Independent
Tenure on this board
0.6 yrs
Also a director at
Pmgc Holdings Inc (ELAB)
4 nominees · 5 ballot items.
Election of four directors; ratification of Deloitte as independent auditor; approval of a reverse stock split amendment (1-for-5 to 1-for-20) giving the Board discretion to implement; advisory “say-on-pay” approval of named executive officer compensation; and adjournment to solicit additional proxies if needed for the reverse split.
Elect four directors to the Board for one-year terms.
Ratify appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve amendment to Charter to authorize reverse stock split of common stock at a ratio between 1-for-5 and 1-for-20 and grant Board discretion to implement the split and choose ratio prior to July 31, 2026.
The Board is asking shareholders to approve an amendment enabling a reverse stock split of common shares at any ratio between 1-for-5 and 1-for-20 and to grant the Board discretion to decide whether and when to implement it before July 31, 2026. Management seeks shareholder approval because Nasdaq notified the company of a bid-price deficiency; a reverse split would raise the per-share price to help meet Nasdaq’s $1.00 minimum bid requirement and reduce risk of delisting. The proposal also aims to make the stock more attractive to institutional investors and facilitate future capital raises by increasing authorized but unissued shares relative to outstanding shares. The Board will determine the exact ratio based on market conditions and other factors and may choose not to implement the split even if approved; fractional shares will be cashed out. The Board recommends a vote FOR, citing potential to regain Nasdaq compliance and to improve marketability, but warns that a reverse split may not succeed in raising market cap, could reduce liquidity, cause odd lots, and enable future dilution because authorized shares remain unchanged.
Advisory (say-on-pay) vote to approve executive compensation disclosed in the proxy statement.
This non-binding, advisory proposal asks shareholders to approve the overall compensation of the company’s named executive officers as disclosed in the proxy statement. Management and the Compensation and Human Capital Committee frame pay as tied to short- and long-term strategic goals and designed to align executives’ interests with shareholders while avoiding excessive risk. The proposal is advisory only and will not bind the Board, but the Board will consider voting results when making future compensation decisions. The Board recommends a vote FOR.
Approve adjournment of the Annual Meeting, if necessary, to solicit additional proxies to obtain sufficient votes for the Reverse Stock Split.
This management proposal seeks authority to adjourn the meeting to solicit additional votes if there are insufficient votes to approve the Reverse Stock Split. The adjournment would provide the Company with time to continue outreach and obtain the vote threshold needed for the reverse split, thereby increasing the likelihood the Board could implement the split to address Nasdaq compliance. The Board recommends voting FOR to preserve flexibility and the ability to secure necessary shareholder support.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 2.2% | 114,247 | $99K |
| 2 | TWO SIGMA INVESTMENTS, LP | 1.8% | 92,801 | $80K |
| 3 | EPIQ PARTNERS, LLC | 1.7% | 89,000 | $77K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 53,764 | $47K |
| 5 | BlackRock, Inc. | 0.9% | 47,528 | $41K |
| 6 | CITADEL ADVISORS LLC | 0.7% | 34,028 | $29K |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 0.5% | 23,371 | $20K |
| 8 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.2% | 11,908 | $10K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 10,649 | $9K |
| 10 | Tower Research Capital LLC (TRC | 0.1% | 4,089 | $4K |
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