Not independent
Tenure on this board
0.4 yrs
Also a director at
Applied Digital Corp (APLD)Sequans Communications (SQNS)
8 nominees · 5 ballot items.
Stockholders will vote on the election of eight directors, ratification of CBIZ CPAs P.C. as independent auditor, advisory approval of named executive officer compensation, ratification of restricted stock awards to non-employee directors, and authorization to adjourn the meeting if necessary to solicit additional proxies.
Elect Wes Cummins, Ying Cenly Chen, Richard Nottenburg, Ella Benson, Douglas Miller, William M. Clancy, Scott G. Davis, and Andrew Schaap to serve until the next annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement’s compensation tables and accompanying narrative disclosure.
Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to ChronoScale Holdings Corporation’s named executive officers. The resolution covers the compensation tables and accompanying narrative disclosure in the proxy statement. The vote is required under the Dodd-Frank Act’s say-on-pay framework and follows the Company’s disclosed practice of holding an annual advisory vote. Management argues that its program is designed to attract, motivate, incentivize, and retain executives who are important to long-term success. The Company also states that the program seeks to align executives with stockholders by tying a significant portion of compensation to Company performance and emphasizing long-term equity incentives. The filing describes a transition period following a fiscal-year change and a major Business Combination, which complicates interpretation of reported compensation. In particular, former CEO Scott Davis received a $1 million cash payment connected to settlement of performance share units after the Business Combination, while current CEO Ying Chen served only part of the transition period. The compensation program also includes executive employment agreements, performance bonuses, restricted stock units, and change-in-control or severance arrangements. Although the vote is non-binding, the Board and Compensation Committee state that they will review the results and consider them in determining future executive compensation. The Board recommends a vote FOR because it believes the disclosed compensation effectively supports recruitment, retention, performance incentives, and alignment with stockholder interests.
Ratify 200,000-share restricted stock awards granted to each of six non-employee directors, totaling 1,200,000 shares, under the 2026 Plan.
Proposal 4 asks stockholders to ratify restricted stock awards previously granted to six non-employee directors under the Company’s 2026 Plan. Each director received 200,000 shares, for an aggregate of 1,200,000 shares, with five grants dated May 14, 2026 and Andrew Schaap’s grant dated June 29, 2026. The awards vest in two equal installments on the first and second anniversaries of the applicable grant date, subject to continued service and specified accelerated-vesting events. The Company emphasizes that stockholders are not being asked to approve the 2026 Plan or its amendment, only the identified Director Awards. The awards were granted after a Plan Amendment expanded the permissible initial-year award limit for certain newly elected outside directors. Management argues that equity-based director compensation aligns directors’ interests with stockholders and encourages long-term contribution. Ratification is being sought because the recipients are directors with direct financial interests in their respective awards. The filing expressly cites Nevada Revised Statutes Section 78.140, under which disclosure and good-faith stockholder ratification can protect an interested-director transaction from being void or voidable solely because of the interest. The awards are not contingent on approval, so rejection would not rescind or cancel them, although the Board would consider the vote in future director-compensation decisions. The Board recommends voting FOR because it considers the awards advisable, in the Company’s and stockholders’ best interests, and appropriately aligned with governance and legal considerations.
Approve adjournment of the Annual Meeting to a later date or dates if necessary or appropriate to solicit additional proxies when there are insufficient votes to approve one or more other proposals.
Proposal 5 asks stockholders to authorize adjournment of the Annual Meeting if the shares present or represented by proxy and voting for one or more prior proposals are insufficient for approval. The purpose is to give the Company additional time to solicit proxies supporting those proposals. The authority applies to adjournments needed in connection with any of the preceding proposals, including director elections, auditor ratification, say-on-pay, and director-award ratification. The proposal also authorizes successive adjournments to the extent necessary to solicit additional favorable proxies. If an adjournment lasts more than 30 days, the Company must provide notice to stockholders of record entitled to vote at the adjourned meeting. Management is seeking this procedural authority to avoid an unsuccessful vote caused by insufficient participation or support rather than by a definitive rejection on the merits. The filing does not identify any shareholder proponent or substantive opposition. The proposal is especially relevant because the meeting requires a quorum of two-thirds of outstanding voting power and several proposals may be treated as non-routine, creating potential broker non-votes. Approval requires a majority of the total votes cast, with abstentions and broker non-votes generally not affecting the outcome. The Board recommends voting FOR because adjournment would provide flexibility to obtain additional votes and facilitate consideration of the other proposals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Vident Advisory, LLC | 0.23% | 333,705 | $7M |
| 2 | Hood River Capital Management LLC | 0.08% | 120,937 | $3M |
| 3 | MILLENNIUM MANAGEMENT LLC | 0.05% | 72,275 | $2M |
| 4 | Vontobel Holding Ltd. | 0.04% | 61,652 | $1M |
| 5 | Point72 Asset Management, L.P.Activist | 0.04% | 59,793 | $1M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.03% | 49,618 | $1M |
| 7 | BANK OF AMERICA CORP /DE/ | 0.03% | 39,325 | $874K |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 0.03% | 37,583 | $835K |
| 9 | MORGAN STANLEY | 0.02% | 27,571 | $613K |
| 10 | Brevan Howard Capital Management LP | 0.02% | 22,500 | $500K |
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