Not independent
Tenure on this board
New nominee
3 nominees · 1 ballot item.
Advisory non-binding ratification of the Board’s preliminary determination that the Knighted Group became an “Acquiring Person” under the Rights Agreement and that the triggering of the Rights Agreement by the Knighted Group was not inadvertent.
A non-binding, advisory vote asking stockholders to (i) approve the Board’s preliminary determination that Knighted Pastures LLC and Roy Choi, acting with Naomi Choi and Yiu‑Ting So (the Knighted Group), became an “Acquiring Person” under the Company’s Rights Agreement, thereby constituting a triggering event, and (ii) find that such triggering was not inadvertent.
This advisory proposal asks stockholders to ratify the Board’s preliminary factual determination that Knighted Pastures LLC and Roy Choi, together with Naomi Choi and Yiu‑Ting So (the Knighted Group), became an “Acquiring Person” under Allied’s Rights Agreement and to find that the triggering of the Rights Agreement by that group was not inadvertent. Management is presenting this as a non‑binding, advisory question to solicit shareholder input before the Board makes any final determination or takes any rights‑plan action. The Rights Agreement (a shareholder rights plan or “poison pill”) is designed to protect all shareholders by diluting a party that acquires control without paying a control premium; if the Board finalizes a determination that the Rights Agreement was triggered, rights held by the Knighted Group would become void and the Board could effect a flip‑in or an exchange that would materially dilute the Knighted Group’s holdings. This proposal arises in the context of pending litigation and a preliminary federal court order finding Allied has shown a reasonable likelihood that the Knighted parties formed a group under Section 13(d), and the Board is seeking shareholder views given the high governance sensitivity and potential for materially altering control. The Board has chosen not to recommend a vote either for or against, stating it will consider stockholder sentiment together with its fiduciary duties in any final determination, which signals management’s desire to preserve flexibility while obtaining legitimacy from stockholder feedback. A vote in favor would signal shareholder support for the Board’s preliminary view and could make it more likely the Board will finalize triggering relief under the Rights Agreement; a vote against would indicate shareholder skepticism and could constrain or counsel against aggressive Rights Agreement remedies. The proposal is advisory only and does not, by itself, change the Rights Agreement’s legal operation; however, the Board intends to factor the advisory vote into its deliberations, making the outcome politically and procedurally meaningful. Given the legal and transactional consequences (possible cancellation of rights held by the Knighted Group, flip‑in issuance or exchange of shares, and potential reloading of the plan), shareholders should view the vote in light of both immediate governance control effects and longer‑term shareholder value considerations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Corient Private Wealth LLC | 3.50% | 1,337,696 | $524K |
| 2 | Composition Wealth, LLC | 1.44% | 549,500 | $215K |
| 3 | VANGUARD GROUP INC | 1.08% | 412,773 | $162K |
| 4 | BlackRock, Inc. | 1.01% | 385,463 | $151K |
| 5 | TWO SIGMA INVESTMENTS, LP | 0.61% | 234,336 | $92K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.45% | 172,515 | $68K |
| 7 | BANK OF AMERICA CORP /DE/ | 0.42% | 160,000 | $63K |
| 8 | STATE STREET CORP | 0.27% | 102,948 | $40K |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 0.18% | 69,192 | $27K |
| 10 | VANGUARD GROUP INC | 0.17% | 65,830 | $26K |
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