Independent
Tenure on this board
14.9 yrs
3 nominees · 5 ballot items.
Election of three Class II directors; ratification of Ernst & Young LLP as independent auditor; approval to amend Certificate of Incorporation to allow Board discretion to effect a reverse stock split between 2:1 and 20:1 within one year if needed for Nasdaq compliance; advisory approval of executive compensation (say-on-pay); approval to adjourn the Annual Meeting to solicit additional proxies if necessary.
Election of three Class II director nominees (Stephen J. Galli, M.D.; Richard I. Steinhart; Tessa Cigler, M.D.) for three-year terms expiring 2029.
Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve amendment to Certificate of Incorporation to permit the Board, within 12 months, to effect a reverse stock split of common stock at a ratio between 2:1 and 20:1 if the Board determines necessary to maintain Nasdaq minimum bid price compliance.
Proposal 3 requests shareholder approval to amend the Company’s Certificate of Incorporation to authorize the Board, within one year of approval, to implement a reverse stock split at a ratio between 2:1 and 20:1, if the Board determines it is necessary or advisable to maintain compliance with Nasdaq’s minimum bid price rule. Management frames the proposal as a precautionary measure to retain Nasdaq listing status and to avoid the delay and cost of a special meeting should a deficiency arise, noting that the Company is currently in compliance but may fall below the $1.00 minimum in the future. The Board outlines potential benefits including improved marketability, liquidity, reduced manipulation risk, and increased authorized shares for corporate flexibility, while acknowledging risks such as potential decreased liquidity, adverse market perception, and anti-takeover implications. If approved, the Board would retain discretion over whether to effect the split, the timing, and the specific ratio within the authorized range; the proposal would allow fractional shares to be cashed out and would have no effect on proportional ownership (except for fractional share treatment). The Board recommends a vote FOR the proposal, asserting it is in the Company’s and stockholders’ best interests based on Nasdaq compliance concerns and investor marketability considerations.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. Management seeks shareholder support to validate its executive pay practices and alignment with pay-for-performance philosophy. The Board recommends a vote FOR and commits to consider the outcome in future compensation decisions, although the vote is not binding. Key context includes the company’s pay philosophy to attract and retain executives, the use of equity awards and bonuses tied to performance goals (including specific 2025 objectives tied to (Z)-endoxifen development), and the Company's prior pay-versus-performance disclosures. A significant vote against could prompt the Compensation Committee to reassess pay practices; however, the proposal does not alter compensation directly.
Approve, if necessary, adjourning the Annual Meeting to solicit additional proxies to obtain sufficient votes for other proposals.
Proposal 5 requests authority to adjourn the Annual Meeting, if necessary, to allow the Company to solicit additional proxies to achieve the votes required to approve other proposals. Management presents this as a procedural measure to avoid an adverse outcome due to insufficient votes at the time of the meeting, and the Board recommends FOR. The proposal is routine and intended to preserve options to continue solicitation efforts; it does not commit the Board to adjournment but authorizes it to do so if deemed appropriate.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 349,096 | $2M |
| 2 | AMERIPRISE FINANCIAL INC | 3.0% | 255,053 | $1M |
| 3 | BlackRock, Inc. | 1.5% | 132,217 | $695K |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 1.3% | 109,007 | $573K |
| 5 | UBS Group AG | 1.1% | 91,968 | $484K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.9% | 77,871 | $410K |
| 7 | MILLENNIUM MANAGEMENT LLC | 0.8% | 66,739 | $351K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.6% | 52,235 | $275K |
| 9 | STATE STREET CORP | 0.5% | 39,761 | $209K |
| 10 | NORTHERN TRUST CORP | 0.2% | 19,224 | $101K |
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