Not independent
Tenure on this board
4.8 yrs
6 nominees · 3 ballot items.
Elect six directors for one-year terms; ratify BDO USA, P.C. as the independent registered public accounting firm for 2026; and approve an amendment to the 2022 Omnibus Incentive Plan to increase the share reserve by 1,200,000 shares.
Elect six directors (Mark Walker, Keith Smith, Richard Cohen, Ohad Harlev, Antoinette R. Leatherberry, and Mistelle Locke) to serve one-year terms until the 2027 Annual Meeting or until their successors are duly elected and qualified.
Ratify the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Approve an amendment to the 2022 Omnibus Incentive Plan to increase the number of shares authorized for issuance thereunder by 1,200,000 shares (from 75,000 to 1,275,000 shares).
This management proposal requests shareholder approval to amend the Company’s 2022 Omnibus Incentive Plan by increasing the share reserve by 1,200,000 shares (from 75,000 to 1,275,000) to ensure sufficient capacity to grant equity awards to employees, directors and service providers. Management frames the request as necessary to maintain a market-competitive compensation program and to retain and motivate personnel, noting that 100% of existing outstanding options are currently out-of-the-money and therefore not effective retention tools. The Board also links the requested increase to the Company’s efforts to regain Nasdaq minimum stockholders’ equity compliance, anticipating one or more equity offerings that will change the capital structure and could otherwise reduce the available shares under the plan. The filing highlights that the Company issued Series A Convertible Preferred Stock in 2025 (27,077 shares outstanding convertible into roughly 9.2 million common shares) and explains that conversion or exchange of those preferred shares could significantly dilute the stock base and reduce the plan’s relative share availability. The Board acknowledges the dilutive impact to existing shareholders but asserts that the dilution is judicious and necessary to meet business goals, balancing dilution concerns against retention and recruitment needs. The proposal includes governance protections (no repricing without stockholder approval, plan term through January 17, 2032, and committee administration), and contemplates standard change-in-control and forfeiture provisions. From a shareholder evaluation perspective, the proposal should be weighed for its operational necessity given the company’s capital restructuring and retention risks, against potential material dilution—especially given the large potential conversion of preferred stock. The Board’s unanimous recommendation and its articulation of specific drivers for the amendment (Nasdaq compliance, Series A conversion risk, out-of-the-money option profile) provide clear context for assessing the trade-offs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DOLIVER ADVISORS, LP | 13.8% | 102,569 | $83K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 6.0% | 44,973 | $36K |
| 3 | UBS Group AG | 2.2% | 16,084 | $13K |
| 4 | Tower Research Capital LLC (TRC | 0.9% | 6,876 | $6K |
| 5 | UBS Group AG | 0.9% | 6,707 | $5K |
| 6 | HHM Wealth Advisors, LLC | 0.3% | 2,000 | $2K |
| 7 | BlackRock, Inc. | 0.0% | 128 | $104 |
| 8 | MORGAN STANLEY | 0.0% | 107 | $87 |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.0% | 56 | $45 |
| 10 | Steward Partners Investment Advisory, LLC | 0.0% | 30 | $24 |
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