Independent
Tenure on this board
19.4 yrs
5 nominees · 4 ballot items.
Elect five directors; ratify CBIZ CPAs P.C. as auditors; approve an amendment to increase authorized common stock to 95 million shares; and approve, on an advisory basis, executive compensation.
Elect five directors to serve until the next annual meeting.
Ratify CBIZ CPAs P.C. as the Company’s independent auditors for the fiscal year ending December 31, 2026.
Approve an amendment to the Certificate of Incorporation to increase authorized common stock from 47.5 million to 95 million shares to provide flexibility for corporate needs.
Proposal 3 requests shareholder approval to amend Atomera’s Certificate of Incorporation to increase the authorized common stock from 47.5 million to 95 million shares (a total authorized share count of 97.5 million including preferred). Management frames the increase as a means to provide flexibility to support corporate actions such as stock dividends, equity awards under compensation plans, stock splits, financings, and potential strategic transactions including mergers and acquisitions. The board notes there are only approximately 3.98 million unissued and unreserved shares remaining as of March 11, 2026, creating a potential constraint on the company’s ability to act without seeking a special meeting. The newly authorized shares would be identical to existing common shares and issuable at the board’s discretion, which could lead to dilution when issued; management explicitly acknowledges such dilution risks while emphasizing operational and financing flexibility. The board recommends a vote FOR, arguing the amendment is not intended as an anti-takeover measure and is standard practice for maintaining corporate flexibility. Shareholders should weigh the immediate absence of dilution against the possibility of future dilution from share issuances and consider the company’s need for financing and equity incentives given its stage of commercialization and capital needs.
Non-binding, advisory approval of the compensation of the named executive officers as disclosed in the proxy statement.
Proposal 4 requests an advisory (non-binding) vote to approve the executive compensation disclosed in the proxy. Management is seeking shareholder endorsement of its pay practices, which combine base salary, annual cash incentive bonuses tied to corporate objectives, and long-term equity awards including time-based RSUs, performance-based RSUs tied to relative TSR, and performance stock options with stock price hurdles. The Compensation Committee’s rationale is that these elements align executives’ incentives with long‑term shareholder value while conserving cash through equity-heavy pay and using discretion to adjust payouts (as occurred in 2025 when cash bonuses were reduced due to customer setbacks). A vote in favor would signal shareholder support for the committee’s approach, while a vote against could prompt the committee to reevaluate plan design. Given the company’s size, commercialization stage, and need to retain executive talent, the Board recommends a FOR vote but notes the advisory nature of the vote and that it will consider feedback when setting future compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AVENIR CORP | 3.77% | 1,461,415 | $6M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.33% | 1,288,161 | $5M |
| 3 | Baird Financial Group, Inc. | 3.30% | 1,277,680 | $5M |
| 4 | BlackRock, Inc. | 2.92% | 1,129,924 | $4M |
| 5 | BlackRock, Inc. | 2.76% | 1,069,224 | $4M |
| 6 | D. E. Shaw Co., Inc.Activist | 2.52% | 975,623 | $4M |
| 7 | CITADEL ADVISORS LLC | 2.39% | 924,682 | $4M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.70% | 658,147 | $3M |
| 9 | Quantum Private Wealth, LLC | 1.55% | 598,309 | $2M |
| 10 | HOLLENCREST CAPITAL MANAGEMENT | 1.54% | 597,199 | $2M |
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