Independent
Tenure on this board
1.1 yrs
2 nominees · 4 ballot items.
Elect two Class I directors; ratify Ernst & Young LLP as auditors; advisory approval of named executive officer compensation; approve restatement of charter to phase out classified board structure.
Elect two Class I directors, Justin Spencer and Mathew Arens, to hold office until the 2029 Annual Meeting.
Ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
Approve restatement of the charter to phase out the classified board structure so that all directors elected at or after the 2029 Annual Meeting will be elected annually.
Proposal Four seeks shareholder approval to restate the company’s certificate of incorporation to phase out the classified board structure over a three-year transition that culminates in annual director elections beginning in 2029. Management is pursuing this amendment following overwhelming stockholder support in a prior advisory declassification vote in 2025 and after internal deliberations that concluded declassification better aligns governance with shareholder accountability. The Restated Charter would not shorten any director’s current term or change the board size but would modify director removal provisions by requiring a 66 2/3% vote to remove any director and make other charter-level amendments. The vote requires a supermajority (66 2/3%) of outstanding shares to approve; abstentions and broker non-votes will count as votes against. Management recommends a FOR vote, arguing the change enhances governance and aligns with stockholder preferences, while retaining certain protections (supermajority thresholds) to preserve board stability during the transition.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | First Light Asset Management, LLC | 17.02% | 12,810,861 | $25M |
| 2 | CDC Financial, Inc. | 9.42% | 7,092,698 | $14M |
| 3 | Palogic Value Management, L.P. | 6.54% | 4,922,442 | $10M |
| 4 | Impax Asset Management Group plc | 5.32% | 4,000,000 | $8M |
| 5 | Nepsis Inc. | 3.95% | 2,976,187 | $6M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.95% | 2,971,598 | $6M |
| 7 | BlackRock, Inc. | 1.62% | 1,219,041 | $2M |
| 8 | HighMark Wealth Management LLC | 1.16% | 871,082 | $2M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.14% | 854,663 | $2M |
| 10 | Caption Management, LLC | 1.03% | 773,650 | $2M |
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