Parks! America Calls Special Shareholder Meeting Feb 26 Amid Activist Notice

TL;DR

**Activist investor Focused Compounding is pushing for changes at Parks! America, Inc., triggering a special shareholder meeting on Feb 26.**

AI Summary

Parks! America, Inc. (PRKA) is holding a virtual Special Meeting of Shareholders on February 26, 2024, at 11:00 a.m. Eastern Time. This meeting was called because Focused Compounding Fund, LP submitted a "Purported Notice" on December 22, 2023, indicating their intent to take action. This matters to shareholders because it signals potential activist investor involvement, which could lead to significant changes in company strategy, management, or even a sale, impacting the stock's future value.

Why It Matters

This filing indicates that an activist investor, Focused Compounding Fund, LP, is attempting to influence Parks! America, Inc., which could lead to strategic shifts or changes in leadership, directly affecting shareholder value.

Risk Assessment

Risk Level: medium — Activist investor involvement can create uncertainty and volatility, but also potential for positive change, making the risk level medium.

Analyst Insight

A smart investor would closely monitor further communications from Parks! America, Inc. and Focused Compounding Fund, LP to understand the specific proposals and potential impact on the company's future direction and valuation before making any investment decisions.

Key Players & Entities

• Parks! America, Inc. (company) — the registrant calling the special meeting
• Focused Compounding Fund, LP (company) — the activist investor that submitted a 'Purported Notice'
• February 26, 2024 (date) — the date of the Special Meeting of Shareholders
• December 30, 2023 (date) — when Parks! America, Inc. commenced mailing the notice
• December 22, 2023 (date) — when Focused Compounding Fund, LP submitted their 'Purported Notice'

Forward-Looking Statements

• Focused Compounding Fund, LP will propose specific changes to Parks! America's board or strategy at the Special Meeting. (Focused Compounding Fund, LP) — medium confidence, target: February 26, 2024
• Parks! America's stock price will experience increased volatility leading up to the Special Meeting. (Parks! America, Inc.) — medium confidence, target: February 26, 2024

FAQ

Filing Documents

• formdefa14a.htm (DEFA14A) — 35KB
• formdefa14a_001.jpg (GRAPHIC) — 10KB
• 0001493152-24-000076.txt ( ) — 50KB

From the Filing

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy (Amendment No . ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 PARKS! AMERICA, INC. (Name of Registrant as Specified in its Charter) (Name Of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On December 30, 2023, Parks! America, Inc. commenced mailing the below notice of a special meeting to its shareholders: Parks! America, Inc. 1300 Oak Grove Road Pine Mountain, Georgia 31822-1197 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 26, 2024 Dear Shareholder: You are cordially invited to attend a Special Meeting of Shareholders (if held, including any adjournment, postponement or rescheduling thereof, the “Special Meeting”) of Parks! America, Inc., a Nevada corporation (the “Company”). The Special Meeting will be held on February 26, 2024 at 11:00 a.m. Eastern Time. The Special Meeting will be held in a virtual meeting format only, via live audio webcast. Shareholders will be able to attend and participate in the Special Meeting by visiting a website to be provided and will not be able to attend the Special Meeting in person. As you may know, on December 22, 2023, Focused Compounding Fund, LP (“Focused Compounding”) submitted documents to the Company purporting to provide qualifying notice (the “Purported Notice”) as to a demand that the Company hold a special meeting of shareholders. Pursuant to the Purported Notice, the Special Meeting is being held for the purpose of asking shareholders to consider and vote upon the following purported proposals: 1. Proposal 1 : Repeal any provision of the Company’s Bylaws, as adopted by the Company’s Board of Directors (the “Board”) on January 30, 2004, and as revised as of June 12, 2012 (the “Bylaws”), including any amendments thereto, in effect at the time this Proposal becomes effective, which was not included in the Bylaws that were in effect as of June 12, 2012 and were filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 16, 2012 (the “Bylaw Restoration Proposal”) to restore the Bylaws to their current form if the Board attempts to amend them in any manner prior to the completion of Focused Compounding’s proxy solicitation; 2. Proposal 2 : Remove all seven (7) members of the Board (Lisa Brady, Todd White, Dale Van Voorhis, John Gannon, Charles Kohnen, Jeffrey Lococo and Rick Ruffolo) pursuant to Section 4.9(a) of the Bylaws (the “Removal Proposal”); 3. Proposal 3 : Amend and restate Section 4.7 of the Bylaws (the “Bylaw Amendment Proposal”) to read as follows: “4.7 Vacancy on Board of Directors . In case of a vacancy on the Board of Directors because of a director’s resignation, removal or other departure from the board, or because of an increase in the number of directors, the remaining directors, by majority vote, may elect a successor to hold office for the unexpired term of the director whose position is vacant, and until the election and qualification of a successor. In the event any directors are removed by a vote of the shareholders, then the shareholders shall have the right to elect successors to hold office for the unexpired term of the director or directors whose positions are vacant, and until the election and qualification of their successors.” 2 4. Proposal 4 : Subject to the concurrent approval of the Removal Proposal, elect as members of the Board each of (i) Andrew Kuhn, (ii) Geoff Gannon and (iii) James Ford (the “Election Proposal”); and 5. Proposal 5 : Authorize Focused Compounding, or an authorized representative thereof, to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, any of the Bylaw Restoration Proposal, the Removal Proposal, the Bylaw Amendment Proposal or the Election Proposal (the “Adjournment Proposal”). All shareholders are cordially invited to attend the Special Meeting. It is important that your shares be represented at the Special Meeting, regardless of whether or not you plan to virtually attend. Accordingly, we encourage you vote as instructed in the Company’s supplemental materials. Giving your proxy will

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