3 ballot items.
Stockholders are asked to approve the 2026 Equity Incentive Plan, ratify certain equity awards granted since February 16, 2026, and authorize the potential issuance of up to 1,600,653 shares of Common Stock as consideration for proposed Taiwan land acquisitions to comply with Nasdaq Listing Rules.
Approve a new equity incentive plan replacing the terminated 2016 Plan, reserving shares for stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents and other stock-based awards, with a 15% initial share increase and annual 5% evergreen additions.
Proposal 1 asks stockholders to approve ABVC’s 2026 Equity Incentive Plan. The plan is intended to replace the Amended and Restated 2016 Equity Incentive Plan, which the filing says terminated on February 16, 2026. Its stated purposes are to provide eligible employees, directors and consultants with an ownership interest, encourage contributions to company performance, and improve recruitment and retention. The plan permits stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents and other stock-based awards. The proposed share reserve begins with 1,169,201 shares plus 15% of the company’s outstanding common stock on the meeting date. Beginning in 2027, the reserve would also increase annually by 5% of shares outstanding on the preceding December 31, creating a potentially meaningful source of future dilution. The plan includes a two-percent-of-outstanding-shares annual individual limit for many share-denominated awards and a $1 million annual limit for individual performance-award payments. Approval also provides the framework under which certain previously granted awards may be governed if Proposal 2 passes. The Board unanimously recommends a vote FOR, asserting that the plan is in the best interests of the company and stockholders because it supports long-term incentives, alignment and retention.
Ratify aggregate equity awards of 600,000 shares granted to two advisors between February 16 and September 11, 2026, after the 2016 Plan’s stated termination date and in anticipation of the 2026 Plan.
Proposal 2 asks stockholders to ratify equity awards granted between February 16 and September 11, 2026. The awards cover an aggregate of 600,000 common shares issued to two advisors at 50,000 shares per advisor per month for six months. The grants occurred after the stated termination date of the 2016 Plan, creating a technical authorization issue that management seeks to address through ratification. The company says the awards were made in anticipation of the 2026 Amendment and future approval of the 2026 Plan. Management believes the 2026 Amendment effectively provided approval for issuances up to the one-time increase, but is seeking separate ratification as a precaution. If Proposal 1 is approved, the Current Awards would be governed by the 2026 Plan’s terms and conditions. Ratification would allow the awards to remain outstanding according to their existing terms rather than requiring cancellation or restructuring. The company also frames ratification as supporting continuity in its equity-compensation program and alignment with stockholders. The Board unanimously recommends voting FOR because it believes ratification supports retention, incentive alignment and the effectiveness of the awards.
Authorize, for Nasdaq compliance, the potential issuance of up to 1,600,653 shares of Common Stock or exchangeable securities at a price of at least $1.00 per share as consideration for proposed acquisitions of Taoyuan land and Hualien real property in Taiwan.
Proposal 3 asks stockholders to authorize the potential issuance of up to 1,600,653 common shares, or exchangeable securities, at no less than $1.00 per share. The securities would serve as the sole consideration for proposed acquisitions of two Taoyuan land parcels and a Hualien commercial property in Taiwan. The company says the final purchase price and exact share count remain subject to negotiation, and no definitive purchase agreement had been executed when the proxy was filed. The proposed seller is director Shuling Jiang, making the transaction a related-party matter subject to the company’s policies, Audit Committee review and Nasdaq governance requirements. Management seeks approval under Nasdaq Listing Rules 5635(a), (b) and (d), addressing acquisition-related issuances, potential change-of-control implications and issuances that could reach or exceed 20% of outstanding shares or voting power. The company states that the maximum share amount is an authorization ceiling rather than a commitment to issue the full amount, and that the final issuance may be materially lower. Independent appraisal reports valued the properties in aggregate at approximately NT$20.1 million, although the appraisals are intended as valuation references rather than fixed purchase prices. Approval would allow the Board to finalize the transaction within the approved share and pricing limits without returning to stockholders for another meeting. The Board unanimously recommends voting FOR, emphasizing Nasdaq compliance, transaction flexibility and the ability to proceed efficiently once definitive terms are agreed.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.41% | 374,499 | $592K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.68% | 182,500 | $288K |
| 3 | VANGUARD FIDUCIARY TRUST CO | 0.37% | 97,363 | $154K |
| 4 | STATE STREET CORP | 0.27% | 72,800 | $115K |
| 5 | CITADEL ADVISORS LLC | 0.27% | 72,091 | $114K |
| 6 | BlackRock, Inc. | 0.21% | 56,442 | $89K |
| 7 | NORTHERN TRUST CORP | 0.18% | 48,643 | $77K |
| 8 | XTX Topco Ltd | 0.18% | 48,276 | $76K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.17% | 45,542 | $72K |
| 10 | PANAGORA ASSET MANAGEMENT INC | 0.14% | 36,682 | $58K |
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