Not independent
Tenure on this board
4.6 yrs
Also a director at
Rackspace Technology Inc (RXT)
5 nominees · 4 ballot items.
Four proposals: (1) election of five directors; (2) ratification of Whitley Penn LLP as independent auditors for 2026; (3) approval to permit issuance of common stock in excess of Nasdaq's 19.9% threshold pursuant to the Membership Interest Purchase Agreement with OW Cyber LLC and VigilAigent Corp.; and (4) approval to adjourn the meeting, if necessary, to solicit additional proxies to obtain approval of Proposal 3.
Elect five (5) directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified.
Ratify the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Seek stockholder approval to permit the Company to issue shares of common stock to the seller under the Membership Interest Purchase Agreement even if the aggregate issuance would exceed Nasdaq's 19.9% threshold.
Proposal 3 asks shareholders to authorize the Company to issue additional shares of common stock to the seller under a Membership Interest Purchase Agreement even if the aggregate issuance would exceed Nasdaq’s 19.9% cap under Rule 5635(a). Management completed an initial closing on June 29, 2026 issuing 2,223,549 shares and contemplates a second closing and up to $6.9 million of contingent earn-out consideration payable in equity that could, in the aggregate with prior issuances and adjustments, exceed the Nasdaq threshold. The Company needs explicit stockholder approval to comply with Nasdaq rules and to preserve the ability to complete the Second Closing and to settle earn-out obligations in equity; without approval it may have to renegotiate terms or seek alternate financing. The Board emphasizes that approval would enable the Company to satisfy contractual obligations, but also acknowledges that issuing additional shares would dilute existing holders and could put downward pressure on the market price following potential resale. The filing explains the business rationale: the acquisition of Target is strategic to accelerate growth in AI and cybersecurity and the earn-out aligns payment to performance milestones. The Board represents that the acquisition did not meet SEC significance thresholds requiring separate audited historical financial statements of Target. The recommendation to vote FOR is framed as necessary to effect the deal and comply with Nasdaq, balancing commercial imperatives against dilution risks. Governance-sensitive voters should weigh the potential operational benefits of the transaction against immediate ownership and voting dilution, lock-up and resale risks, and the lack of separate audited Target financials in the proxy materials. The procedural vote excludes shares issued in the First Closing from voting on this proposal under Nasdaq rules, meaning key economic stakeholders may have limited voting influence on approval.
Approve one or more adjournments of the Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve Proposal 3.
Proposal 4 requests shareholder authorization to adjourn the Annual Meeting one or more times to permit further solicitation of proxies if there are not enough votes to approve Proposal 3. Management frames the motion as a procedural mechanism to obtain the votes necessary for a strategic acquisition rather than an attempt to override shareholder sentiment, arguing that submitting adjournment as a formal proposal is more transparent and reduces legal risk compared with unilateral adjournment under the bylaws. If approved, the Board could pause the vote on Proposal 3 and continue outreach to shareholders, including those who previously opposed or abstained, which could materially change the outcome. The proposal has governance implications because it effectively gives management additional time to influence voting outcomes for a specific substantive transaction; investors should consider whether they view that as reasonable outreach or as an attempt to engineer a desired result. The required vote is a majority of shares present and entitled to vote, and approval would enable the Company to attempt to secure the necessary approval for the Nasdaq 19.9% waiver; failure to approve could leave the Company limited in its ability to complete the transaction. The Company notes that the Chair could adjourn under bylaw authority even without this proposal, but prefers a shareholder vote to avoid equitable challenges and for transparency. Risk considerations include additional solicitation costs, potential perception issues among investors, and the possibility that extended solicitation may still fail to obtain the needed votes, in which case the Company would need alternate strategies. Overall, the Board presents this as a governance-forward, pragmatic tool to facilitate completion of the acquisition if stockholder support is initially insufficient.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Potomac Capital Management, Inc. | 2.12% | 518,429 | $481K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.72% | 177,171 | $165K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.63% | 155,366 | $144K |
| 4 | STATE STREET CORP | 0.43% | 106,469 | $99K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.37% | 89,528 | $83K |
| 6 | UBS Group AG | 0.23% | 57,108 | $53K |
| 7 | NORTHERN TRUST CORP | 0.15% | 35,823 | $33K |
| 8 | TritonPoint Partners, LLC | 0.14% | 35,150 | $33K |
| 9 | TRITONPOINT WEALTH, LLC | 0.14% | 35,150 | $33K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.14% | 34,911 | $32K |
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