Not independent
Tenure on this board
6.7 yrs
5 nominees · 5 ballot items.
Approve issuance of up to $10M (up to 10,000,000 shares) potentially below Nasdaq minimum price; Approve reverse stock split up to 1-for-250 at Board discretion; Approve amendment to increase 2020 Equity Incentive Plan reserve to 50,000,000 shares and add 10-year 5% annual evergreen; Approve adjournment authority; Transact any other proper business.
Approve issuance of up to $10,000,000, or up to 10,000,000 shares, in one or more private placements or registered offerings, at a price that may be above, equal to or below the Nasdaq Minimum Price (not more than 15% discount), to unidentified investors, subject to specified limits and completion within three months.
Approve amendment to Articles of Incorporation to authorize the Board, at its discretion, to effect one or more reverse stock splits of common stock at ratios up to 1-for-250, in one or more occasions within 12 months, to maintain Nasdaq listing compliance.
Approve Third Amended and Restated 2020 Equity Incentive Plan to increase shares reserved for issuance to 50,000,000 shares and adopt an evergreen provision that automatically increases the reserve by 5% of outstanding shares each January 1 from 2027 through 2037.
The Board seeks shareholder approval to amend and restate the 2020 Equity Incentive Plan to replenish the share reserve to 50,000,000 shares (restoring the pre-reverse-split authorized amount) and to add a ten-year evergreen provision that automatically increases the share reserve by 5% of outstanding shares annually. Management argues that prior reverse splits materially reduced the available share reserve and that expanding the pool and adding automated annual increases will allow the Company to continue granting equity awards necessary to attract, retain and motivate employees, directors and consultants and to align their interests with stockholders. The proposal is structured to comply with Nasdaq listing and Internal Revenue Code Section 422 requirements. If approved, the Plan would allow awards across a wide set of instruments (ISOs, NSOs, SARs, RSUs, performance awards) and grant broad administrative discretion to the Board/Committee over terms and adjustments. Principal governance considerations include potential dilution from a large share reserve and the multi-year evergreen feature, which could lead to ongoing dilution without further shareholder votes unless the Board elects to limit increases. Management contends the dilution is reasonable relative to the need for equity to retain talent and avoid increasing cash compensation, while stockholders should weigh the size of the increase and the ten-year automatic increases against the company’s capitalization and future hiring needs. The Board recommends a vote FOR, citing the operational and recruiting benefits and Nasdaq compliance rationale. The proposal could meaningfully increase potential dilution over time and warrants monitoring of actual grant practices, burn rate, and executive compensation alignment if approved.
Authorize adjournment/postponement of the Special Meeting to solicit additional votes or establish a quorum if there are insufficient votes to approve Proposals 1-3 or to establish a quorum.
Transact any other proper business that may be presented at the Special Meeting or any adjournment thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 36.96% | 27,153 | $38K |
| 2 | UBS Group AG | 8.60% | 6,315 | $9K |
| 3 | UBS Group AG | 0.84% | 616 | $856 |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.48% | 350 | $486 |
| 5 | OSAIC HOLDINGS, INC. | 0.02% | 16 | $22 |
| 6 | SBI Securities Co., Ltd. | 0.00% | 1 | $1 |
| 7 | Caitong International Asset Management Co., Ltd | 0.00% | 1 | $1 |
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