Independent
Tenure on this board
0.6 yrs
3 nominees · 3 ballot items.
Elect three directors for three-year terms; ratify WithumSmith+Brown, PC as independent registered public accounting firm for fiscal 2026; and approve adjournment of the Annual Meeting as needed to solicit additional votes or to establish a quorum.
Elect three director nominees (Leslie Goodman, David O’Brien, and Barry Rubens) to serve three-year terms expiring in 2029.
Ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve adjourning the Annual Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of Proposal One and/or Proposal Two or to establish a quorum.
This proposal seeks shareholder approval to permit the chair and Board to adjourn the Annual Meeting from time to time if necessary or appropriate, specifically to solicit additional votes to pass the other non-adjournment proposals (the election of directors and ratification of the auditor) or to establish a quorum. Management is seeking a standing authorization because, in the event of insufficient votes or broker non-votes at the start of the meeting, an adjournment would allow additional solicitation and outreach to stockholders to secure the votes needed for approval, rather than forcing an immediate vote that could fail. The adjournment authority is a common procedural mechanism that helps ensure the meeting can conclude with the Board’s proposals duly considered and avoids the administrative and business disruption of having to reconvene a separate meeting. From a governance perspective, the proposal is managerial and procedural rather than substantive — it does not alter corporate rights or transfer decision-making authority to third parties — but it does provide management with flexibility that could affect the ultimate outcome of contested or close votes. The Board recommends a vote FOR, framing the adjournment power as in the best interest of orderly meeting conduct and as a means to complete necessary business if a quorum or sufficient affirmative votes are not present. Potential risks include extending the solicitation period (and related costs) and a perception that management may use adjournments tactically to seek more favorable voting conditions; however, the proxy discloses that adjournments would be used to solicit additional votes or to establish a quorum, which is a common and transparent justification. For an analyst, the key considerations are (1) whether the company has a history of close or contested votes or broker non-votes that makes adjournment likely to be used, (2) the structure of the shareholder base (insiders hold a large block here), and (3) whether management’s use of an adjournment would materially affect governance outcomes; given the Company’s insider ownership concentration, the practical likelihood of adjournment materially changing results may be limited, but the authority nonetheless preserves management’s options in the event of an unexpected shortfall of votes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BARD ASSOCIATES INC | 6.27% | 415,382 | $2M |
| 2 | PERKINS CAPITAL MANAGEMENT INC | 0.84% | 55,500 | $329K |
| 3 | Paloma Partners Management Co | 0.23% | 15,000 | $89K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.20% | 13,414 | $80K |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 0.18% | 12,118 | $72K |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 0.17% | 11,200 | $66K |
| 7 | Cambridge Investment Research Advisors, Inc. | 0.15% | 10,000 | $59K |
| 8 | Pekin Hardy Strauss, Inc. | 0.15% | 10,000 | $59K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.14% | 8,957 | $53K |
| 10 | BlackRock, Inc. | 0.06% | 4,157 | $25K |
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