Not independent
Tenure on this board
0.8 yrs
2 nominees · 4 ballot items.
Elect two Class II directors; approve amendment to reduce authorized common stock from 300,000,000 to 50,000,000 shares; ratify appointment of Kreit & Chiu CPA LLP as independent auditors for 2026; advisory vote to approve executive compensation; consider any other business properly before the meeting.
Re-elect Venkat Nelabhotla and John Tincoff as Class II directors to serve until the 2029 annual meeting.
Approve amendment to Restated Certificate of Incorporation to decrease authorized common stock from 300,000,000 to 50,000,000 shares.
This management proposal requests shareholder approval to amend the Company’s Restated Certificate of Incorporation to reduce the number of authorized shares of common stock from 300,000,000 to 50,000,000. Management and the Board argue this decrease aligns the authorized share count with the company’s current and anticipated capital needs, reduces administrative complexity and substantially lowers annual Delaware franchise taxes (management estimates a reduction from approximately $155,000 to $25,000 annually). The amendment does not change issued and outstanding shares, preferred stock authorization, voting rights, or other shareholder rights. The Board emphasizes that the reduced authorization still leaves sufficient shares for future financing, strategic transactions, and equity incentive awards (noting current outstanding options, reserved plan shares, and warrants). The Board unanimously recommends a FOR vote, citing governance prudence and reduced dilution risk. If approved by stockholders and filed by the Board, the amendment will become effective upon filing with the Delaware Secretary of State; the Board also reserves the right to abandon the filing even if stockholders approve. The approval threshold is a majority of outstanding shares; abstentions count as against the proposal. Potential areas for shareholder scrutiny include whether the remaining authorized shares are adequate for future needs and whether the Board’s reservation to abandon the filing could frustrate shareholder intent.
Ratify the appointment of Kreit & Chiu CPA LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2025 as disclosed in the proxy statement.
This management proposal seeks a non-binding, advisory vote from shareholders to approve the compensation of the Company’s named executive officers for 2025 as disclosed in the proxy statement. The Board frames executive compensation as intended to align management incentives with shareholder interests by rewarding both short- and long-term performance while avoiding excessive risk-taking. The compensation includes base salaries, bonuses, and equity awards, and the Board will consider the outcome of the advisory vote when making future compensation decisions. Although non-binding, a negative result could prompt the Board and Compensation Committee to reassess pay practices and increase engagement with shareholders. The Board unanimously recommends a FOR vote, noting that the advisory vote is held annually and that the next advisory vote will be at the 2027 meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 0.28% | 19,562 | $42K |
| 2 | Focus Partners Wealth | 0.21% | 14,640 | $31K |
| 3 | VANGUARD FIDUCIARY TRUST CO | 0.17% | 12,195 | $26K |
| 4 | UBS Group AG | 0.16% | 11,400 | $25K |
| 5 | UBS Group AG | 0.16% | 11,275 | $24K |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 0.13% | 9,463 | $20K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.09% | 6,231 | $13K |
| 8 | ROYAL BANK OF CANADA | 0.08% | 5,856 | $13K |
| 9 | Tower Research Capital LLC (TRC | 0.02% | 1,391 | $3K |
| 10 | CITIGROUP INC | 0.00% | 16 | $34 |
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