Who are the primary affiliate entities co-filing in the BIMIZCI shareholder activist group?
Short answer
The primary affiliate entities co-filing in the BIMIZCI shareholder activist group are BIMIZCI Fund LLC, ZimCal Asset Management LLC, Warnke Investments LLC, and managing principal Stephen Hodges. These coordinated entities jointly submit regulatory filings, pursue board nominations, and disclose shared beneficial ownership. Investors should review official Schedule 14A proxy statements to confirm the complete chain of control, voting authority, and ownership stakes across all participating group entities before casting shareholder votes.
The primary co-filing affiliate entities operating within the BIMIZCI shareholder activist group comprise BIMIZCI Fund LLC, ZimCal Asset Management LLC, Warnke Investments LLC, and managing principal Stephen Hodges.
Corporate governance campaigns require formal group formation disclosures under federal securities regulations. When institutional investors coordinate beneficial ownership to nominate director slates or challenge corporate actions, official proxy documentation must enumerate every participating entity and controlling affiliate to establish legal standing and maintain transparent ownership records.
If you only do one thing: Review the co-signatories listed on the official Schedule 14A proxy statement to verify the chain of control and voting authority among participating investment entities.
- BIMIZCI Fund LLC: Serves as the primary joint venture vehicle co-managed with the family office arm of Bay Haven Capital Inc (formerly Blackburn Investment Management, Inc), whose leadership brings background from alternative managers overseeing more than $17 billion.
- ZimCal Asset Management LLC: Functions as the alternative investment management sponsor established in 2015, targeting private credit investments between $5 million and $15 million across distressed and special-situation assets.
- Warnke Investments LLC: Operates as a designated co-filing affiliate entity participating in joint regulatory submissions, formal cease-and-desist actions, and a 3-member director nomination campaign.
- Stephen Hodges: Acts as the individual co-filing control person and founder of ZimCal, contributing 16 years of credit experience and past investment partnerships across more than 120 FDIC-insured institutions.
- Nominee slate and legal counsel: Encompasses a 3-person board slate consisting of John Kiernan, Eric Kelly, and Tim Shanahan, with formal legal representation by Schulte Roth & Zabel LLP across May 2024 and May 2026 proxy filings.
- Watch out for: Failing to list all associated entities or beneficial owners in Schedule 14A proxy materials, which risks regulatory noncompliance and legal challenges under federal securities rules.
- Watch out for: Unregistered group coordination that breaches the 5% beneficial ownership disclosure threshold under Section 13(d), which can trigger corporate poison pill rights plans.
Examine the definitive proxy statements and related regulatory filings on record to verify the complete schedule of group signatories and ownership disclosures before voting shares.
General information only, not financial, tax or legal advice. Decisions about money, investments, insurance or tax should be made with a licensed financial adviser, accountant or tax professional.
Before you read: this is general information, not advice
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