Not independent
Tenure on this board
1.9 yrs
Also a director at
Aquabounty Technologies Inc (AQB)
5 nominees · 4 ballot items.
Election of five directors; approval of an amendment to bylaws to create a staggered (Class I & Class II) Board; ratification of HTL International, LLC as independent auditor and authorization for Board to set remuneration; approval to adjourn the Annual Meeting if needed to solicit additional proxies.
Elect five director nominees (Braeden Lichti, Graydon Bensler, George Kovalyov, Juliana Daley, Jeffrey Parry) to the Board to serve until the next annual meeting.
Amend the Bylaws to create a staggered board with two classes of directors: Class I (three-year terms) and Class II (one-year terms).
The Board is seeking approval to amend the company's bylaws to implement a staggered board composed of Class I directors serving three-year terms and Class II directors serving one-year terms, effective beginning in 2027. Management frames this as a governance change intended to promote continuity of experienced directors across election cycles and to deter hostile takeovers, arguing that staggered terms help retain institutional knowledge and provide stability during ongoing strategic execution following recent reorganizations and acquisitions. The proposal will be effective only after stockholder approval and execution by an authorized officer; the Board may also abandon the amendment if it concludes it is not in shareholders' best interests. Approval requires a majority of outstanding shares, making broker non-votes consequential; the Board recommends voting FOR and emphasizes continuity and takeover defense as key rationales. Potential investor concerns include reduced accountability and insulation of directors from shareholder influence; because staggered boards can entrench management, investors should weigh the company's recency of strategic changes, related-party arrangements and concentration of preferred stock control when assessing the claim that staggered terms primarily benefit continuity rather than entrenchment.
Ratify the appointment of HTL International, LLC as the Company's independent registered public accounting firm for fiscal 2026 and allow the Board to set HTL’s remuneration.
Approve adjournment of the Annual Meeting, at the Board’s discretion, to solicit additional proxies if there are insufficient votes to approve one or more proposals at the time of the meeting.
This management proposal asks shareholders to authorize the Board to adjourn the Annual Meeting, if necessary, to solicit additional proxies when there are insufficient votes to approve one or more proposals at the time of the meeting. The measure is procedural and aims to give the Board flexibility to seek further shareholder support beyond the meeting date, reducing the risk that key proposals will fail due to low turnout or timing. The Board frames this as a practical mechanism to ensure shareholder input and to allow time for additional outreach; it is recommended FOR. Approval requires a majority of votes cast and is non-routine, so brokers cannot exercise discretion to vote absent instructions. The proposal has minimal substantive governance impact but is important operationally if Proposals 1 or 2 lack sufficient votes during the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANE STREET GROUP, LLC | 0.7% | 31,594 | $189K |
| 2 | MORGAN STANLEY | 0.3% | 15,000 | $90K |
| 3 | Schonfeld Strategic Advisors LLC | 0.3% | 14,800 | $89K |
| 4 | IFP Advisors, Inc | 0.0% | 2,000 | $12K |
| 5 | UBS Group AG | 0.0% | 1,300 | $8K |
| 6 | Tower Research Capital LLC (TRC | 0.0% | 129 | $773 |
| 7 | UBS Group AG | 0.0% | 2 | $12 |
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