Not independent
Tenure on this board
0.8 yrs
Also a director at
Hut 8 Corp (HUT)
5 nominees · 3 ballot items.
Elect Asher Genoot as Class I director; ratify KPMG LLP as independent registered public accounting firm; and approve a charter amendment to permit the board to effect a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-40.
Elect Asher Genoot to serve as a Class I director for a three-year term expiring at the 2029 Annual Meeting.
Ratify the audit committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Company’s charter to permit the board, in its discretion, to effect a reverse stock split of outstanding common stock at a ratio between 1-for-5 and 1-for-40 without reducing authorized shares.
The proposal asks shareholders to approve a charter amendment that would permit the board to effect a reverse stock split of the Company’s common stock at a ratio selected by the board between 1-for-5 and 1-for-40. Management seeks this discretionary authority to raise the per-share trading price—particularly for the Class A shares—to improve market perception among institutional investors and to reduce the risk of non-compliance with Nasdaq’s minimum bid price requirements. The board frames the split as a tool to increase investability, reduce restrictions imposed by broker-dealer internal policies on low-priced stocks, and provide greater flexibility to effect future equity financings at more viable price levels. If approved by shareholders, the board retains discretion whether to implement the split at all and which ratio within the approved range to select, and it may abandon implementation prior to filing the Certificate of Amendment. The proposal contemplates proportionate adjustments to outstanding equity awards, reserved plan shares, and warrants, and provides for cash payments in lieu of fractional shares by aggregating and selling fractional interests through the transfer agent. Approval requires a supermajority vote of 66 2/3% of voting power; the board recommends a “FOR” vote and explains that effectiveness would be timed to market conditions, Nasdaq compliance, and other factors. The board also discloses potential downsides: the split may not achieve the intended price improvement, could reduce liquidity by decreasing outstanding share count and increasing odd-lot ownership, and could be seen negatively by some investors. The amendment would not reduce authorized shares, which would increase available unissued shares on a proportional basis and could facilitate future issuances but also create potential dilution and an ‘‘anti-takeover’’ effect if used defensively. Overall, the board positions the measure as a governance-level tool to restore a higher per-share trading level and preserve listing and capital-raising flexibility, while retaining discretion to calibrate timing and ratio based on market and company-specific conditions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 0.3% | 3,382,563 | $3M |
| 2 | HRT FINANCIAL LP | 0.3% | 3,131,876 | $3M |
| 3 | Providence Capital Advisors, LLC | 0.2% | 2,496,762 | $2M |
| 4 | JANE STREET GROUP, LLC | 0.2% | 1,871,780 | $2M |
| 5 | CITADEL ADVISORS LLC | 0.2% | 1,765,180 | $2M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 0.2% | 1,719,200 | $2M |
| 7 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 0.2% | 1,652,785 | $2M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 0.1% | 1,488,345 | $1M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 1,385,583 | $1M |
| 10 | PNC FINANCIAL SERVICES GROUP, INC. | 0.1% | 874,972 | $808K |
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