Not independent
Tenure on this board
10.0 yrs
Also a director at
Zedge Inc (ZDGE)Rafael Holdings Inc (RFL)Idt Corp (IDT)
5 nominees · 2 ballot items.
Elect five directors for one-year terms; approve an increase of 70,000 shares to the 2021 Stock Option and Incentive Plan; and transact any other business properly presented.
Election of five directors (Howard S. Jonas, Irwin Katsof, Joyce J. Mason, W. Wesley Perry and Alan B. Rosenthal), each for a one-year term.
Approve an amendment to the 2021 Stock Option and Incentive Plan to increase the number of Class B common shares available for awards by 70,000.
This management proposal asks shareholders to approve an amendment expanding the 2021 Stock Option and Incentive Plan share reserve by 70,000 shares of Class B common stock to provide additional equity award capacity. Management and the Compensation Committee present this increase as necessary to allow continued grant-making under the 2021 Plan, including the ability to grant Incentive Stock Options (ISOs) which require shareholder approval to meet favorable tax treatment and to comply with Rule 16b-3. The filing emphasizes governance and compensation context: awards under the Plan are used to attract, retain and motivate employees, directors and consultants, and automatic annual restricted-share grants for independent directors are made under the Plan. The Board notes that NYSE rules and Rule 16b-3 may require or make advisable stockholder approval for certain plan changes and ISO grants; approval therefore secures compliance and preserves flexibility for future grants. Increasing the share pool also helps the Company manage executive and director equity programs without resorting to more frequent, ad hoc amendments. The Board recommends a vote FOR because it believes the amendment is in the best interests of the Company and its stockholders, enabling continued alignment of management and employees with shareholder interests while maintaining compliance with applicable securities rules. Potential dilution from additional shares is implicit and would need to be weighed by investors against the benefits of retained incentive capacity; the proposal does not alter award terms, only the share reserve. If approved, the Plan’s total authorized shares would increase to 1,850,000 (as described in the Plan text) and allow for future grants, including ISOs, SARs, restricted stock and deferred stock units. The recommendation reflects typical practice for companies seeking to maintain equity compensation flexibility, with the board highlighting administrative and regulatory reasons for the requested approval.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 3.4% | 885,646 | $13M |
| 2 | J. Goldman Co LP | 3.3% | 880,894 | $12M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 859,548 | $12M |
| 4 | BlackRock, Inc. | 3.1% | 806,365 | $11M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.8% | 745,196 | $11M |
| 6 | STATE STREET CORP | 2.0% | 535,243 | $8M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.9% | 502,785 | $7M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 413,469 | $6M |
| 9 | Florida Trust Wealth Management Co | 1.1% | 294,586 | $4M |
| 10 | BlackRock, Inc. | 1.0% | 257,428 | $4M |
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