5 nominees · 3 ballot items.
Elect five directors; ratify BDO USA, P.C. as independent auditors for 2026; and hold an advisory "Say on Pay" vote on executive compensation.
A proposal to elect five directors (Alan Yu, Jian Guo, Paul Y. Chen, Eric Chen, and Eve Yen), each for a term expiring at the next Annual Meeting or until their successors are duly elected and qualified.
A proposal to ratify the Audit Committee's selection of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the Company's executive compensation as disclosed in the proxy, including salary and equity awards to named executive officers. Management seeks this advisory approval pursuant to the Dodd-Frank Act and SEC rules to provide shareholders an opportunity to express their view on pay practices; while advisory, the Compensation Committee will consider the vote outcome when setting future compensation. The proxy disclosure shows the Company has granted restricted stock units and maintains employment agreements with base salaries and potential bonuses, reflecting a mix of cash and equity incentives intended to align executives’ interests with long-term shareholder value. The Board recommends a "FOR" vote and frames the proposal as a routine governance matter intended to solicit shareholder feedback rather than to change compensation immediately. Relevant context includes the Company's remediation of prior internal control weaknesses and the use of RSUs that vest over multi-year periods, which management presents as retention and performance-alignment mechanisms. Because the vote is advisory, approval will not alter contractual arrangements but provides a signal to management and the Compensation Committee about investor acceptance of current practices. Potential investor concerns could include the magnitude and vesting terms of equity awards, related-party ownership concentration among insiders, and prior remediation of control weaknesses—factors the Board must weigh when assessing shareholder sentiment. The Board’s recommendation emphasizes responsiveness to the advisory result, committing to consider shareholder feedback in subsequent compensation decisions, which is management’s primary counterweight to shareholder influence under a non-binding framework.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.94% | 387,902 | $11M |
| 2 | Ranger Investment Management, L.P. | 1.63% | 325,104 | $9M |
| 3 | BlackRock, Inc. | 1.50% | 299,736 | $8M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 1.34% | 267,308 | $7M |
| 5 | AMERICAN CENTURY COMPANIES INC | 1.31% | 261,899 | $7M |
| 6 | BANK OF MONTREAL /CAN/ | 1.16% | 230,815 | $6M |
| 7 | De Lisle Partners LLP | 1.15% | 229,143 | $6M |
| 8 | TWO SIGMA INVESTMENTS, LP | 1.05% | 208,757 | $6M |
| 9 | KTF INVESTMENTS, LLC | 0.96% | 191,845 | $5M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.95% | 189,670 | $5M |
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