Not independent
Tenure on this board
8.8 yrs
8 nominees · 1 ballot item.
Approve a series of alternate amendments to the restated certificate of incorporation to authorize the Board to implement a reverse stock split of common stock at a ratio between 1-for-10 and 1-for-50, inclusive.
Authorize the Board to implement, at its option and within one year, a reverse stock split of the company’s common stock at a ratio selected by the Board between 1-for-10 and 1-for-50, inclusive, by approving a series of alternate amendments to the restated certificate of incorporation.
This management proposal asks stockholders to approve a series of alternate amendments to the company’s certificate of incorporation that would authorize the Board, at its sole discretion and within one year following approval, to implement a reverse stock split of the common stock at a ratio chosen from between 1-for-10 and 1-for-50. Management is pursuing shareholder authorization principally to provide the Board with flexibility to cure a Nasdaq deficiency related to the company’s closing bid price (below the $1.00 minimum) and thereby avoid potential delisting, as described in Nasdaq notices to the company. The Board also cites potential benefits in marketability and liquidity, reduced trading volatility associated with low-priced stocks, and the ability to effectively increase authorized but unissued shares for future corporate and financing uses. The proposal is structured as a set of alternate amendments so the Board can select a single ratio later without needing a second shareholder vote, and it explicitly allows the Board to abandon implementation even if authorized. Key practical effects include uniform reduction of outstanding shares, proportional adjustments to options, RSUs and warrants (including exercise price increases and share count reductions), no issuance of fractional shares (holders entitled to fractional shares will be rounded up to a whole share), and possible assignment of a new CUSIP and temporary “D” suffix on the trading symbol. The Board acknowledges material risks: a reverse split may not raise the per-share market price proportionally or sustainably, liquidity could decline and transaction costs for odd lots may increase, and the effective increase in available authorized shares could have anti-takeover implications. The proposal is presented as a routine matter under NYSE rules for broker discretionary voting; approval requires a majority of votes cast. The Board recommends voting FOR, arguing that the potential to regain and maintain Nasdaq compliance and avoid delisting outweighs the risks and drawbacks described in the proxy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FEDERATED HERMES, INC. | 8.68% | 8,509,678 | $5M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.88% | 3,808,091 | $2M |
| 3 | Kalehua Capital Management LLC | 3.65% | 3,576,334 | $2M |
| 4 | GSA CAPITAL PARTNERS LLP | 3.52% | 3,454,863 | $2M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 2.64% | 2,591,397 | $2M |
| 6 | FMR LLC | 2.52% | 2,471,418 | $1M |
| 7 | BlackRock, Inc. | 1.63% | 1,596,195 | $953K |
| 8 | UBS Group AG | 1.36% | 1,330,780 | $794K |
| 9 | MORGAN STANLEY | 1.35% | 1,325,798 | $791K |
| 10 | TWO SIGMA INVESTMENTS, LP | 1.27% | 1,245,147 | $743K |
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