Independent
Tenure on this board
3.0 yrs
3 nominees · 3 ballot items.
Elect three Class A directors; ratify Weaver and Tidwell, LLP as independent auditors; and approve an amendment to the Beneficient 2023 Long-Term Incentive Plan to increase shares available for awards.
Elect three Class A directors (Peter T. Cangany, Jr., Patrick J. Donegan and Karen J. Wendel) to serve until the 2027 annual meeting.
Ratify the appointment of Weaver and Tidwell, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026.
Approve the First Amendment to the 2023 Long-Term Incentive Plan to (i) add 1,000,000 additional Class A shares for issuance under the plan and (ii) increase the automatic quarterly adjustment limit to the lesser of 200,000,000 shares or 1,000,000 shares plus 15% of outstanding or issuable Class A shares.
This management proposal requests stockholder approval to adopt the First Amendment to the Beneficient 2023 Long-Term Incentive Plan to increase available share capacity and modify the plan’s automatic quarterly ‘‘refresh’’ (auto‑escalation) formula. Specifically, management seeks approval to add 1,000,000 additional Class A shares to the plan and to change the quarterly adjustment so the total pool becomes the lesser of (i) 200,000,000 shares or (ii) 1,000,000 shares plus 15% of then‑outstanding or issuable Class A shares. Management cites two practical drivers: (a) to remedy an inadvertent over‑grant of 83,551 RSUs (the Contingent Awards) that would otherwise be cancelled absent shareholder approval, and (b) to preserve ongoing flexibility to grant equity incentives for employee retention and alignment. The Board recommends the proposal "FOR," asserting such grants are essential to retain key personnel and align employee incentives with stockholder interests; it also notes the contingency that the specific excess RSUs will only remain outstanding if shareholders approve the amendment. From a governance perspective, the amendment materially increases potential dilution through both the fixed 1,000,000 share add‑on and a new, very large cap on auto‑escalation (up to 200 million shares in the extreme), though the actual issued dilution will depend on future grant practice and the operation of the 15% formula. The amendment’s automatic quarterly adjustment mechanism could simplify administration and ensure plan capacity tracks company size, but investors may view the expanded auto‑escalation ceiling and the large absolute cap as aggressive; governance safeguards (e.g., limits on repricing without shareholder approval, committee oversight, and explicit disclosure of dilution impacts) are therefore relevant. If approved, the Contingent Awards will be preserved and management will retain ability to grant future awards; if not approved, the Contingent Awards will be cancelled and the Company may need to rely on forfeited or net‑settled awards for future grants. The Board frames the proposal as necessary for competitive compensation and for correcting the inadvertent overgrant, and recommends shareholder approval while acknowledging the dilution tradeoffs that investors should weigh.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 1.1% | 156,868 | $1M |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.9% | 121,276 | $853K |
| 3 | VANGUARD GROUP INC | 0.5% | 71,511 | $503K |
| 4 | BlackRock, Inc. | 0.3% | 44,621 | $314K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 32,981 | $232K |
| 6 | STATE STREET CORP | 0.2% | 23,043 | $162K |
| 7 | JANE STREET GROUP, LLC | 0.1% | 18,922 | $133K |
| 8 | Global Assets Advisory, LLC | 0.1% | 17,887 | $126K |
| 9 | NORTHERN TRUST CORP | 0.1% | 17,255 | $121K |
| 10 | Ausdal Financial Partners, Inc. | 0.1% | 10,361 | $73K |
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