3 nominees · 5 ballot items.
The items on the ballot are the election of directors (Class I nominees), ratification of the independent auditor Ernst & Young LLP, advisory Say-on-Pay vote for named executive officers, an amendment to the Certificate of Incorporation to effect a reverse stock split if necessary to regain Nasdaq compliance (range 1-for-2 to 1-for-20), and an adjournment of the annual meeting to solicit additional proxies.
Election of three Class I directors: June Bray, Sandeep Laumas, M.D., and David Mack, to hold office until the 2028 annual meeting and until their successors are elected and qualified.
Ratify Ernst & Young LLP as the Company's independent registered public accounting firm for 2025.
Advisory vote to approve the compensation of the company's named executive officers as disclosed in the Proxy Statement.
Amendment to the Amended and Restated Certificate of Incorporation to authorize a reverse stock split not less than 1-for-2 and not more than 1-for-20 within 12 months following stockholder approval, to regain Nasdaq Minimum Bid Price requirements; exact ratio within Board's discretion.
Authorization of one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 4.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MILLENNIUM MANAGEMENT LLC | 6.27% | 1,936,760 | $3M |
| 2 | ARMISTICE CAPITAL, LLC | 6.19% | 1,910,076 | $3M |
| 3 | OAKTREE CAPITAL MANAGEMENT LPActivist | 0.78% | 241,188 | $323K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.67% | 207,339 | $278K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.61% | 189,806 | $255K |
| 6 | JONES FINANCIAL COMPANIES LLLP | 0.43% | 131,789 | $166K |
| 7 | Man Group plc | 0.31% | 96,473 | $129K |
| 8 | STATE STREET CORP | 0.30% | 92,118 | $123K |
| 9 | FMR LLC | 0.29% | 90,300 | $121K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.28% | 84,921 | $114K |
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