AstroNova Reaches Cooperation Agreement With Askeladden Capital, Adds Independent Director Shawn Kravetz To Board

Author: Benzinga Newsdesk | August 21, 2025 07:20am

On August 21, 2025, AstroNova, Inc. (the "Company") entered into a Cooperation Agreement (the "Cooperation Agreement") with Askeladden Capital Management LLC, a Texas limited liability company and Samir Patel (such parties collectively, the "Askeladden Parties") pursuant to which the Company agreed to increase the size of its Board of Directors (the "Board") to seven directors, to appoint Shawn Kravetz to as a director of the Company, and to include Mr. Kravetz as part of the Company's slate of nominees for election to the Board at the 2025 annual meeting of shareholders. The Board determined that Mr. Kravetz satisfies the requirements to serve as an independent director of the Company under the requirements of the NASDAQ Global Market. Mr. Kravetz was appointed to serve on the Board's Nominating and Governance Committee. The Company also agreed to nominate Mr. Kravetz for re-election as a director at the Company's 2026 annual meeting of shareholders.

Under the terms of the Cooperation Agreement, the Askeladden Parties agreed that they will not enter into any agreement with, or compensate, Mr. Kravetz with respect to his role or service as a director of the Company. In addition, the Askeladden Parties confirmed that Mr. Kravetz is not associated with the Askeladden Parties.

During the term of the Cooperation Agreement and subject to the Askeladden Parties holding an aggregate beneficial ownership of shares of common stock of the Company equivalent to a net long position of at least five percent (5%) of the outstanding shares of common stock of the Company as of the date of the Cooperation Agreement, in the event Mr. Kravetz is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any reason prior to the expiration of a stated cooperation period, then a new independent nominee selected by the Askeladden Parties and the Company shall be appointed to fill the vacant position on the Board.

The Cooperation Agreement also includes other customary voting, standstill non-disparagement, and other agreements that will continue for a stated cooperation period, including, among other things (in each case subject to various exceptions and limitations):

 

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Restrictions on acquisitions of shares of the Company's common stock that would result in the Askeladden Parties (together with their affiliates) having beneficial ownership, or aggregate economic or voting exposure to, more than 9.99% of the Company's common stock outstanding at such time.

 

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Standstill restrictions on the part of the Askeladden Parties relating to calling shareholder meetings, director nominations, shareholder proposals, proxy solicitations, changes to the Board, the formation of any group, certain public disclosures, proxy contests, other activist campaigns and related matters.

 

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The Askeladden Parties agreed to vote all of their shares of the Company's common stock (i) in favor of each director nominated and recommended by the Board for election at any annual meeting or, if applicable, any other meeting of shareholders of the Company held during the term of the Cooperation Agreement, (ii) against any shareholder nominations for directors that are not approved and recommended by the

 

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Board for election at any such meeting, (iii) against any proposals or resolutions to remove any member of the Board and (iv) in accordance with the recommendations of the Board on all other proposals or business, other than business combination transactions or other similar extraordinary transactions.

 

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Each party agreed not to make defamatory statements about the other party.

 

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The Askeladden Parties agreed not to initiate any lawsuit against the Company, subject to certain exceptions.

 

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The Company agreed to reimburse the Askeladden Parties for certain expenses in the aggregate amount of $236,508.

 

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The Company agreed to use commercially reasonably efforts to maintain its listing on the NASDAQ Global Market and not to take any action for the purpose of terminating its registration under Section 12(b) of the Exchange Act of 1934, as amended (the "Exchange Act") or terminating its reporting obligations under Sections 13 or 15(d) of the Exchange Act.

 

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The Company agreed that the Board will consider in good faith, after consultation with the Company's management, the retention of consultants identified to the Company by the Askeladden Parties, provided that such consultants shall not be affiliates of any Askeladden Party.

 

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The Company agreed that it will provide to the Askeladden Parties access to the Company's management and the members of the Board on the same terms as it makes such persons available to other significant shareholders of the Company.

The cooperation period, including the standstill restrictions on the Askeladden Parties, will generally terminate the day after the Company's 2026 annual meeting of shareholders. The standstill provisions may also terminate upon a breach of the Cooperation Agreement by the Company.

The foregoing description is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

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