Not independent
Tenure on this board
15.4 yrs
4 nominees · 4 ballot items.
Election of four directors; ratification of independent auditors; advisory approval of executive compensation; approval to amend certificate of incorporation to decrease authorized common shares from 150,000,000 to 50,000,000.
Elect four director nominees (Richard MacPherson, David M. Kaye, Troy Grant, Mitzi H. Coogler) to hold office until successors are elected or earlier resignation/removal.
Ratify appointment of Rosenberg Rich Baker Berman, P.A. as independent registered public accounting firm for year ending December 31, 2026.
Proposal 2 requests ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for fiscal year 2026. Although stockholder ratification is not legally required, management views it as an important governance engagement point and seeks investor feedback. The proposal asks shareholders to approve continued engagement for audit and related services and describes the voting standard (majority of shares present or by proxy). Management discloses prior-year audit fees and indicates the Audit Committee may change auditors regardless of vote. The Board unanimously recommends a FOR vote, emphasizing continuity and confidence in the auditor, while noting that a negative vote would prompt reconsideration by the Audit Committee. The recommendation is standard for routine auditor ratification proposals and carries limited governance implications beyond signaling shareholder confidence in the auditor and its fee arrangements.
Non-binding, advisory approval of the compensation of the Company's named executive officers as disclosed in the proxy statement.
Proposal 3 is a non-binding advisory “say-on-pay” vote asking shareholders to approve the disclosed compensation of named executive officers. Management frames the compensation program as designed to attract, motivate, and retain executives and align with long-term shareholder interests, explaining it is not intended to approve any specific element of compensation but the overall philosophy and practices disclosed. The vote is advisory and the Board will consider the outcome in making future compensation decisions. The Board unanimously recommends a FOR vote. The vote provides shareholders with a governance signal about executive pay; while non-binding, a significant negative outcome could trigger change in compensation practices, heightened shareholder engagement, and potential reputational consequences for management and the compensation committee. Company-specific context includes sizable retention bonuses and employment agreements that extend terms through 2030 for certain executives and material cash and equity awards disclosed in the proxy materials.
Approve an amendment to the Certificate of Incorporation to decrease the number of authorized shares of common stock from 150,000,000 to 50,000,000.
Proposal 4 asks shareholders to approve an amendment to the Certificate of Incorporation reducing the number of authorized common shares from 150 million to 50 million. Management’s rationale is primarily tax-driven: Delaware franchise tax increases with a larger gap between authorized and outstanding shares, and after a recent 1-for-5 reverse split the company’s outstanding shares (~26.3 million) are far below the authorized amount, increasing franchise tax burden. The board argues the proposed 50 million cap balances future capital needs and incentive plan requirements against tax savings. Approving the amendment would enable immediate filing to reduce tax exposure; rejecting it maintains current authorization but continues potentially higher taxes. The Board unanimously recommends a FOR vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HEARTLAND ADVISORS INC | 3.8% | 1,000,000 | $2M |
| 2 | CHAPIN DAVIS, INC. | 2.6% | 686,693 | $1M |
| 3 | Ancora Advisors LLCActivist | 1.6% | 428,686 | $815K |
| 4 | Aristides Capital LLC | 1.6% | 425,000 | $808K |
| 5 | WHITE PINE CAPITAL LLC | 1.1% | 289,173 | $549K |
| 6 | Sigma Planning Corp | 0.2% | 52,412 | $100K |
| 7 | ARS Investment Partners, LLC | 0.2% | 51,100 | $97K |
| 8 | CITADEL ADVISORS LLC | 0.2% | 50,994 | $97K |
| 9 | Focus Partners Wealth | 0.2% | 42,700 | $81K |
| 10 | Diametric Capital, LP | 0.2% | 41,685 | $78K |
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