Not independent
Tenure on this board
0.8 yrs
7 nominees · 3 ballot items.
Three proposals: (1) election of seven directors to the Board, (2) ratification of L J Soldinger Associates, LLC as the Company’s independent registered public accounting firm for fiscal 2025, and (3) approval to grant the Board authority to adjourn the Annual Meeting to another place, date, or time to solicit additional votes if deemed necessary.
Elect seven directors (Zachary Witkoff, Tony Isaac, Zak Folkman, Nael Hajjar, John Bitar, Dr. Adel ElMessiry, Ph.D., and Tim Stanley) to serve one-year terms until the 2026 annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of L J Soldinger Associates, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2025.
Authorize the Board to adjourn the Annual Meeting to another place, date, or time if the Board deems adjournment necessary or appropriate (primarily to allow additional solicitation of votes, including from stockholders who have previously voted).
This management proposal requests shareholder authorization to permit the Board to adjourn the Annual Meeting to another date, time, or place if the Board determines adjournment is necessary or appropriate. The stated purpose is pragmatic: to obtain additional time to solicit votes — including from stockholders who have already returned proxies — if doing so is necessary to secure approval of Proposals Nos. 1 (election of directors) and 2 (ratification of auditors). The proposal is routine in mechanics but can be strategically significant because it allows the Board to extend the voting period and to continue outreach to beneficial owners, which could materially affect the outcome in a close vote where broker non-votes or abstentions are present. The required vote is a simple majority of votes cast, and the proxy materials make clear that abstentions and broker non-votes will effectively count against the measure for purposes of passing it. Management recommends a vote FOR, arguing that the authority would enable the Board to ensure adequate shareholder participation and to seek sufficient support for the other two proposals. From a governance perspective, an adjournment power is standard but can be used to influence vote timing and outcome; shareholders should consider whether they are comfortable granting the Board discretion to adjourn and continue solicitations. The company notes no other business is expected, and the adjournment authority would be exercised only if the Board deems it necessary or appropriate, but that remains a subjective standard that grants meaningful discretion to management. In markets where broker non-votes are common, this authority increases management’s practical ability to assemble a favorable vote through additional solicitations, which could be seen as protective of shareholder interests if used to secure quorum and permit decided matters to be voted, or as entrenching if used to delay and re-solicit until a desired outcome is achieved. Given the Board’s stated purpose and the mechanics disclosed, institutional investors evaluating this proposal would weigh the reasonableness of the Board’s discretion against any concerns about timing or influence over contested outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CRCM LP | 9.02% | 12,611,530 | $14M |
| 2 | Diametric Capital, LP | 4.43% | 6,200,620 | $7M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.92% | 5,479,651 | $6M |
| 4 | PRELUDE CAPITAL MANAGEMENT, LLC | 2.11% | 2,950,155 | $3M |
| 5 | BlackRock, Inc. | 1.79% | 2,496,316 | $3M |
| 6 | ExodusPoint Capital Management, LP | 1.61% | 2,254,910 | $3M |
| 7 | Hunting Hill Global Capital, LLC | 1.38% | 1,924,603 | $2M |
| 8 | UBS Group AG | 1.35% | 1,891,618 | $2M |
| 9 | MILLENNIUM MANAGEMENT LLC | 1.08% | 1,508,918 | $2M |
| 10 | CITADEL ADVISORS LLC | 1.01% | 1,413,849 | $2M |
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