Not independent
Tenure on this board
3.4 yrs
Also a director at
Telomir Pharmaceuticals Inc (TELO)
5 nominees · 3 ballot items.
Vote to elect five directors, ratify Salberg & Company as the independent registered public accounting firm for 2026, and approve adjournment of the Annual Meeting if necessary to solicit additional proxies.
Elect five directors (Erez Aminov, Matthew Pratt Whalen, Matthew Paul Del Giudice, M.D., Denil Nanji Shekhat, M.D., and Edward MacPherson) to the Board to serve until the next annual meeting or until their successors are elected and qualified.
Ratify the appointment of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, if necessary, adjournment of the Annual Meeting to a later date or time to permit further solicitation and vote of proxies if there are not sufficient votes to approve the Director Election Proposal and Auditor Appointment Proposal at the time of the meeting.
This proposal seeks shareholder approval to adjourn the Annual Meeting, if necessary, to permit further solicitation of proxies to secure approval of the Director Election and Auditor Appointment proposals. Management is asking for this contingency authorization so the Company can extend the meeting to obtain additional votes if, at the time of the meeting, there are insufficient votes to approve those key proposals. Practically, the adjournment mechanism provides the Board and management with flexibility to continue outreach to shareholders and solicit discretionary broker votes (the filing notes broker discretionary voting is permitted on the Adjournment Proposal), which can be material for a small-cap company where broker non-votes and low participation may otherwise block action. The vote required is a majority of votes cast in favor versus against, and abstentions have no effect on the outcome, which concentrates the decision among actively voting shareholders. The filing also notes that shareholders who have already submitted proxies retain the right to revoke them prior to use, which preserves shareholder agency during continued solicitation. From a governance perspective, the board’s recommendation to approve the adjournment reflects a desire to ensure that the Company’s nominees and auditor are properly considered and, if necessary, confirmed by an informed and sufficiently large voting base. Potential risks include management using adjournments tactically to secure support for contested matters, but here the proposal is narrowly tailored to permit additional solicitation for two specific routine proposals. Given the Nasdaq-listed company’s quorum threshold (33.33%) and the possibility of broker non-votes on director elections, the adjournment is a common procedural tool to reach a definitive voting outcome. Shareholders should weigh the limited, procedural nature of the request against any concerns about prolonging the meeting process or additional solicitation costs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.79% | 751,801 | $712K |
| 2 | Cross Staff Investments Inc | 0.86% | 359,401 | $340K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.57% | 240,059 | $227K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.41% | 170,668 | $162K |
| 5 | BlackRock, Inc. | 0.30% | 126,616 | $120K |
| 6 | BlackRock, Inc. | 0.26% | 109,769 | $104K |
| 7 | CAPTRUST FINANCIAL ADVISORS | 0.22% | 90,645 | $86K |
| 8 | NORTHERN TRUST CORP | 0.16% | 67,735 | $64K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.15% | 63,823 | $60K |
| 10 | First American Bank | 0.14% | 60,000 | $57K |
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