Not independent
Tenure on this board
3.4 yrs
2 nominees · 4 ballot items.
The stockholders will vote on the election of two Class III directors, ratification of the independent auditor, approval of an amendment and restatement of the 2018 Equity Incentive Plan, and authorization to postpone or adjourn the Annual Meeting if necessary to solicit additional proxies.
Elect W. Marc Hertz, Ph.D. and David Szekeres as Class III directors to serve until the 2029 Annual Meeting of Stockholders and until their successors are elected and qualified.
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 an amendment and restatement of the 2018 Equity Incentive Plan to increase the authorized shares by 546,529, from 34,951 to 581,480, and extend the evergreen provision through January 1, 2036.
Proposal 3 asks stockholders to approve an amendment and restatement of the Company's Amended and Restated 2018 Equity Incentive Plan. The amendment would add 546,529 shares, increasing the plan reserve from 34,951 to 581,480 shares. It would also extend the plan's evergreen provision through January 1, 2036, with annual increases generally equal to 4% of the prior year-end shares outstanding or a smaller board-determined amount. Management says the additional capacity is needed for equity awards to employees, executive officers, directors, and consultants. The Company emphasizes that only 19,919 shares remained available for future issuance as of September 15, 2026, while 15,032 options were outstanding. Management argues that insufficient plan capacity could impair recruitment, retention, employee incentives, and annual equity grants to non-employee directors. The proposal is subject to stockholder approval under Nasdaq listing rules and is intended to support continued grants of incentive stock options with favorable federal tax treatment. The requested reserve is material relative to the Company's small capitalization, with projected equity overhang increasing from 1.57% to 21.01% if approved. The board recommends voting FOR because it believes the expanded reserve is essential to maintain competitive compensation and support the Company's future operations.
Approve postponement or adjournment of the Annual Meeting from time to time if necessary to solicit additional proxies because there are insufficient votes to approve the other proposals or establish a quorum.
Proposal 4 asks stockholders to authorize postponement or adjournment of the Annual Meeting when additional time is needed to solicit proxies. The stated triggers are insufficient votes to approve Proposals 1, 2, or 3, or the absence of a quorum. Management says it does not currently intend to seek an adjournment if the principal proposals already have sufficient support. The proposal gives the Company procedural flexibility rather than approving a substantive change to governance, compensation, or corporate operations. The proxy explains that the chairperson may adjourn or recess the meeting under the bylaws, whether or not a quorum is present, and that the meeting may also be adjourned by the requisite voting power present or represented. Approval requires a majority of votes cast. Brokers have discretionary authority to vote uninstructed shares on this proposal, making it a routine matter under the Company's voting discussion. Management's rationale is to preserve the ability to continue solicitation efforts and secure the votes needed for the other proposals. The board recommends voting FOR because an adjournment could prevent an otherwise supportable proposal from failing solely because additional proxies have not yet been obtained. No shareholder proponent or opposing statement is disclosed.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HRT FINANCIAL LP | 1.32% | 28,784 | $51K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.98% | 21,368 | $38K |
| 3 | CITADEL ADVISORS LLC | 0.61% | 13,376 | $24K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.46% | 10,045 | $18K |
| 5 | MORGAN STANLEY | 0.40% | 8,737 | $15K |
| 6 | UBS Group AG | 0.23% | 4,920 | $9K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.17% | 3,824 | $7K |
| 8 | Tower Research Capital LLC (TRC | 0.11% | 2,434 | $4K |
| 9 | BARCLAYS PLC | 0.00% | 83 | $147 |
| 10 | BlackRock, Inc. | 0.00% | 7 | $12 |
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