Not independent
Tenure on this board
5.4 yrs
6 nominees · 4 ballot items.
Elect two Class II directors; ratify independent auditor Kreston GTA; non-binding advisory approval of named executive officer compensation (Say-on-Pay); and approve a merger to restate the Certificate of Incorporation to eliminate supermajority requirements, increase authorized common shares, declassify the Board, and effect other non-material changes.
Elect two Class II directors (Justin Kenna and Stuart Porter) for three-year terms; nominees recommended by the Nominating and Governance Committee.
Ratify the appointment of Kreston GTA as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This management-sponsored Say-on-Pay proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management frames executive pay as a tool to attract, retain, and motivate leaders, emphasizing total compensation structures composed of base salary, discretionary bonuses, and long-term equity awards (RSUs and options) that are intended to align executives’ incentives with long-term stockholder value. The Compensation Committee cites benchmarking to peer pay, company performance and stockholder return, and the competitive labor market as core inputs to its design. The vote is advisory and therefore not legally binding, but the Board and Compensation Committee commit to reviewing the outcome and considering it when setting future pay. Institutional investors typically treat Say-on-Pay results as a signal of governance and pay alignment; a substantial negative vote could prompt adjustments to compensation practices or additional shareholder engagement. Given the company’s recent executive employment agreements (notably a multiyear agreement with the CEO including sizable RSU grants and change-in-control and severance provisions), shareholders may weigh the magnitude and vesting of equity awards and severance protections when voting. Broker non-votes do not affect the result, but the company notes that intermediaries will not vote absent instructions. Because the program is discretionary in many elements (bonuses and some long-term incentives), the primary governance control is shareholder feedback via this advisory vote rather than binding limits. The Board recommends a FOR vote on the basis that the compensation program aligns pay with performance and supports the company’s strategic objectives, but shareholders should consider the disclosed specifics in the Executive Compensation section to judge alignment and potential governance risks.
Approve a merger with a newly formed wholly owned subsidiary that results in adoption of a Restated Certificate of Incorporation increasing authorized common shares to 500,000,000, eliminating supermajority amendment provisions, declassifying the Board (annual elections beginning 2027), and other governance changes.
This management proposal seeks shareholder approval of a statutory merger with the company's wholly owned subsidiary so that the subsidiary’s certificate of incorporation will become the company’s Restated Certificate of Incorporation. The Restated Certificate materially (i) increases authorized common shares from 100 million to 500 million, (ii) removes existing supermajority voting provisions for amendments (reverting to the Delaware default majority standard), and (iii) declassifies the board so all directors will be elected annually beginning in 2027, among other non-material governance changes. Management frames the structure as legally efficient: Delaware law allows a merger with a wholly owned subsidiary to effect charter restatements, and the merger route requires a simple majority of outstanding voting power rather than the current two‑thirds amendment threshold. The Board argues the changes align the company with investor governance norms, provide capital flexibility for financing, equity compensation and M&A, and make director removal and election procedures consistent with annual election standards. Risks include potential dilution from the increased authorized share pool, litigation challenging charter amendments, and the loss of takeover defenses historically afforded by supermajority provisions and board classification. The Board has disclosed conversion mechanics for outstanding preferred series (Series A‑1 and A‑2) and confirmed that the Merger will not provide appraisal rights given Nasdaq listing. Given the proxy disclosures, institutional investors will weigh the governance modernization and flexibility benefits against dilution risk and the removal of structural defenses; the Board recommends a FOR vote to adopt these corporate governance and capital structure changes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.81% | 3,567,271 | $963K |
| 2 | UBS Group AG | 3.55% | 3,330,225 | $899K |
| 3 | Polar Asset Management Partners Inc. | 2.13% | 2,000,000 | $540K |
| 4 | BlackRock, Inc. | 1.12% | 1,044,909 | $282K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.98% | 919,824 | $248K |
| 6 | CITADEL ADVISORS LLC | 0.71% | 667,001 | $180K |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 0.65% | 605,300 | $163K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.57% | 538,645 | $145K |
| 9 | STATE STREET CORP | 0.52% | 488,212 | $132K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.23% | 215,066 | $58K |
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