Not independent
Tenure on this board
11.2 yrs
6 nominees · 5 ballot items.
Election of five directors; Ratification of PwC as auditor; Advisory say-on-pay vote on executive compensation; Approval to amend 2017 Equity Incentive Plan to increase share reserve by 1,000,000 shares; and transaction of other business.
Elect five members of the Board of Directors to hold office until the next annual meeting or until successors are elected and qualified.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027.
Advisory, non-binding vote to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed. Management seeks approval to affirm its compensation philosophy that emphasizes market-competitive pay with a significant portion tied to long-term equity incentives and performance-based awards. The vote is intended to provide feedback to the Compensation Committee; the Board recommends FOR to signal alignment between pay and Company objectives. Context includes Loop’s pre-revenue stage, use of equity in lieu of cash bonuses in fiscal 2026, and prior strong shareholder support (99.49% in 2025). Management argues the program aligns executives’ incentives with shareholder value, while stockholders retain the right to express dissatisfaction through this advisory vote. The Compensation Committee uses external consultants and considered prior say-on-pay results when designing compensation. A FOR vote supports current pay practices; an AGAINST vote would prompt reconsideration by the Board and Compensation Committee but would not be binding.
Approve a one-time increase of 1,000,000 shares to the share reserve under the 2017 Equity Incentive Plan to allow future equity awards, including a contingent grant of 1,000,000 options to the CEO.
The proposal requests shareholder approval to amend the Company’s long-standing equity incentive plan by adding 1,000,000 shares to the plan reserve, primarily to permit a contingent grant of 1,000,000 options to the CEO. Management frames the increase as necessary to continue using equity to attract, retain and incentivize senior executives and staff in a pre-revenue company that relies on equity in lieu of cash compensation. Approval would increase available shares for future grants from 604,101 to approximately 1,604,101 (subject to adjustments). The Board emphasizes the director and executive interest in the amendment, noting that awards are discretionary and governed by plan limits, vesting schedules, and potential anti-dilution adjustments. Notably, the proposal includes a specific benefit to the CEO, which may raise governance considerations about insider self-dealing, but management discloses the contingent option grant and asserts the Compensation Committee recommended it. The vote requires a majority and is routine in aligning compensation resources; failure to pass could constrain the Company’s ability to grant equity awards, potentially affecting recruitment and retention. The plan contains standard features (option SARs RSUs performance awards), anti-dilution adjustments, non-employee director limits, and change-in-control provisions. The Board recommends FOR, citing alignment with long-term shareholder value and retention needs.
Transact such other business as may properly come before the meeting or any postponement or adjournment thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Lido Advisors, LLC | 0.49% | 237,501 | $228K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.47% | 228,616 | $220K |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 0.47% | 227,492 | $218K |
| 4 | BlackRock, Inc. | 0.45% | 217,349 | $209K |
| 5 | Corient Private Wealth LP | 0.45% | 217,130 | $208K |
| 6 | NWF Advisory Services Inc. | 0.35% | 167,616 | $161K |
| 7 | OSAIC HOLDINGS, INC. | 0.35% | 167,141 | $160K |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 0.31% | 151,100 | $145K |
| 9 | FIFTH THIRD BANCORP | 0.31% | 150,118 | $144K |
| 10 | MORGAN STANLEY | 0.26% | 124,511 | $120K |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.