Independent
Tenure on this board
9.1 yrs
6 nominees · 3 ballot items.
Elect six directors; ratify appointment of CT International LLP as independent auditors; advisory vote to approve executive compensation (say-on-pay).
Elect six nominees (Martin Shen, Hsien Loong Wong, Yew Poh Leong, Eng Ho Ng, Tuck Seng Low, Yang Yeat Choe) to the Board until next annual meeting.
Ratify CT International LLP as the Company’s independent registered public accounting firm for fiscal year ending February 28, 2026.
CT International LLP was appointed as the Company’s independent registered public accountants on September 10, 2024 and the Board is asking shareholders to ratify their appointment for fiscal year ending February 28, 2026. Ratification is considered a routine matter by broker voting rules, permitting broker discretionary votes. The Board recommends a vote FOR to authorize continued engagement and to confirm the selection; if stockholders do not ratify, the Board will reconsider appointment. The proposal includes disclosure of audit and audit-related fees and the audit committee’s pre-approval policy; management frames the ratification as standard corporate practice to maintain auditor oversight and ensure compliance with audit requirements.
Advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The advisory say-on-pay proposal asks shareholders to approve the compensation of the named executive officers as disclosed in the proxy statement. Management frames the program as designed to align executive and shareholder interests, using base salaries and equity-based incentives (stock options under the 2023 Stock Incentive Plan) to attract and retain management and to promote long-term value. The Board seeks annual advisory votes and asserts that results will inform compensation decisions; the vote is non-binding but significant as an indicator of investor sentiment. Management emphasizes compensation governance through the Compensation Committee, market benchmarking, and policies (e.g., anti-hedging, clawback policy) to mitigate risk. Brokers cannot vote uninstructed on this non-routine matter; abstentions count as votes against. The Board unanimously recommends a FOR vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Platform Technology Partners | 0.4% | 259,643 | $258K |
| 2 | UBS Group AG | 0.3% | 197,596 | $197K |
| 3 | GROUP ONE TRADING LLC | 0.2% | 114,913 | $114K |
| 4 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.2% | 100,682 | $100K |
| 5 | ENVESTNET ASSET MANAGEMENT INC | 0.2% | 99,815 | $99K |
| 6 | OSAIC HOLDINGS, INC. | 0.1% | 87,628 | $88K |
| 7 | GOLDMAN SACHS GROUP INC | 0.1% | 77,042 | $77K |
| 8 | Krilogy Financial LLC | 0.1% | 60,000 | $65K |
| 9 | XTX Topco Ltd | 0.1% | 59,059 | $59K |
| 10 | Virtu Financial LLC | 0.1% | 57,456 | $57K |
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