Supreme Court Ruled that the Incumbent Board Breached its Fiduciary Duties to Stockholders
AIM Board Wasted Millions in Furtherance of Improper Purpose
Stockholders Urged to Act Now Before the Board's Self-Interested Behavior Irreversibly Damages the Company
Stockholders Should Not be Fooled by Misleading Statements by AIM Board – The Facts Speak for Themselves
Kellner Group Nominees Bring Skills, Experience and Credibility Necessary for AIM to be Successful
The Delaware Supreme Court Ruled that the Incumbent Board Breached its Fiduciary Duties to Stockholders.
On July 11, 2024, the Delaware Supreme Court ruled that bylaws adopted by the Board in 2023 were inequitable and unenforceable. The court found that the Board's motive was not to counter the threat of an uninformed vote. Rather, the "primary purpose was to interfere with Kellner's nomination notice, reject his nominees, and maintain control." The court ruled that the 2023 amended bylaws were the "product of an improper motive and purpose, which constitutes a breach of the duty of loyalty." (emphasis added)
This illegal behavior by the AIM Board was not an isolated incident. A federal district court in
The incumbent Board is engaged in what we consider to be gross waste in pursuit of its improper purpose. Based on AIM's own disclosures, we estimate that the incumbent Board has spent between
All of the incumbent Board members bear responsibility and must be held accountable. Although Mr. Equels, Dr. Mitchell and Mr. Appelrouth adopted the 2023 bylaw amendments in breach of their fiduciary duties, the improper purpose and waste has clearly continued in our view. Ms. Bryan joined the Board in spring of 2023 – after being hand-picked by Mr. Equels and rubber-stamped by Dr. Mitchell and Mr. Appelrouth – and has joined right in. All four incumbent Board members – Equels, Mitchell, Appelrouth and Bryan – should be held responsible for spending millions to disenfranchise stockholders last year and continuing to pursue improper litigation. Ms. Bryan is the chair of the compensation committee that recently signed off on the issuance of almost 900,000 shares of fully vested common stock to Mr. Equels and Mr. Rodino, AIM's COO and General Counsel, as an advance on salary payable in the next year. We believe that doing this before the record date for this year's annual meeting, with the knowledge that AIM was facing another proxy contest, clearly demonstrates continuation of the same bad faith entrenchment efforts from the incumbent Board.
The incumbent Board's claim that it is taking these wasteful and self-interested actions to protect stockholders is disingenuous and lacks credibility in our view. AIM's stockholders have clearly, and repeatedly, conveyed a clear message to the Board that they demand change. This was evident in the significant support of stockholders for the election of Mr. Kellner, Mr. Deutsch and Mr. Chioini at the 2023 annual meeting of stockholders, and the significant support for the election of Mr. Chioini and another nominee at the 2022 annual meeting of stockholders. It was evident in the overwhelming failures of the say-on-pay votes at the last three annual meetings of stockholders.
The incumbent Board has acknowledged this stockholder dissatisfaction – two years ago, after the 2022 annual meeting, AIM announced that it valued stockholder feedback and would seek to add two new independent directors and conduct a review of executive compensation. The incumbent Board never followed through. Instead, Mr. Equels selected only one new director without any independent search, Ms. Bryan, who had pre-existing relationship with him. The Board conducted only a cursory, selective, self-affirming compensation review using the same small search firm that recommended Mr. Equels's outrageous compensation package in the first place, with no changes announced. We believe that the incumbent Board does not value stockholder feedback, and this farce of a process demonstrates that.
The Incumbent Board has No Plan and is Continuing to Mislead Stockholders to Distract from its Failures.
Mr. Kellner is one of AIM's largest stockholders and has held his shares for several years. Mr. Deutsch is also one of AIM's largest stockholders and has also held his shares for several years. They have no motivations other than to improve the Company's performance. Collectively, the Kellner Group is AIM's largest stockholder according to AIM's proxy statement. If the incumbent Board was acting in good faith, it would be attempting to attract long-term stockholders like Mr. Kellner and Mr. Deutsch. Instead, the incumbent Board has attacked them and questioned their motives with no basis. We believe this behavior alienates potential long-term investors like Mr. Kellner and Mr. Deutsch.
The incumbent Board's primary argument for its election – suggesting that the Kellner Group includes criminals – is completely and demonstrably false. Likewise, the claim that Mr. Kellner is motivated to pursue these nominations by the potential to recoup expenses is illogical and disingenuous. It is utterly shameless in our view for the incumbent Board, which has squandered
These are the facts:
- Each of the Kellner Group Nominees will bring desperately needed skills, experience and credibility to AIM's Board – each of them is an accomplished and respected business person in their field and none of them has any criminal history whatsoever.
- There are no other AIM stockholders or other third parties involved in the Kellner Group's activities, nor were there any other AIM stockholders or other third parties involved in Mr. Kellner's nominations and solicitation for AIM's 2023 annual meeting of stockholders.
The AIM Board's tired and pathetic attempt to connect the Kellner Group to Mr. Tudor and Mr. Xirinachs – whose past histories with respect to AIM are well-known at this point – is a misleading distraction from their own fiduciary duty breaches, the plummeting stock price that continues to reach new lows, and complete lack of a plan to change course.
The Incumbent Board's Breach of Fiduciary Duties, Gross Waste and Lack of Transparency are Disqualifying.
We believe the Board's breach of its fiduciary duties, gross waste in pursuit of its improper purpose of entrenchment and disenfranchisement and continuing lack of transparency and attempts to mislead stockholders are disqualifying. No Board acting in good faith could justify these actions. But for the incumbent Board, which has overseen a massive destruction in stockholder value and 99+% stock price decline under its control, to engage in this bad faith effort is completely shocking to us.
Unfortunately, the incumbent Board's failures are far broader than this and include, among others, large and increasing net losses, excessive G&A spending, inadequate R&D spending, excessive executive compensation, a stagnant clinical program that lacks focus and proper investment, financial mismanagement, a failure to attract long-term investment and poor corporate governance practices. The incumbent Board has communicated no plans to change any of this and promises only more of the same, with better outcomes somehow perpetually right around the corner. All of this is discussed in more detail in the Kellner Group's proxy statement and will be highlighted in more detail in subsequent communications to stockholders, along with why the Kellner Group Nominees are the only choice to turn around AIM's fortunes and finally start creating value for stockholders.
THE KELLNER GROUP URGES ALL STOCKHOLDERS TO VOTE ON THE GOLD PROXY CARD TODAY TO ELECT TED D. KELLNER, TODD DEUTSCH, ROBERT L. CHIOINI AND PAUL SWEENEY
Contact:
Okapi Partners LLC
1212 Avenue of the
Stockholders may call toll-free: (844) 343-2621
Banks and brokers call: (212) 297-0720
Email: info@okapipartners.com
Important Information and Participants in the Solicitation
The Kellner Group has filed a definitive proxy statement and associated GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly qualified director nominees at the upcoming annual meeting of stockholders of AIM. Details regarding the Kellner Group Nominees are included in its proxy statement.
THE KELLNER GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF AIM TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the identity of participants in the Kellner Group's solicitation, and their direct or indirect interests, by security holdings or otherwise, is set forth in the Kellner Group's proxy statement. Stockholders can obtain a copy of the proxy statement, and any amendments or supplements thereto and other documents filed by the Kellner Group with the SEC for no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the following website: https://www.okapivote.com/AIM. Investors can also contact Okapi Partners LLC at the telephone number or email address set for the above.
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SOURCE Kellner Group
FAQ
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