Independent
Tenure on this board
3.2 yrs
7 nominees · 4 ballot items.
Election of seven directors; advisory vote to approve named executive officers’ compensation (say-on-pay); approval of amendment to the 2025 Equity Incentive Plan to increase shares available by 550,000; ratification of WithumSmith+Brown, PC as independent registered public accounting firm for fiscal 2026.
Elect seven directors nominated by the Board to serve until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, commonly known as a 'say-on-pay' vote. Management and the Board view this as a mechanism to obtain shareholder feedback on executive compensation practices, which are designed to attract, motivate, and retain executives, align their interests with shareholders through cash and equity-based incentives, and avoid excessive risk-taking. The Board recommends voting FOR; they state the compensation program links pay to near- and long-term performance, uses a mix of base salary, short-term cash bonuses tied to revenue/EBITDA/bookings targets, and long-term equity awards including time- and performance-based RSUs, with pay-for-performance features and clawback policies. Although advisory and non-binding, the Board expects to consider the outcome when making future compensation decisions. The vote requires a majority of votes cast to pass and brokerage firms cannot vote uninstructed shares on this non-discretionary item.
Approve amendment to the 2025 Equity Incentive Plan to increase shares available for issuance under the plan by 550,000 shares, from 1,231,554 to 1,781,554.
Management seeks shareholder approval to amend the Company’s recently-adopted 2025 Equity Incentive Plan to add 550,000 additional shares to the plan reserve (to 1,781,554 shares total). Management and the Compensation Committee concluded that additional shares are necessary to continue granting equity incentives to directors, employees, executive officers and consultants to attract, retain and align stakeholders with shareholder value, and to meet Nasdaq listing requirements. The proposal is routine plan-amendment governance but has dilution implications; the proxy discloses current burn rates (negative in some years due to cancellations), outstanding awards, and recent grants, and states that without approval the Company’s ability to grant equity awards would be constrained. The Board recommends FOR. Approval requires a majority of votes cast.
Ratify the selection of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WYNNEFIELD CAPITAL INC | 25.4% | 3,681,421 | $21M |
| 2 | Mink Brook Asset Management LLC | 18.5% | 2,677,517 | $16M |
| 3 | Minerva Advisors LLC | 7.7% | 1,113,037 | $6M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.0% | 441,468 | $3M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 1.6% | 224,965 | $1M |
| 6 | RBF Capital, LLC | 1.5% | 220,000 | $1M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.3% | 193,564 | $1M |
| 8 | North Star Investment Management Corp. | 0.9% | 135,000 | $786K |
| 9 | US BANCORP \DE\ | 0.8% | 114,526 | $667K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.8% | 110,327 | $642K |
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