Independent
Tenure on this board
4.6 yrs
Also a director at
Adagio Medical Holdings Inc (ADGM)
3 nominees · 3 ballot items.
Election of three Class B directors; approval to increase authorized common stock from 300,000,000 to 400,000,000 shares; and ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for 2026.
Election of three Class B directors—James L. Cox, M.D., John R. Palumbo, and Ronald M. Sparks—to hold office until the third succeeding annual meeting and until their successors are duly elected and qualified.
Approval of an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock by 100,000,000 shares from 300,000,000 to 400,000,000.
This management proposal asks shareholders to approve an amendment to the Company’s Certificate of Incorporation to increase authorized common shares by 100 million (from 300 million to 400 million). Management and the Board present the change as a practical measure to ensure the Company has sufficient authorized shares to satisfy conversion and issuance obligations tied to outstanding options, warrants, convertible notes and preferred stock, and to preserve flexibility for future equity-based compensation, capital raises, strategic transactions, or acquisitions. The filing discloses that, as of the record date, 195,253,423 shares were outstanding and substantial additional shares were already reserved for issuance (including ~79.4 million reserved for conversion of options, convertible notes and preferred stock and further reserves for equity plans), which helps explain the near-term need for additional authorization. The Board states it will be able to issue the additional shares without further stockholder approval and does not intend to seek additional approvals before any specific issuance unless required by law or exchange rules, which increases management flexibility but also elevates dilution risk for current holders. The company candidly notes potential dilutive effects on earnings per share, equity ownership and market price while arguing that access to additional shares could enable value-enhancing actions (e.g., financing, acquisitions, employee awards) that might increase long-term shareholder value. The proposal also acknowledges a theoretical anti-takeover effect—additional authorized shares could be used defensively to oppose hostile takeover attempts—while the Board states the amendment was prompted by business and financial considerations, not by any known takeover threat. The Board and PAVmed (the parent and largest shareholder) will vote in favor; investors should weigh the operational benefits and near-term capital/compensation requirements against dilution and governance implications, especially given PAVmed’s substantial voting influence and the Board’s ability to issue shares without further shareholder approval.
Ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.05% | 4,154,770 | $5M |
| 2 | MASTERS CAPITAL MANAGEMENT LLC | 1.97% | 4,000,000 | $5M |
| 3 | Aberdeen Group plc | 1.79% | 3,644,277 | $4M |
| 4 | BlackRock, Inc. | 1.58% | 3,211,735 | $4M |
| 5 | Two Seas Capital LP | 1.48% | 3,000,000 | $3M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.94% | 1,907,404 | $2M |
| 7 | STATE STREET CORP | 0.77% | 1,554,581 | $2M |
| 8 | WELLS FARGO COMPANY/MN | 0.60% | 1,226,900 | $1M |
| 9 | PERKINS CAPITAL MANAGEMENT INC | 0.55% | 1,126,000 | $1M |
| 10 | BlackRock, Inc. | 0.51% | 1,034,900 | $1M |
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