Independent
Tenure on this board
0.6 yrs
3 nominees · 3 ballot items.
Elect three Class I directors; approve an amendment to the 2025 Omnibus Equity Incentive Plan to increase the share pool by 2,000,000 to an aggregate of 3,500,000 shares; and ratify KNAV CPA LLP as the independent registered public accounting firm for fiscal year 2026.
Elect Bharat Krish, Tim Gocher, and Salman Alam as Class I directors, each for a three-year term expiring in 2029.
Approve an amendment to the 2025 Omnibus Equity Incentive Plan to increase the number of shares available for awards by 2,000,000 shares to a total of 3,500,000 shares and make related clarifying changes.
Proposal 2 asks shareholders to approve an amendment to the Company’s 2025 Omnibus Equity Incentive Plan that would increase the plan reserve by 2,000,000 shares to a total of 3,500,000 shares and make clarifying changes. Management and the compensation committee frame the amendment as necessary to continue granting equity awards that align employees’ incentives with long-term shareholder value and to remain competitive in recruiting and retaining talent. The filing notes regulatory motivations as well — satisfying Internal Revenue Code requirements for incentive stock options and meeting applicable Nasdaq rules — which can make shareholder approval necessary beyond purely compensation considerations. An investor assessment should weigh the expected benefits of broader equity participation and retention against dilution and potential overhang; management discloses that officers and directors participate in the Plan, creating a related-party interest. The Board argues that failing to approve the amendment could force the Company to increase cash compensation, potentially straining resources and undermining incentive alignment. The proposal requires a simple majority of votes cast; the Board unanimously recommends a vote FOR the amendment and has conditioned certain awards on shareholder approval. From a governance perspective, investors will want to evaluate the size of the increase relative to the current run-rate of grants, historical burn rate, and whether grant practices (vesting schedules, performance conditions, and repricing protections) are sufficiently shareholder-friendly; the Plan contains standard administrator discretion, anti-repricing language without shareholder approval, and change-in-control provisions. Additionally, because the Plan permits a variety of award types (options, RSUs, restricted stock, SARs, performance awards), the effective dilution depends on award mix and strike prices; the Company discloses current issued/issuable shares under the Plan and the post-amendment authorized amount. Overall, the amendment is typical for a growth-stage company seeking flexibility to make equity awards, but a rigorous vote decision should consider dilution metrics, disclosure on anticipated grant pacing, and alignment of award terms with long-term shareholder value.
Ratify the appointment of KNAV CPA LLP as Fusemachines Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | METEORA CAPITAL, LLC | 3.08% | 892,130 | $846K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.53% | 154,804 | $147K |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 0.48% | 140,187 | $133K |
| 4 | Calamos Advisors LLC | 0.26% | 75,000 | $71K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.19% | 55,855 | $53K |
| 6 | STATE STREET CORP | 0.19% | 54,500 | $52K |
| 7 | Alberta Investment Management Corp | 0.16% | 47,500 | $45K |
| 8 | MMCAP International Inc. SPC | 0.12% | 35,000 | $33K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.08% | 22,633 | $21K |
| 10 | RK Capital Management, LLC/FL | 0.07% | 19,013 | $18K |
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