Special Situations Digest #31

Same-store sales declined 9% year-over-year; overall sales down 4%. EPS of $2.92 included $0.86 per share in tariff refunds. The results land amid an active proxy battle in which founder Chip Wilson is calling for the replacement of Lululemon's CEO and board of directors.

The 8.9% is calculated on 21,428,722 shares outstanding as of August 21, 2026. SP Strategic Holdings LLC acquired 1,086,121 rights for about $135,520, granting the option to purchase up to 4,219,580 additional shares at the subscription price. Steel Partners may engage with management and board, buy or sell shares, short sell, hedge, or propose transactions.

PVG Asset Management Corporation has filed a definitive proxy statement and GOLD Universal Proxy Card soliciting proxies for Anavex's 2026 annual meeting. PVG is nominating 6 director candidates and urging stockholders to vote 'FOR' all 6 nominees on the GOLD proxy card. The annual meeting is scheduled. PVG beneficially owns 327,344 shares, which it states is over 65 times the 5,000 shares owned by all four incumbent directors combined.

DGB Investment launched a proxy contest at Ethan Allen Interiors Inc. (ETD) to replace the entire five-member board of directors. DGB Investment, Douglas G. Bergeron and affiliates hold 1,300,000 shares, or approximately 5.2% of outstanding common stock, and are soliciting proxies to elect five nominees. DGB alleges the board reduced its size from six to five directors in January 2026 without public disclosure. On August 19, 2026, the board declared a $3.00 per share special cash dividend of approximately $76 million. Every board seat is contested, and the universal proxy card allows shareholders to mix company and DGB nominees.

Vishal Garg, founder and significant stockholder, is soliciting written consents to remove five directors of Better Home & Finance Holding Company (BETRW) to gain control. The Garg Group filed a definitive consent solicitation statement with the SEC and is distributing green consent cards to stockholders. A U.S. District Court for the Southern District of New York denied the company's request for a temporary restraining order and preliminary injunction to halt the process. Additionally, counsel for the company confirmed at a Delaware Court of Chancery hearing that the poison pill permits this qualifying public solicitation without aggregating consenting shares. This founder-led control contest proceeds after the federal court's denial of injunctive relief and the confirmation of a poison-pill carveout removed two primary obstacles.

MTM Capital Co., Ltd. updated its intent regarding Chiiki Shimbun (2164) to include the possibility of significant proposal activities and the intention to increase its shareholding ratio by 5% or more. The filer also noted that a tender offer pre-notification has been filed. This correction to a large shareholding report indicates a shift toward more aggressive activist positioning.

Oasis Management Company Ltd. is pushing for governance changes and increased shareholder returns at SMS Co., Ltd. (2175). The filer submitted an amendment to a large shareholding report detailing proposals to the issuer regarding the appointment and dismissal of representative directors, changes in board composition, and the potential delisting of securities. Proposals also include the disposition or acquisition of important assets and the acquisition of shares by a non-issuer to exceed a majority of voting rights. This local large-shareholding filing establishes a catalyst for board effectiveness and corporate value enhancements.

Jung Phil Moon and five related parties increased their stake in Seoul Food Industry (004410.KS) to 12.2% to seek influence over management rights. The group acquired 1,062,843 shares via open-market purchases between August 7 and September 4, 2026, raising their holding from 9.52%. The group intends to influence the appointment, dismissal, or suspension of directors and auditors, though no specific plan for exercising this influence has been disclosed. The filer used a DART large shareholding report to disclose the intent, which allows the group to push for board changes.

Strategic Capital took a 14.8% stake in Toa Road Corporation (1882.T). The position was disclosed through an amended large shareholding report.

AVI (Asset Value Investors) filed an initial 5%+ large shareholding report. The disclosed stake in Aigan Co., Ltd. (9854.T) is 6.0%. The filing is an initial 5%+ disclosure under Japanese large shareholding reporting rules.