Not independent
Tenure on this board
New nominee
3 nominees · 2 ballot items.
Election of three directors; approval to increase authorized Class A shares; approval to authorize a reverse stock split (1:2 to 1:20) at Board discretion; approval to increase shares under 2021 Incentive Award Plan by 5,000,000; ratification of independent auditor; approval to adjourn the meeting if needed; and transacting other business.
Election of three Class II directors (Stephen H. Willard, Leah Rush Cann, Deborah Ascheim) to serve until the 2029 annual meeting.
Amend Certificate of Incorporation to increase authorized Class A common stock from 84,295,000 to 175,000,000 shares.
The proposal requests shareholder approval to amend the charter to nearly double the authorized Class A common stock from approximately 84.3 million to 175 million shares, increasing total authorized capital to 195.705 million shares. Management argues the additional authorized shares provide flexibility for future corporate needs — including equity compensation, financings, strategic transactions, and potential acquisitions — without the delay and expense of further stockholder meetings. The filing notes current limited remaining authorized shares (approx. 3.6 million) after considering reserved shares for equity plans, warrants, and conversions, indicating near-term insufficiency for planned activities. The board disclaims intent to use the increase for anti-takeover purposes but acknowledges that additional shares could be used defensively in certain circumstances. Shareholder approval is required by majority of outstanding shares; if approved, the amendment will be filed with Delaware. The board unanimously recommends a “FOR” vote, arguing the capital flexibility outweighs potential dilution risks, which are disclosed.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.74% | 542,032 | $564K |
| 2 | MILLENNIUM MANAGEMENT LLC | 1.43% | 446,725 | $465K |
| 3 | BlackRock, Inc. | 0.72% | 224,198 | $233K |
| 4 | ADAR1 Capital Management, LLC | 0.64% | 200,000 | $208K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.58% | 180,491 | $188K |
| 6 | JANE STREET GROUP, LLC | 0.48% | 148,358 | $154K |
| 7 | HRT FINANCIAL LP | 0.38% | 118,891 | $124K |
| 8 | Beacon Pointe Advisors, LLC | 0.32% | 100,000 | $104K |
| 9 | STATE STREET CORP | 0.15% | 45,380 | $47K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.12% | 38,715 | $40K |
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