Independent
Tenure on this board
3.1 yrs
3 nominees · 5 ballot items.
Election of three Class III directors; ratification of Deloitte & Touche LLP as independent auditor for 2026; advisory (“say-on-pay”) vote to approve 2025 executive compensation; approval of amendment to increase shares under the 2017 Omnibus Incentive Plan; approval of amendment to increase shares under the 2021 Employee Stock Purchase Plan.
Elect three Class III directors (Gary P. Fischetti, John B. Henneman, III, and Stephen D. Griffin) to hold office until the 2029 Annual Meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Anika’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory approval of the Company’s 2025 executive compensation (as disclosed in the proxy statement).
Approve the Seventh Amended 2017 Omnibus Incentive Plan to increase authorized shares by 475,000 from 5,760,000 to 6,235,000 and otherwise continue plan terms.
Proposal 4 seeks stockholder approval to amend Anika’s 2017 Omnibus Incentive Plan to add 475,000 shares to the plan’s reserve, increasing the total authorized shares from 5,760,000 to 6,235,000. Management frames the request as necessary to preserve the company’s ability to attract, incent, and retain employees and directors by enabling future equity awards as part of competitive compensation packages, particularly given recent portfolio refocusing and the need to fund long-term incentive programs tied to strategic priorities. The board emphasizes that equity compensation aligns employee interests with stockholders and is preferable to increasing cash compensation; they note the use of both performance-based and time-vesting awards and that some awards were structured to be settled in cash due to plan share constraints. The amendment is presented as a modest increase (3.3% of fully diluted shares as of April 21, 2026), and the board discloses historical equity usage, fungible share counting rules, and safeguards such as limits on repricing and per-director annual award caps. If stockholders do not approve the increase, management warns that available shares could be exhausted in early 2027, potentially requiring cash settlement of phantom awards or higher cash compensation to retain talent. The board recommends a vote FOR, citing competitive recruiting and retention needs, alignment with long-term shareholder value creation, and administrative flexibility to continue making equity grants aligned with strategic objectives.
Approve an amendment to increase shares reserved under the 2021 Employee Stock Purchase Plan by 200,000 from 200,000 to 400,000 to continue the ESPP.
Proposal 5 requests stockholder approval to amend Anika’s 2021 ESPP by adding 200,000 shares to the plan reserve, increasing the total authorized from 200,000 to 400,000 shares. Management states the increase is necessary because remaining shares are expected to be fully utilized on the upcoming purchase date, and the ESPP is viewed as an important broad-based employee ownership and retention tool. The board explains the ESPP’s structure (6-month offering periods, 85% of the lower of start or exercise price) and argues that the ESPP fosters employee alignment with long-term stockholder interests, is a cost-effective retention vehicle, and that without the share increase the ESPP would be suspended. The board recommends a vote FOR, citing the benefits of continued broad-based participation and alignment with stockholders’ interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Caligan Partners LPActivist | 10.8% | 1,435,130 | $21M |
| 2 | BlackRock, Inc. | 4.8% | 645,150 | $9M |
| 3 | MORGAN STANLEY | 4.7% | 624,017 | $9M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 4.6% | 606,544 | $9M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 605,777 | $9M |
| 6 | BOOTHBAY FUND MANAGEMENT, LLC | 4.0% | 529,503 | $8M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 3.8% | 502,217 | $7M |
| 8 | BlackRock, Inc. | 3.4% | 453,962 | $7M |
| 9 | CAPITAL MANAGEMENT CORP /VA | 3.4% | 447,721 | $6M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 3.3% | 443,849 | $6M |
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