Independent
Tenure on this board
5.6 yrs
Also a director at
Amc Global Media Inc (AMCX)
3 nominees · 5 ballot items.
Elect three Class III directors; Approve amendment to 2020 Omnibus Incentive Plan increasing share reserve to 11,725,000; Ratify appointment of Grant Thornton LLP as independent auditor for 2026; Advisory approval of named executive officer compensation (say-on-pay); Advisory vote on frequency of future advisory say-on-pay votes (1, 2, or 3 years).
Elect Matthew Blank, Jonathan Huberman, and Mike Nikzad as Class III directors to hold office until the 2029 annual meeting or until successors qualify.
Approve amendment to the CuriosityStream Inc. 2020 Omnibus Incentive Plan to increase authorized shares under the Plan by 1,000,000, from 10,725,000 to 11,725,000.
The proposal seeks shareholder approval to amend the company’s 2020 Omnibus Incentive Plan to increase the share reserve by 1,000,000 shares to 11,725,000. Management, via the Compensation Committee, frames the change as necessary to provide sufficient equity to attract, retain and motivate employees, and to align employee and stockholder interests. The filing discloses current outstanding awards and available shares as of March 27, 2026, and explains that without approval the company may face constraints in executing its equity compensation strategy beyond 2026. Management supports the request with burn rate data (6.9% in 2025; 9.7% in 2024) which it characterizes as consistent with peers, and pledges to register the additional shares on Form S-8. The board unanimously recommends a FOR vote, citing competitive necessity, the defined award mechanisms under the Plan (options, RSUs, performance awards, etc.), and governance mechanics that limit certain plan amendments without shareholder approval. Potential dilution and governance considerations are acknowledged in the disclosure including limits on non-employee director awards and adjustment provisions for corporate events; the proposal includes typical tax and change-in-control provisions. Investors should weigh the incremental dilution against the company’s stated need to preserve competitive equity and retention capacity, and consider the company’s recent grants to executives (notably large performance-based RSUs to the CEO) when assessing the size of the increase.
Ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
Proposal No. 4 asks stockholders to approve, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers as detailed in the proxy. Management argues the program aligns executives’ pay with long-term shareholder interests by emphasizing performance-based restricted stock and tying cash bonuses to company performance metrics. The resolution is standard for public companies; the board recommends a 'FOR' vote and will consider the results when making future compensation decisions. Investors evaluating this proposal should consider the scale and structure of recent awards (notably multi-million RSU grants to the CEO) relative to company performance metrics and shareholder returns.
Advisory vote to choose frequency (1, 2, or 3 years) for future non-binding advisory votes on executive compensation; board recommends 1 year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | THOMPSON SIEGEL WALMSLEY LLC | 3.26% | 1,933,807 | $6M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 2.98% | 1,768,800 | $5M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.82% | 1,672,206 | $5M |
| 4 | BlackRock, Inc. | 2.56% | 1,518,350 | $4M |
| 5 | LOS ANGELES CAPITAL MANAGEMENT LLC | 1.41% | 837,191 | $2M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.36% | 808,597 | $2M |
| 7 | BlackRock, Inc. | 1.31% | 774,733 | $2M |
| 8 | STATE STREET CORP | 1.26% | 747,092 | $2M |
| 9 | Penbrook Management LLC | 1.14% | 675,150 | $2M |
| 10 | ESSEX INVESTMENT MANAGEMENT CO LLC | 1.05% | 620,879 | $2M |
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