Spar Group, Inc. (SGRP) Agrees to "A Material Initial Production" of Its Books and Records

Rhea-AI Summary

SPAR Group (SGRP) has agreed to provide "a material initial production" of its books and records following multiple formal demands from major shareholder Robert G. Brown under Section 220 of Delaware General Corporate Law. The extensive document request covers significant corporate documentation from 2021 to present, including materials related to the terminated Highwire merger transaction, board meetings, financial statements, and various corporate governance matters.

The comprehensive request encompasses documentation regarding related-party transactions, the purchase of 1,000,000 SPAR shares from Bartels at $1.80/share, corporate governance issues, and matters concerning subsidiaries in South Africa, Brazil, India, and China. The investigation aims to examine possible breaches of fiduciary duty by the Board of Directors and management.

Positive

• None.

Negative

• Company failed to file 2024 10-K in a timely manner
• Failed merger transaction with Highwire Capital
• Potential corporate governance issues and bylaw violations
• Possible undisclosed related-party transactions between CEO and companies connected to his family members

Insights

Corporate Governance Specialist

Large shareholder's books and records demand signals potential governance issues; suggests serious investigation into board conduct and failed merger.

The agreement by SPAR Group to produce corporate records following Robert Brown's Section 220 demand represents a significant escalation in shareholder activism. This legal maneuver typically precedes potential litigation, as Brown specifically cited investigation of "possible breach of fiduciary duty" by the board and management as his purpose.

Brown's extensive document requests focus on several concerning areas that suggest serious governance issues:

• The failed Highwire merger transaction and its financing commitments
• Potential conflicts of interest involving CEO Michael Matacunas and Qantm Creative
• Questions about related-party transactions involving the CEO's family
• Concerns about shareholder vote tallying from a 2021 meeting
• The company's purchase of 1,000,000 shares directly from Bartels at $1.80/share
• The company's failure to file its 2024 10-K in a timely manner
• Potential bylaw violations including board composition requirements

Section 220 demands are powerful tools for shareholders in Delaware corporations, as courts generally support proper purpose requests. The breadth of Brown's demands suggests he's building a comprehensive case examining years of potential governance failures. The company's agreement to produce records acknowledges the validity of his legal position.

Particularly noteworthy is the focus on the terminated Highwire merger and potential conflicts involving the CEO. The inquiry into how non-votes were calculated at the recent June 2025 shareholder meeting suggests possible manipulation of voting outcomes. The investigation of directors not resigning after failing reelection indicates potential entrenchment issues.

This development signals significant uncertainty ahead for SPAR Group's governance and leadership.

Palm Beach Gardens, Florida--(Newsfile Corp. - July 11, 2025) - Mr. Robert G. Brown has made a request for the production of books and records of SPAR Group, Inc., a Delaware corporation (the "Company" or "SPAR"), pursuant to Section 220 of the Delaware General Corporate Law, for proper purposes, including the investigation of possible breach of fiduciary duty by the Board of Directors of the Company and/or management of the Company. Mr. Brown is a large shareholder of the Company.

On March 13, 2025, Mr. Brown sent the Company formal demand to inspect the books and records of the Company.

On April 16, 2025, Mr. Brown sent an additional letter to the Company expressing concern over the Company's failure to comply with its obligations under Section 220 of the Delaware General Corporate Law.

On June 5, 2025, Mr. Brown sent a supplemental formal demand to the Company after the termination of the Company's prospective Highwire merger transaction.

On July 1, 2025, Mr. Brown sent an additional formal demand to the Company to inspect the books and records of the Company.

On July 1, 2025, the Company sent a letter to Mr. Brown stating that "a material initial production of the books and records of the Company will be made available."

The books and records requested by Mr. Brown cover significant documentation pertaining to Board and shareholders matters from 2021 through the present, including the following list, which for purposes of additional clarity, has been slightly modified from the version presented to the Company:

1. All Board Materials⁽¹⁾, Documents,⁽²⁾ and Communications⁽³⁾ referencing or relating to Highwire Capital.

2. All Board Materials, Documents, and Communications relating to or referencing any financing commitment letters received by the Company concerning its proposed merger with Highwire Capital.

3. Minutes of all shareholder meetings between January 1, 2022 and the present.

4. Any and all Form 10-K's prepared and/or filed with the Securities Exchange Commission by the Company from January 1, 2022 to the present.

5. A list of the Company's current shareholders along with the number of shares held and contact information for each.

6. Annual, quarterly and monthly financial statements, including both audited and internally-prepared income statements, balance sheets and cash flows from 2022 through the present.

7. Federal, state and local income tax returns and reports together with supporting documentation from 2022 to the present.

8. General ledger, check registry and related journal entries for the years 2022 to the present.

9. Schedule of current Company debt.

10. To the extent not reflected in other financial statements to be produced, a schedule of compensation paid to the directors and officers of the Company.

11. Bank statements from January 2022 through the present for all Company bank accounts.

12. Board Materials, Documents, and Communications constituting, summarizing, or discussing budgets, projections, or business plans of the Company from January, 2022 through the present.

13. Board Materials, Documents, and Communications relating to any actual, potential or contemplated transaction resulting in a merger or other business combination, or the sale of the Company's assets; or the acquisition by the Company of another entity's assets from 2022 to the present.

14. Copies of all resolutions enacted by the Directors or Officers of the Company, whether at a scheduled meeting or by written consent, from January, 2022 through the present.

15. All contracts presently in effect, or in effect at any time between January 2022 and the present, entered into between the Company and any third party for the sale, assignment, or transfer of any of the Company's assets to such third party.

16. All audit, review or compilation reports or similar documents prepared by or on behalf of the Company, including such documents prepared by outside firms at the direction of the Company.

17. Copies of any documents showing the purchase and ownership by the Company of real estate.

18. Any valuation report prepared by the Company or by any third party, reflecting an assessment of the Company's economic value, including without limitation discounted cash flow valuation, book value, or any other Document or report estimating the value of the Company and its shares.

19. All Board Materials, Documents, and Communications related to a shareholder meeting on or about April 30, 2021, including documents notifying shareholders of the meeting, how the votes were tallied and certified and reporting the results of the shareholder vote.

20. All Board Materials, Documents, and Communications between Computershare and SPAR including any instructions from SPAR about reporting/forwarding or not reporting/forwarding any corrected or other vote tally from March 1, 2021, to August 31, 2021, to SPAR and copies of all vote totals on an interim or final basis prepared by Computershare.

21. All Board Materials, Documents, and Communications between Broadridge and SPAR including any discussions about voting shares for purposes of obtaining a quorum or for a routine matter.

22. All Board Materials, Documents, and Communications between Broadridge and Computershare including corrected vote total from May 1, 2021, to December 31, 2021.

23. All Board Materials, Documents, and Communications between Robert G. Brown and SPAR regarding the shareholder vote or the shareholder meeting.

24. All Board Materials, Documents, and Communications relating to attempts by the Board to determine if the vote was incorrectly counted and/or certified, including any action taken by SPAR to either determine if the vote was irregularly cast or to correct the vote.

25. All legal bills and invoices related to the shareholder meeting on or about April 30, 2021, including obtaining and tallying votes from Broadridge for routine manners, certifying the shareholder vote, and communications with Computershare.

26. All Board Materials, Documents, and Communications regarding the determination of the NYSE on or about May 1, 2021, that the votes in the shareholder meeting were non-routine.

27. All Board Materials, Documents, and Communications regarding requests that the legal bills for 2021 relating to the shareholder meeting be provided to any of the SPAR board committees or any board members including the amount of the bills, when incurred and the details of those legal bills.

28. All Board Materials, Documents, and Communications regarding the Company's response or refusal to provide legal bills to any of the Company's committees or the board.

29. All Board Materials, Documents, and Communications concerning related-party transactions between Michael Matacunas (CEO of SPAR) and any company owned or controlled by his wife.

30. All Board Materials, Documents, and Communications concerning any transactions between Qanta Creative and SPAR (or any prior company combined or merged with Qantm Creative("Qantm")) including all financial payments from SPAR to Qantm and contract and correspondence between Qantm and SPAR.

31. All Audit Committee meeting minutes referencing (a) the relationship between Qantm and SPAR; (b) Mike Matacunas serving as Chairman of Qantm Creative (including any compensation for the position) and (c) discussion or approval of the use of SPAR in Qantm's marketing material.

32. All Board Materials, Documents, and Communications related to any work or correspondence between Qantm and SPAR from 2022-present.

33. All Board Materials, Documents, and Communications regarding public disclosures and/or disclosures to independent auditors of any potential conflict of interest between Qantm and SPAR.

34. All Board Materials, Documents, and Communications regarding any relationship between Michael Matacunas's wife (Jean Matacunas) and Qantm.

35. All Board Materials, Documents, and Communications regarding any relationship between any officers or board members of SPAR on the one hand and Qantm on the other hand.

36. All Board Materials, Documents, and Communications regarding disclosures from Michael Matacunas to the Company's Audit Committee or Board about his relationship with Qantm or any other company in which his family members have an ownership interest or role as an officer.

37. All Board Materials, Documents, and Communications regarding violations of SPAR bylaws from September 1, 2023, to December 31, 2024.

38. All committee or board meeting minutes or other documents discussing the Company's failure to comply with section 3.01 of the bylaws (requiring that the Company maintain 7 board members).

39. Any minutes or documents reflecting modification of section 3.11 of the Company's bylaws from 2022-present.

40. All Board Materials, Documents, and Communications related to the dates and notices for each board meeting since January 1, 2023.

41. All Board Materials, Documents, and Communications relating to the purchase of 1,000,000 SPAR shares directly from Bartels at $1.80/share around August 2024.

42. All Board Materials, Documents, and Communications in which the purchase of Bartels shares of SPAR Group was discussed or approved including any offers to buy shares from any other shareholders of SPAR.

43. All Board Materials, Documents, and Communications reflecting notice of the board meeting called to approve the purchase of the 1,000,000 SPAR shares from Bartels (not including notice from other shareholders) including the agenda.

44. All Board Materials, Documents, and Communications presented to the Board by management showing cash flow for SPAR China from January 1, 2022, to December 31, 2024 or cash flow projections for the Company overall.

45. All Board Materials, Documents, and Communications discussing the cash flow for SPAR China or the Company including all documents discussing errors in the projections.

46. All Board Materials, Documents, and Communications regarding the Company's failure to file a 10-K for 2024 in a timely manner.

47. All Board Materials, Documents, and Communications showing the purchase price for the shares in the subsidiaries in South Africa, Brazil, India and China ("The 4 Subsidiaries").

48. All Board Materials, Documents, and Communications reflecting the allocation of the purchase price of The 4 Subsidiaries, how the purchase price was booked, and the rationale for the allocation of the purchase price.

49. All Board Materials, Documents, and Communications showing discussions between the outside SPAR auditors (BDO) and SPAR from June 1, 2024 to present about how to book the sale of the shares in the 4 subsidiaries.

50. All Board Materials, Documents, and Communications regarding the impact on the CEO bonus based on how the purchase price of The 4 Subsidiaries was booked.

51. All proposed contracts between the CEO and other officers and Highwire if the merger between the Company and Highwire was completed.

52. The shareholder vote total approving the Highwire merger.

53. All Board Materials, Documents, and Communications concerning discussions related to why the Highwire merger was not closing.

54. All Board Materials, Documents, and Communications reflecting why a deadline of May 30, 2025, was set for the Highwire merger.

55. All Board Materials, Documents, and Communications reflecting the Company's failure to issue 2024 10-K.

56. All Board Materials, Documents, and Communications discussing the issuing or delay in issuing the 2024 10-K.

57. All Board and Committee meeting minutes from January 1, 2021 to date.

58. All legal bills incurred by the Company arising out of or relating to the arbitration proceeding regarding the Company's refusal to allow James R. Brown Sr. to serve as a director of the Company.

59. All Board Materials, Documents, and Communications reflecting the Company's due diligence efforts to comply with Section 3.13 (b) of the bylaws requiring 3 super independent directors since January 22, 2022.

60. All Board Materials, Documents, and Communications reflecting the relationship of payments to any members of Mike Matacunas family and all disclosure of any such relationship to the audit committee.

61. All Board Materials, Documents, and Communications reflecting the Company's due diligence on Highwire, Highwire's ability to pay the fee for not completing the merger and the ability of Highwire to finance the transaction.

62. All Board Materials, Documents, and Communications (as previously defined) reflecting the Company's due diligence on the issue of whether Highwire was able to pay the contractually-required penalty in the event the merger transaction was not consummated;.

63. All Board Materials, Documents, and Communications by which the Company reassuring shareholders the Highwire merger would close (through May 10, 2025);

64. All Board Materials, Documents, and Communications relating to the decision to send the termination notice to Highwire on May 20 2025 reflecting that the merger would not occur.

65. All Board Materials, Documents, and Communications reflecting why any directors not reelected at the June 12, 2025 annual shareholder meeting did not resign immediately as required by the Company's by-laws.

66. All Board Materials, Documents, and Communications reflecting how the non-votes at the June 12, 2025 annual shareholders meeting were calculated.

67. All Board Materials, Documents, and Communications reflecting the proposed payment of $250,000 in cash or stock to John Bode and Linda Houston;

68. All Board Materials, Documents, and Communications reflecting the waiver of the penalty owed by Highwire for not completing the merger (including all discussions of the terms of such waiver or modification);

69. All communications with Apollo and all other third parties relating to nominations of candidates to be presented in the Company's proxy statements for election as directors with respect to the Company's annual shareholders meetings in 2024 and 2025.

For purposes of the requested information, the following capitalized terms have the definitions as follows:

(1) "Board Materials" means documents dated January 1, 2022 to the present that were provided at, considered at, discussed at, disseminated, in draft or final form, in connection with, in anticipation of, or as a result of any meeting of the Company's Board (including voting by written consent) or any regular or specially created committee thereof, including, without limitation, all presentations, Board packages, recordings, agendas, summaries, memoranda, charts, transcripts, notes, minutes of meetings, drafts of minutes of meetings, exhibits distributed at meetings, summaries of meetings, and resolutions.

(2) "Documents" shall include, without limitation, a true copy of paper or other thing containing notations or data from which intelligence can be perceived, including, without limitation, letters, correspondence, memoranda, notes, notices, records, phone records, work papers, books, ledgers, drawings, returns, written instruments, checks, telegrams, recordings, photographs, telephone conversations and calls, memoranda of telephone conversations and calls, memoranda of conferences, interoffice, interdepartmental and inter-corporate memoranda, solicitations for and/or requests for quotation, quotations, purchase orders, purchase agreements, invoices, and all other writings, text and instant messages in any form (e.g., iMessage, Slack, WhatsApp, or other messaging software or application), typings, printings, drafts, copies, reproductions, data sheets, graphs, audio or video tapes or other media of whatever type or format, computer data, and/or charts in the possession, custody, and/or control of the Company.

(3) "Communications" shall mean any manner of transmitting or receiving information, opinions, or thoughts-including, but not limited to, correspondence, emails, text and instant messages in any form (e.g., iMessage, Slack, WhatsApp, or other messaging software or application), memoranda, facsimiles, telegrams, telecopies, and releases.

IMPORTANT NOTICES:

THE FOREGOING INFORMATION MAY BE DISSEMINATED TO THE PUBLIC AND COMPANY SHAREHOLDERS VIA TELEPHONE, U.S. MAIL, E-MAIL, CERTAIN WEBSITES AND CERTAIN SOCIAL MEDIA VENUES, IN ADDITION TO THIS PRESS RELEASE. THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS A RESEARCH REPORT OR INVESTMENT ADVICE.

Disclaimers

The views expressed herein are those of Mr. Brown as of the date referenced and are subject to change at any time based on market or other conditions. These views are not intended to be a forecast of future events or a guarantee of future results. These views may not be relied upon as investment advice. The information provided in this material should not be considered a recommendation to buy or sell any of the securities mentioned. It should not be assumed that investments in such securities have been or will be profitable. This document is rendered solely for informational purposes.

For questions regarding the matters set forth above, please contact Robert Brown via email at rbrown6@msn.com.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/258513

FAQ

What is the purpose of Robert G. Brown's books and records demand to SPAR Group (SGRP)?

Brown's demand under Section 220 of Delaware General Corporate Law aims to investigate possible breaches of fiduciary duty by SPAR Group's Board of Directors and management.

What key documents did Robert Brown request from SPAR Group (SGRP)?

The request covers board materials, financial statements, merger-related documents, shareholder meeting minutes, and documentation about related-party transactions from 2021 to present.

What happened with SPAR Group's (SGRP) Highwire merger transaction?

The Highwire merger was terminated, with documents requested regarding the merger's failure to close, the May 30, 2025 deadline, and discussions about waiving the contractually-required penalty.

What concerns were raised about SPAR Group's (SGRP) CEO Michael Matacunas?

The document request seeks information about potential related-party transactions between companies owned by the CEO's wife and any undisclosed relationships with Qantm Creative.

What corporate governance issues are being investigated at SPAR Group (SGRP)?

The investigation covers bylaw violations, board composition requirements, director independence, and issues related to shareholder meetings and vote tallying.