Not independent
Tenure on this board
5.9 yrs
2 nominees · 7 ballot items.
Elect two directors; approve issuances exceeding Nasdaq 20% rule (including Avondale prepaid equity advance); approve board-authorized reverse stock split (1-for-5 to 1-for-100) and charter amendment; approve say-on-pay; indicate say-on-pay frequency (one year recommended); ratify WithumSmith+Brown as auditors; and transact other business.
Elect Khurram Sheikh as a Class III director to serve until the annual meeting following fiscal year ending December 31, 2028.
Elect George Mathai as a Class III director to serve until the annual meeting following fiscal year ending December 31, 2028.
Approve, under Nasdaq Listing Rule 5635(d), the issuance of shares (or securities convertible into/exercisable for shares) in one or more private placements in excess of 20% of outstanding common stock, including potential issuances under the Avondale Purchase Agreement (prepaid equity advance up to $40M).
Authorize the Board, at its discretion, to approve a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-100 and amend the certificate of incorporation to reflect the Reverse Stock Split, primarily to maintain Nasdaq listing compliance.
Advisory, non-binding approval of the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
Advisory vote to indicate whether future say-on-pay votes should be held every one, two, or three years; Board recommends one year (annual votes).
Ratify the Audit Committee’s selection of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | UBS Group AG | 1.2% | 840,225 | $151K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.9% | 641,688 | $116K |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 0.5% | 371,754 | $67K |
| 4 | Virtu Financial LLC | 0.2% | 142,111 | $26 |
| 5 | JPMORGAN CHASE CO | 0.2% | 125,625 | $25K |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 0.2% | 115,945 | $21K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 108,581 | $20K |
| 8 | CIBC Bancorp USA Inc. | 0.2% | 108,000 | $19K |
| 9 | NORTHERN TRUST CORP | 0.1% | 77,113 | $14K |
| 10 | TWO SIGMA SECURITIES, LLC | 0.1% | 76,000 | $14K |
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