Independent
Tenure on this board
4.9 yrs
2 nominees · 4 ballot items.
Stockholders will vote on the election of two Class II directors, authorization of a discretionary 1-for-5 to 1-for-150 reverse stock split, ratification of Baker Tilly US, LLP as independent registered public accounting firm, and approval of meeting adjournments to solicit additional proxies or establish a quorum.
Elect Karen Macleod and James McDonnell as Class II directors for three-year terms expiring at the 2029 annual meeting and until their successors are elected and qualified.
Authorize the Board, at its discretion, to amend the certificate of incorporation and effect a reverse stock split at a ratio from 1-for-5 to 1-for-150 within one year after approval, with the exact ratio selected by the Board.
Proposal 2 asks stockholders to give the Board discretionary authority to conduct a reverse stock split rather than requiring stockholders to approve a single fixed ratio. The permitted ratio would range from 1-for-5 to 1-for-150, and the Board could select the exact ratio without another stockholder vote. The authority would expire one year after stockholder approval, and the Board could ultimately abandon the transaction before effectiveness. Management’s principal stated rationale is preserving the Company’s Nasdaq Capital Market listing in light of the $1.00 minimum bid-price requirement. The Company says it has previously failed to comply with that rule and may use a reverse split to increase its per-share trading price if needed. Management also argues that a higher share price could improve the stock’s appeal to institutional investors, funds, brokerage firms and the broader investing public. The proposal would reduce shares outstanding while generally preserving each holder’s proportional ownership and voting power, subject to the treatment of fractional shares. The Company acknowledges risks including negative market perception, possible post-split price declines, reduced liquidity and implementation costs. The Board unanimously recommends voting FOR because it views listing retention, liquidity and long-term business prospects as important to stockholder value.
Ratify the Audit Committee and Board’s selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Approve one or more adjournments or postponements of the Annual Meeting, if necessary or appropriate, to solicit additional proxies for the other proposals or establish a quorum.
Proposal 4 asks stockholders to authorize one or more adjournments of the Annual Meeting when additional time is needed to obtain votes. The stated purpose is to solicit additional proxies for the director election, reverse stock split, and auditor-ratification proposals if the votes available at the meeting are insufficient. Approval could permit successive adjournments to another date. The Board may also postpone the meeting before it begins, either to solicit proxies or for other reasons. The proposal is therefore procedural rather than substantive and would not itself approve the reverse stock split or any other underlying matter. If the meeting is adjourned to solicit proxies, previously submitted proxies remain revocable until they are exercised at the adjourned meeting. When a quorum is present, approval requires more votes cast FOR than AGAINST, with abstentions excluded from votes cast. If no quorum is present, the filing describes an alternative approval standard involving a majority of represented voting power or the person presiding over the meeting. The Board recommends voting FOR because the authority could help complete the vote on the other proposals and establish a quorum if necessary.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Empery Asset Management, LP | 6.43% | 927,059 | $1M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.18% | 315,119 | $438K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.73% | 105,467 | $147K |
| 4 | STATE STREET CORP | 0.67% | 96,300 | $134K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.52% | 74,896 | $104K |
| 6 | NORTHERN TRUST CORP | 0.19% | 27,137 | $38K |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 0.14% | 20,900 | $29K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.13% | 18,171 | $25K |
| 9 | TWO SIGMA SECURITIES, LLC | 0.10% | 14,356 | $20K |
| 10 | UBS Group AG | 0.08% | 10,907 | $15K |
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