Not independent
Tenure on this board
10.3 yrs
6 nominees · 4 ballot items.
Election of six directors; ratification of independent auditors; approval of 2026 equity incentive plan; approval of designation and issuance of Series B Preferred Stock.
Elect six directors to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Approve the Cosmos Health Inc. 2026 Omnibus Equity Incentive Plan, reserving up to 10,000,000 shares for awards and authorizing various equity award types.
The proposal asks shareholders to approve a broad equity incentive plan that reserves up to 10,000,000 shares for issuance in a wide variety of award forms (options, SARs, restricted shares, PSUs, RSUs, etc.). Management seeks approval to maintain an active equity compensation program to attract, retain and incent employees, officers, non‑employee directors and consultants, and to align their interests with shareholders. The plan includes conventional governance protections (no repricing without shareholder approval, committee administration, limits on add-backs of returned shares) but also allows substantial discretion to the compensation committee on grant terms, eligibility, and repricing-related adjustments subject to limited exceptions. Approval would materially expand the company's potential dilution: at the May 21, 2026 closing price of $0.2553, the plan's maximum potential dilution is approximately $2.55 million of market value. The proxy includes the full plan text as Exhibit A, providing the detailed legal mechanics, tax provisions, and administration rules; the plan term is 10 years. The board recommends FOR, arguing equity incentives are critical for recruiting and retention and aligning management with shareholder interests, while leaving significant discretion with the committee — a governance point for investors to monitor post‑approval.
Approve the designation and issuance of 100,000 shares of Series B Preferred Stock with quorum-assisting voting power (100,000,000 votes) used solely to establish quorum but not to vote on substantive matters; holders receive only par value on liquidation and no dividends.
The proposal requests shareholder approval to authorize 100,000 shares of a new Series B Preferred Stock that carry extraordinary quorum-voting power (100 million votes in aggregate) used exclusively to count toward quorum under Nevada law but explicitly barred from voting on any substantive matters. Management argues this is necessary to prevent failed meetings and costly adjournments driven by broker non-votes among retail-held shares. The instruments carry no dividend rights and only return par value on liquidation. While appearing governance-neutral because the quorum votes are disregarded for substantive tallies, the structure raises governance concerns: concentrated quorum power could enable management to convene meetings and push through actions with less retail participation, and the creation of a new class with asymmetric voting mechanics may be seen as entrenchment. The board recommends FOR, framing it as an operational fix to quorum risk; investors should weigh the dilution/charter change, potential for misuse, and whether less structural alternatives (e.g., enhanced shareholder outreach) were considered.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 0.7% | 390,500 | $124K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.5% | 281,705 | $89K |
| 3 | BlackRock, Inc. | 0.5% | 267,797 | $85K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.3% | 140,007 | $44K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 95,735 | $30K |
| 6 | HRT FINANCIAL LP | 0.1% | 67,280 | $21 |
| 7 | STATE STREET CORP | 0.1% | 45,243 | $14K |
| 8 | XTX Topco Ltd | 0.1% | 40,477 | $13K |
| 9 | CITADEL ADVISORS LLC | 0.1% | 40,306 | $13K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 36,406 | $12K |
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