Not independent
Tenure on this board
3.8 yrs
6 nominees · 1 ballot item.
One management proposal to approve an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio between 1-for-2 and 1-for-25, with the Board authorized to determine whether and when to effect the split and the specific ratio.
Approve an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock at a ratio between 1-for-2 and 1-for-25, with the board authorized to select the exact ratio and timing.
This management proposal asks shareholders to approve a series of alternative amendments to the Company’s Certificate of Incorporation that would permit the Board to implement a reverse stock split of common stock at any whole-share ratio between 1-for-2 and 1-for-25 and to determine whether and when to effect such a split. Management is seeking shareholder approval to give the Board flexibility to select the specific ratio and timing based on market conditions, with the primary stated goal of remedying the Company’s failure to meet Nasdaq’s $1.00 minimum bid price requirement and avoiding potential delisting. The proxy explains that the Board received notice from Nasdaq that the Company’s bid price had been below $1.00 for the requisite period and that the Company also has not filed its Form 10-K, both of which put its Nasdaq listing at risk, so the Board believes a reverse split could immediately raise the per-share price. The proposal also notes ancillary goals: improving marketability to institutional investors that avoid low-priced stocks, reducing perceived volatility and transaction costs associated with low-priced shares, and increasing the number of authorized but unissued shares available for future financings or equity awards. The Board retains discretion to abandon the amendments even if approved and will effect the split only if it determines doing so is appropriate, but shareholders’ approval is required to grant that flexibility. The filing discloses key risks: the reverse split may not proportionately increase market price, may reduce liquidity and increase odd-lot holdings and trading costs, could be perceived negatively by investors, and could have unintended anti-takeover effects by increasing authorized but unissued shares. The mechanics are specified (no fractional shares will be issued; fractional interests will be rounded up to whole shares), and the proposal would not change percentage ownership, par value, or registration under the Exchange Act, though Nasdaq may append a “D” to the ticker temporarily. Approval requires a majority of votes cast, and the Board recommends a vote FOR the proposal based on its assessment that the potential benefits outweigh the risks in the context of avoiding delisting and preserving shareholder value.
| # | 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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