John Schaible
Not independent
Tenure on this board
New nominee
6 nominees · 3 ballot items.
Elect six directors nominated by the Board; approve an amendment to the 2024 Equity Incentive Plan to increase the share reserve by 15,000,000 shares; and ratify Haynie & Company as the independent registered public accounting firm for fiscal year ending June 30, 2026.
Elect six directors nominated by the Board to serve until the next annual meeting.
Approve an amendment to increase the number of shares reserved for issuance under the 2024 Equity Incentive Plan by 15,000,000 shares.
This management proposal seeks shareholder approval to amend the Company’s 2024 Equity Incentive Plan by increasing the number of shares available for awards by 15,000,000 shares, expanding the pool from 58,908 to 15,058,908 shares. Management frames the amendment as necessary to enable competitive equity-based compensation for employees, directors and consultants, arguing the additional shares will support recruitment, retention and incentive objectives as the Company grows. The filing notes the Board and Compensation Committee view equity awards as critical to achieving performance and retention goals and that approval is required to meet NYSE American listing requirements, Section 422 incentive stock option rules, and eligibility for the Regulation U ‘‘plan lender’’ exemption. The Amended Plan includes customary features—broad eligible participant classes, a variety of award types (ISOs, NSOs, SARs, restricted stock, RSUs and stock bonuses), annual share replenishment limits tied to outstanding shares, forfeiture recycling, and Board/compensation committee administration with discretionary ability to set performance goals and other terms. The proposal also discloses specific existing and contemplated grants (including contractual grants to the CEO and President contingent on approval) and contains limits on outside director compensation, recoupment/clawback provisions, and change-in-control and corporate transaction mechanics that could accelerate or cash out awards. From a governance perspective, approval dilutes existing holders substantially given the increase in the share reserve and may enable significant future executive and director awards; however, management ties the increases to recruiting and retention needs and to technical listing and tax compliance requirements. The Board’s recommendation "FOR" is based on these competitive and regulatory rationales; shareholders should weigh the dilution impact and the detailed governance mechanisms (vesting, performance metrics, recoupment, and change-in-control treatment) when assessing the proposal. Overall, the proposal is a typical equity-pool increase designed to provide compensation flexibility but carries meaningful dilutive and governance implications that warrant careful scrutiny by investors.
Ratify the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.04% | 1,564,152 | $311K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.81% | 1,218,913 | $242K |
| 3 | JANE STREET GROUP, LLC | 0.71% | 1,072,827 | $213K |
| 4 | HighTower Advisors, LLC | 0.55% | 833,574 | $166K |
| 5 | UBS Group AG | 0.55% | 824,985 | $164K |
| 6 | JANE STREET GROUP, LLC | 0.53% | 800,724 | $159K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.50% | 747,875 | $149K |
| 8 | NORTHERN TRUST CORP | 0.22% | 332,381 | $66K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.19% | 290,050 | $58K |
| 10 | CARY STREET PARTNERS FINANCIAL LLC | 0.17% | 254,586 | $51K |
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