Not independent
Tenure on this board
31.7 yrs
1 nominee · 3 ballot items.
Shareholders will vote on the election of David Gordon as a director, ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for fiscal 2026, and advisory approval of executive compensation.
Elect David Gordon to the classified Board for a three-year term expiring at the 2029 annual meeting of stockholders, or until his successor is elected and qualified.
Ratify the Audit Committee’s appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026.
Approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement under SEC compensation disclosure rules.
Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed under Item 402 of Regulation S-K. The resolution covers the Summary Compensation Table, other executive compensation tables, and the related narrative disclosures in the 2026 proxy statement. The proposal is not directed at any single salary, bonus, benefit, or equity award, but at the overall compensation program and its underlying philosophy, policies, and practices. Management states that the program generally combines base salary, annual bonuses, and equity-based incentives. The stated objectives are to provide compensation commensurate with the Company’s financial resources, retain experienced executives, and align management’s interests with those of stockholders. The filing notes that the Compensation Committee recommends executive compensation decisions to the Board and considers performance, responsibilities, experience, peer-company salary levels, and the Company’s financial performance. In fiscal 2025, Andrew Gordon received total reported compensation of $431,691 and David Gordon received $326,056, including salary, bonuses, and specified benefits. The filing also describes a significant 2026 amendment and subsequent reversal involving Andrew Gordon’s base salary, a proposed $1.6 million retention incentive, and a $218,958 make-whole payment, providing important context for the compensation discussion. Because the vote is advisory, it does not bind the Company, the Compensation Committee, or the Board, but management states that it will consider significant stockholder opposition and evaluate whether corrective action is warranted. The Board unanimously recommends a vote FOR the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 7.50% | 427,964 | $1M |
| 2 | Quinn Opportunity Partners LLC | 2.03% | 116,160 | $388K |
| 3 | DIMENSIONAL FUND ADVISORS LP | 1.57% | 89,652 | $299K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.42% | 80,883 | $270K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.81% | 46,134 | $154K |
| 6 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.76% | 43,219 | $144K |
| 7 | Empowered Funds, LLC | 0.74% | 42,219 | $141K |
| 8 | CITADEL ADVISORS LLC | 0.69% | 39,604 | $132K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.56% | 32,178 | $107K |
| 10 | MCINTYRE FREEDMAN FLYNN INVESTMENT ADVISERS INC | 0.51% | 29,000 | $97K |
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