Not independent
Tenure on this board
8.6 yrs
2 nominees · 4 ballot items.
Four matters: (1) election of two Class II directors (Ann Marie Sastry and Barbie Brewer); (2) ratification of Novogradac & Company LLP as independent auditors for fiscal 2026; (3) approval of an amendment to the 2018 Equity Incentive Plan to add 1,000,000 shares and increase incentive stock option capacity by 1,000,000 shares; and (4) approval under Nasdaq Rule 5635(d) to permit issuance of up to 2,787,464 shares upon exercise of Series A-1 and Series A-2 warrants.
Elect two Class II directors (Ann Marie Sastry and Barbie Brewer) to serve three-year terms or until their successors are elected and qualified.
Ratify the Audit Committee’s selection of Novogradac & Company LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026.
Approve an amendment to the Company’s 2018 Equity Incentive Plan to (i) increase the number of shares available for issuance under the Plan by 1,000,000 shares and (ii) increase the number of shares that may be issued pursuant to the exercise of incentive stock options by 1,000,000 shares.
This proposal requests shareholder approval to amend the Company’s 2018 Equity Incentive Plan by adding 1,000,000 shares to the plan reserve and increasing the portion available specifically for incentive stock options by 1,000,000 shares, which would raise the total authorized issuable shares under the Plan from 1,940,398 to 2,940,398 if approved. Management frames the amendment as necessary to continue granting equity awards that align employee and director interests with long-term stockholder value and to support recruiting and retention at a stage where available share capacity is limited. The Compensation Committee administers the plan and has discretion over award terms; the amendment preserves typical plan features (e.g., grant types, vesting, change-of-control provisions) and continues automatic annual increases for non-ISO awards per plan terms. The proposal carries company-specific governance considerations: directors and executive officers are eligible for awards and some currently receive annual RSU grants, so there is an inherent conflict of interest and potential for dilution that stockholders should weigh. Approving the amendment would increase potential dilution and share overhang, which could affect earnings per share and existing holders’ ownership percentages; the Company discloses the number of outstanding options, RSUs and deferred units to help assess the size of the increase relative to existing commitments. The board’s unanimous recommendation cites the need to maintain an equity currency to incentivize personnel and execute the Company’s growth strategy; opponents would typically point to dilution and urge stricter limits or performance-based triggers. The vote requires a majority of votes cast; management notes that members of management and the board are eligible for awards and thus have a substantial interest in the outcome. In sum, the proposal is a standard compensation-plan refresh to secure grant capacity, with trade-offs between talent incentives and shareholder dilution that sophisticated investors should evaluate in light of the Company’s hiring plans, grant practices, and current equity overhang.
Approve, pursuant to Nasdaq Listing Rule 5635(d), issuance of up to 1,393,732 shares upon exercise of Series A-1 warrants and up to 1,393,732 shares upon exercise of Series A-2 warrants (total up to 2,787,464 shares).
This proposal seeks shareholder approval under Nasdaq Listing Rule 5635(d) to permit the issuance of up to 2,787,464 shares of common stock upon exercise of Series A-1 and Series A-2 warrants issued in a private placement consummated on April 28, 2026. Management completed the private placements (including an insider-led placement) that issued the warrants, and Nasdaq rules require stockholder approval before such warrants can be exercised where the pricing falls below the applicable Minimum Price; until approval is obtained, the warrants are not exercisable. The practical effect of approval is to allow holders to exercise their warrants for cash (or cashless if resale registration is not effective) which could generate up to approximately $5.2 million in gross proceeds if exercised for cash, supporting working capital and operations; failure to approve would prevent exercise and potentially harm near-term liquidity. The filing discloses that certain officers and directors (including the CEO and a director) participated in the insider placement and hold warrants, creating a direct conflict of interest and alignment between management’s financial interest and the proposal outcome; the proxy discloses those holdings. Dilution is material relative to the current outstanding shares (5,852,985 as of the record date): the full exercise would increase outstanding shares by up to approximately 47.6% on a pre-exercise basis, which investors should factor into valuation and voting decisions. The warrants include customary beneficial ownership limits (4.99% default) and time-limited expirations, and can be exercised cashless in the absence of an effective resale registration statement, which could increase share issuances without cash proceeds. The board recommends FOR on the grounds that approval enables access to committed funding and fulfills the registration and financing arrangements entered into in April 2026, but stockholders should weigh the immediate liquidity benefits against near-term dilution and insider participation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Focus Partners Wealth | 2.8% | 166,016 | $305K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.8% | 47,725 | $88K |
| 3 | STATE STREET CORP | 0.5% | 31,595 | $58K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.5% | 30,201 | $56K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 13,761 | $25K |
| 6 | XTX Topco Ltd | 0.2% | 10,153 | $19K |
| 7 | OSAIC HOLDINGS, INC. | 0.2% | 10,000 | $18K |
| 8 | JPMORGAN CHASE CO | 0.1% | 5,904 | $11K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 5,854 | $11K |
| 10 | Tower Research Capital LLC (TRC | 0.0% | 1,751 | $3K |
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