Not independent
Tenure on this board
4.1 yrs
4 nominees · 4 ballot items.
Stockholders will elect four directors, ratify Cherry Bekaert LLP as independent auditor for fiscal 2026, approve a discretionary 1-for-2 to 1-for-12 reverse stock split amendment, and consider any other properly presented business.
Elect Harrison R. Gross, Kristen McLaughlin, Louis Castro, and Olivia C. Bartlett to serve until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment authorizing the Board, in its sole discretion and within one year after stockholder approval, to effect a reverse split of the issued and outstanding Common Stock at a ratio between 1-for-2 and 1-for-12.
Proposal 3 asks stockholders to approve an amendment to the Articles of Incorporation permitting a reverse split of the Company’s outstanding Common Stock at a ratio ranging from 1-for-2 to 1-for-12. The Board, rather than stockholders, would select the precise ratio and timing if it elects to implement the transaction. The authorization would remain available for one year after stockholder approval, but approval would not itself require the Company to complete a reverse split. Management’s primary stated objective is to increase the per-share trading price of the Common Stock and address the stock-price element of the applicable national exchange’s continued-listing requirements. The Company also expects that a higher share price could improve marketability, investor acceptance, institutional eligibility, analyst coverage, and trading liquidity. The proposal would reduce outstanding shares proportionately while leaving the 50,000,000 authorized-share limit unchanged, so each holder’s ownership percentage would generally remain the same immediately after the split, subject to fractional-share rounding. The filing acknowledges material risks, including the possibility that the market price will not rise proportionately or remain elevated, increased odd-lot transaction costs, reduced liquidity, and greater flexibility for the Board to issue authorized but unissued shares without a further stockholder vote. The Board states that it has no current plan to issue the newly available shares and that the reverse split is not part of a plan to take the Company private or a response to a specific takeover effort. The Board unanimously recommends a vote FOR because it believes the flexibility to implement a split when necessary could help preserve the Company’s exchange listing and enhance the trading characteristics of the Common Stock.
Transact any other business that may properly come before the Annual Meeting or any adjournment or postponement.
This is a standard procedural authorization covering any additional matter that may properly come before the Annual Meeting or an adjournment. The filing states that the Board knows of no other matter expected to be presented. If another matter is properly raised, the persons named as proxies may vote according to their best judgment. The authorization is intended to prevent the proxy from becoming ineffective solely because an unforeseen but proper matter arises. It does not identify a specific transaction, governance amendment, compensation action, or other substantive item for stockholder consideration. No shareholder proponent is identified, and no separate supporting statement or management opposition statement is provided. The proxy materials indicate that signed proxies will be voted at the discretion of the proxy holders on such matters. The Board’s general proxy instructions state that the proxies will be voted for any other proposal properly presented. Accordingly, the practical effect is to grant discretionary voting authority rather than to seek approval of a defined proposal. The filing does not provide a separate substantive rationale beyond customary proxy-administration purposes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Cetera Investment Advisers | 6.71% | 577,350 | $450K |
| 2 | XTX Topco Ltd | 0.48% | 40,996 | $32K |
| 3 | CITADEL ADVISORS LLC | 0.34% | 29,596 | $23K |
| 4 | KEYBANK NATIONAL ASSOCIATION/OH | 0.23% | 20,000 | $16K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.20% | 17,194 | $13K |
| 6 | HRT FINANCIAL LP | 0.15% | 12,634 | $10K |
| 7 | JANE STREET GROUP, LLC | 0.14% | 11,785 | $9K |
| 8 | UBS Group AG | 0.06% | 5,186 | $4K |
| 9 | Tower Research Capital LLC (TRC | 0.04% | 3,469 | $3K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.01% | 941 | $733 |
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