Independent
Tenure on this board
3.0 yrs
3 nominees · 3 ballot items.
Elect three Class I directors; approve an amendment to increase authorized common shares from 7,500,000 to 10,000,000; and ratify Forvis Mazars, LLP as independent registered public accounting firm for 2026.
Elect three Class I directors for three-year terms expiring at the 2029 annual meeting.
Approve an amendment to the Certificate of Incorporation to increase authorized common stock from 7,500,000 to 10,000,000 shares.
This management proposal asks stockholders to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase authorized common shares from 7.5 million to 10 million. Management and the Board state the change is sought to provide flexibility for stock dividends, future capital raises, acquisition currency and to preserve shares for equity compensation under existing plans; as of the record date only 680,244 shares remained available which the Board views as potentially constraining. The proposal is not an immediate issuance of stock but a pre-authorization to enable timely responses to financing or strategic opportunities without the delay or cost of a special meeting. The Company discloses that issuance of additional shares could dilute existing holders and could, under certain circumstances, be used in a way that has an anti-takeover effect; the Board highlights these risks while concluding the benefits of strategic and financing flexibility outweigh them. The Board unanimously recommends a FOR vote and explains that broker-dealers may vote this routine matter in their discretion, while approval requires a majority of outstanding shares. The likely shareholder considerations include potential dilution versus the strategic benefit of being able to pursue acquisitions or financings quickly and the relatively small number of currently available shares relative to outstanding and reserved amounts. From a governance perspective, investors should weigh the absence of any present plan to issue shares against management’s desire to preserve optionality, and consider whether additional governance safeguards around future issuances are appropriate. If approved, the amendment will become effective upon filing with the Delaware Secretary of State; if not approved, the Company may need to convene a special meeting to increase authorization in the future, which could delay transactions.
Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 5.0% | 302,438 | $8M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 212,679 | $5M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.0% | 179,880 | $4M |
| 4 | BlackRock, Inc. | 2.3% | 141,607 | $4M |
| 5 | KORNITZER CAPITAL MANAGEMENT INC /KS | 1.9% | 115,451 | $3M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 92,792 | $2M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.1% | 66,053 | $2M |
| 8 | Trust Co | 1.0% | 60,809 | $2M |
| 9 | BlackRock, Inc. | 1.0% | 58,652 | $1M |
| 10 | De Lisle Partners LLP | 0.9% | 56,036 | $1M |
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