Sieve Capital urges vote vs Americold chairman (NYSE: COLD) ahead of May 18 meeting

Rhea-AI Filing Summary

Americold Realty Trust receives an exempt solicitation from shareholder Sieve Capital urging shareholders to vote AGAINST Chairman Mark Patterson at the 2026 Annual Meeting. Sieve cites Glass Lewis and Egan-Jones recommendations, alleging prolonged underperformance, weak board accountability and interlocks between Mr. Patterson and Director Andy Power.

Sieve states it is not soliciting proxies and will not accept proxy cards; the press release is dated May 11, 2026, and the Annual Meeting is slated for May 18, 2026.

Insights

Corporate Governance Analyst

Proxy advisory alignment increases public pressure on board composition.

Two independent proxy advisory firms—Glass Lewis and Egan-Jones—are reported to recommend voting against the reelection of the chairman. Such recommendations are typically influential among institutional investors and can materially raise the prominence of governance concerns.

Documented concerns focus on board accountability and alleged long-term interlocks between directors. Subsequent shareholder votes and institutional responses in proxy filings will indicate whether governance change is forthcoming.

Investor Relations Specialist

Shareholder communication emphasizes governance themes and requests a vote outcome.

The communication is an exempt solicitation under Rule 14a-6(g) and explicitly disclaims accepting proxy cards. It frames voting against the chairman as a mechanism to address alleged underperformance and disclosure issues.

Market and shareholder reaction depend on institutional voting patterns at the May 18, 2026 Annual Meeting and any company responses in subsequent filings.

Key Terms

exempt solicitation, proxy advisory firm, proxy card, boardroom interlocks, +1 more

5 terms

exempt solicitation regulatory

"NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g)"

An exempt solicitation is a request for shareholder votes or support that is allowed to be distributed without following the full, formal proxy filing process required by securities regulators. Think of it like handing out flyers at a meeting instead of running a fully registered ad campaign: it’s a quicker, lower‑burden way for a party to persuade investors, but it can still influence corporate control or decisions, so investors should note who is behind it and assess possible bias or incomplete information.

proxy advisory firm financial

"Leading Independent Proxy Advisory Firm Glass Lewis Joins Egan-Jones"

A proxy advisory firm researches issues that shareholders will vote on—such as electing directors, executive pay, or mergers—and issues plain-language recommendations on how investors should cast those votes. Their reports act like a trusted guide or coach for busy institutional and retail investors; because large holders often follow these recommendations, the firms can influence corporate decisions and therefore a company’s governance, risk profile and potentially its stock price.

proxy card regulatory

"Please DO NOT send us your proxy card"

A proxy card is a document that allows shareholders to give someone else the authority to vote on their behalf at a company’s meeting. Think of it as a permission slip that ensures a shareholder’s interests are represented even if they cannot attend in person. For investors, proxy cards are important because they influence company decisions and governance, giving them a way to participate indirectly.

boardroom interlocks corporate governance

"boardroom interlocks and insular thinking seem to be a hallmark"

exempt solicitation under Rule 14a-6(g) regulatory

"Written material is submitted pursuant to Rule 14a-6(g)(1)"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

NOTICE OF EXEMPT SOLICITATION
Submitted Pursuant to Rule 14a-6(g)

(Amendment No. ___)

1. Name of the Registrant:

Americold Realty Trust, Inc.

2. Name of person relying on exemption:

Sieve Capital LLC

3. Address of person relying on exemption:

7350 Midbury Dr.

Dallas, TX 75230

4. Written materials. The following written material is attached:

Press Release, dated May 11, 2026.

Written material is submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. This is not a solicitation of authority to vote your proxy. Sieve Capital LLC (collectively with its affiliates, “Sieve”) is not asking for your proxy card and will not accept proxy cards if sent. The cost of this filing is being borne entirely by Sieve.

PLEASE NOTE: Sieve is not asking for your proxy card and cannot accept your proxy card. Please DO NOT send us your proxy card.

(Written material follows on the next page)

Leading Independent Proxy Advisory Firm Glass Lewis
Joins Egan-Jones in Recommending Shareholders
Vote AGAINST Chairman Mark Patterson at Americold’s Annual Meeting

Cites That Glass Lewis Identifies Patterson as “The Clearest Focal Point for Shareholder Concern”

Firm’s Report Highlights Americold’s Prolonged Underperformance, Poor Board Accountability and Long-Term Strategic Missteps

Questions Director Andy Power’s Independence Given Overlapping Directorships at Digital Realty and Long-Term Interlocks With Mr. Patterson

DALLAS--(BUSINESS WIRE)--Sieve Capital LLC (collectively with its affiliates, “Sieve” or “we”), a shareholder of Americold Realty Trust, Inc. (“Americold” or the “Company”) (NYSE: COLD), today announced that a second independent proxy advisory firm, Glass, Lewis & Co. (“Glass Lewis”), has joined Egan-Jones Proxy Services (“Egan-Jones”) in recommending that Americold shareholders vote AGAINST the reelection of long-tenured Chairman Mark Patterson at the Company’s upcoming 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on May 18, 2026.

In its report, Glass Lewis states the following regarding the case for removing Chairman Mark Patterson from the Board:¹

● “[Patterson’s] role as chair, his long tenure as chair of the nominating and corporate governance committee, his recurring high levels of shareholder opposition, and the external governance concerns raised in connection with Digital Realty and Paramount, make him the clearest focal point for shareholder concern.”

● “[T]he Company has significantly underperformed its broader peers across most of the selected timeframes, including throughout Patterson’s seven-plus year tenure as chair, during which time Power has also been a director.”

● “[T]he broader pattern of leadership turnover raises questions regarding not only the durability of the board’s succession planning, but also its ability to identify, evaluate and select leadership capable of addressing Americold’s operational and strategic challenges. Those concerns are heightened by the limited public disclosure regarding the process that led to Chambers’ elevation, including whether the board seriously considered external candidates before selecting an internal executive.”

● “At Digital Realty, Patterson sits on a board committee that has influence over [Andy] Power’s compensation as CEO. At Americold, Power is a fellow director being asked to exercise independent judgment on matters that may directly implicate Patterson’s board leadership, including Patterson’s role as chair, the board’s responsiveness to shareholder concerns and the Company’s current review process.”

● “Even if Power satisfies formal independence standards, the governance question is whether shareholders can reasonably expect fully independent oversight where one director has influence over another director’s compensation and executive standing at a different public company… given that the [Laurence Chapman resignation] letter describes the same Patterson-Power relationship in the context of alleged informal influence over CEO succession and board process at another public company, it reasonably heightens concern that the interlock here may present more than a theoretical governance issue.”

¹ Permission to use quotations from Glass Lewis was neither sought nor obtained.

● “[T]he Company’s commentary did not suggest that it is running, or has run, a broad process to solicit a whole-company sale. The more relevant question may therefore be whether shareholders can have sufficient confidence that the board tested the EQT JV against all available paths to value creation, rather than pursuing a narrower deleveraging strategy that may preserve the current structure without fully addressing the Company’s valuation, leverage and governance concerns.”

Gavin Richey, Managing Member of Sieve, commented:

“The report from Glass Lewis validates many of the concerns shareholders have regarding Americold’s prolonged underperformance, weak oversight and mounting governance failures under Chairman Patterson. Importantly, the report underscores serious concerns regarding the longstanding relationship between Chairman Patterson and Director Power and whether shareholders can reasonably expect independent oversight under the present circumstances. Indeed, it appears that boardroom interlocks and insular thinking seem to be a hallmark of Chairman Patterson’s career.

When one factors in the widespread recognition of Chairman Patterson’s issues at Americold, Digital Realty and Paramount Group, we believe voting against him at the Annual Meeting is key to reorienting the Board to focus on enhanced governance, improved disclosure and the best interests of shareholders – not the interests of two real estate industry insiders. Based on the situation before us, we believe the issues that continue to erode the foundation of sustainable value creation at Americold are compounding and, in turn, need to be addressed at this Annual Meeting.”

About Us

Sieve Capital is a private investment firm that pursues opportunities across public and private markets through fundamental research. Contact us at www.sievecap.com.

This is not a solicitation of authority to vote your proxy. Do not send us your proxy card. Sieve is not asking for your proxy card and will not accept proxy cards if sent. Sieve is not able to vote your proxy, nor does this communication contemplate such an event.

The views expressed in this release should not be construed as investment advice and are not intended to be a forecast of future events or a guarantee of future results. The opinions provided in this release are for general information only and should not be considered a recommendation to buy or sell any of the Company’s securities. It should not be assumed that investments in such securities have been or will be profitable. The information contained in this release has been prepared from sources believed reliable but is not guaranteed by us as to its timeliness or accuracy, and is not a complete summary or statement of all available data.

Contacts

Gavin Richey

gavin@sievecap.com

FAQ

What action is Sieve Capital requesting for Americold (COLD)?

Sieve Capital requests shareholders to vote AGAINST the reelection of Chairman Mark Patterson at the Annual Meeting on May 18, 2026. The firm cites recommendations from Glass Lewis and Egan-Jones to support this voting position.

Will Sieve Capital accept proxy cards for the Americold vote?

No. Sieve Capital states it is not soliciting proxy authority and will not accept proxy cards. The notice explicitly instructs shareholders not to send proxy cards to Sieve and that it cannot vote on shareholders' behalf.

Which proxy advisory firms are cited in Sieve Capital's release?

The release cites recommendations from Glass Lewis and Egan-Jones Proxy Services, stating both recommend voting against Americold's Chairman. Sieve says Glass Lewis identifies Patterson as a focal point for shareholder concern.

What governance concerns does Sieve Capital raise about Americold?

Sieve highlights alleged prolonged underperformance, weak board accountability, long-term strategic missteps, and potential boardroom interlocks between Chairman Patterson and Director Andy Power as core governance concerns.