Not independent
Tenure on this board
2.0 yrs
Also a director at
Kochav Defense Acquisition Corp (KCHV)Polar Power Inc (POLA)
4 nominees · 4 ballot items.
Elect four directors; ratify appointment of Somekh Chaikin as independent external auditors for fiscal year 2026; approve and adopt the 2026 Evergreen Equity Incentive Plan with an initial authorization of 22,000,000 shares and an 8% annual evergreen increase; approve adjournment of the Annual Meeting, if necessary, to solicit additional proxies or establish a quorum.
Elect the four director nominees named in the Proxy Statement to hold office until the next annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent external auditors for the fiscal year ending December 31, 2026 and authorize the Board to fix their remuneration.
Approve and adopt the 2026 Evergreen Equity Incentive Plan and authorize an initial 22,000,000 shares of common stock for issuance thereunder, with the number of shares to increase automatically by 8% annually (Evergreen) for up to ten years unless the Board acts otherwise.
This management proposal requests shareholder approval to adopt the 2026 Evergreen Equity Incentive Plan and to authorize an initial pool of 22,000,000 shares for issuance under the plan, with an automatic 8% annual increase (the ‘Evergreen’) on each August 1 for up to ten years unless the Board elects otherwise. Management states the plan’s purpose is to attract, retain and motivate employees, consultants and non-employee directors by aligning their interests with long-term stockholder value through equity-based awards (options, SARs, restricted stock, RSUs and other awards). The plan includes several governance-oriented features—no discounted options or SARs, restrictions on transferability, no automatic reloads, and no tax gross-ups—and vests discretion in the Board/Compensation Committee to administer awards and set terms. The Evergreen provision materially increases the share pool over time, which can dilute existing holders; the Board includes a safety valve permitting it to suspend or reduce the annual increase in any year. Approval is conditioned on a majority vote of shares present or represented, and the Board unanimously recommends a FOR vote citing competitiveness for talent and retention as primary rationales. From a governance lens, the plan centralizes significant discretion with the Board/Compensation Committee (grant sizes, vesting, repricing, change-in-control treatment), which is common but raises the need for robust oversight, clear grant policies, and disclosure of future award practices to limit dilution and potential opportunistic use. The tax and Section 409A/422 treatments are covered in the plan text and the document contemplates non-U.S. participants and adjustments for corporate events; investors should evaluate the projected dilution from the initial 22M shares plus the compounding effect of the Evergreen over the permitted term. Overall, the proposal is a standard compensatory equity plan with an aggressive evergreen feature that enables ongoing grants without frequent shareholder refreshes; shareholders should weigh the plan’s retention benefits against prospective dilution and governance controls the Board will apply when administering awards.
Approve adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in the event of insufficient votes to approve one or more proposals or in the absence of a quorum.
This proposal asks shareholders to grant the chairman and the Company the authority to adjourn the Annual Meeting to solicit additional proxies if there are insufficient votes to approve one or more proposals or if there is no quorum. Management frames the adjournment power as a procedural safeguard to permit additional solicitation and to comply with the SEC staff’s position that adjourning to solicit additional proxies requires a separate shareholder vote. Operationally, approval would enable the Company to pause the meeting rather than proceed to immediate defeat of proposals and to re-solicit voters (including those who already voted) to change their votes; proxies already submitted remain revocable prior to their reuse. Because adjournment can be used to seek to reverse an adverse vote, the measure has governance implications: it grants management a tool that, if used opportunistically, could undermine shareholder resistance to specific proposals. The Company notes that each of the substantive proposals is non-routine (broker non-votes do not count) so additional solicitation is meaningful for outcomes, and the Board recommends a FOR vote to preserve flexibility to obtain a quorum or sufficient votes. Shareholders should consider the narrow purpose (solicitation/quorum) against the potential for strategic adjournments that could delay finality on contested votes; institutional investors often request limits or disclosure around intended adjournment use. Overall, the proposal is common and routine in practice, and its approval primarily preserves procedural rights for the Company while placing the decision to adjourn subject to shareholder approval at the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 142.29% | 2,367,483 | $405K |
| 2 | JANE STREET GROUP, LLC | 46.66% | 776,278 | $133K |
| 3 | BlackRock, Inc. | 28.85% | 479,938 | $82K |
| 4 | UBS Group AG | 27.42% | 456,284 | $78K |
| 5 | Vanguard Personalized Indexing Management, LLC | 20.32% | 338,041 | $58K |
| 6 | JANE STREET GROUP, LLC | 17.82% | 296,440 | $51K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 16.94% | 281,851 | $48K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 15.16% | 252,175 | $43K |
| 9 | XTX Topco Ltd | 5.95% | 98,989 | $17K |
| 10 | UBS Group AG | 5.79% | 96,298 | $16K |
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