2 nominees · 3 ballot items.
Election of two Class III directors (Jennifer Cunningham and Sean F. McClain) for three-year terms; ratification of Grant Thornton LLP as Montauk’s independent registered public accounting firm for the year ending December 31, 2026; and consideration of any other matters that may properly come before the Annual Meeting (including adjournments or postponements).
Elect two Class III directors to serve three-year terms expiring at the 2029 Annual Meeting; nominees are incumbents Jennifer Cunningham and Sean F. McClain.
Ratify the Audit Committee’s selection of Grant Thornton LLP as Montauk’s independent registered public accounting firm for the year ending December 31, 2026.
Authorize the meeting to consider and vote on any other matters properly brought before the Annual Meeting, including any postponement or adjournment of the meeting.
This is a catch‑all management proposal that authorizes the Annual Meeting to consider and act on any business properly presented at the meeting, including motions to adjourn or postpone. It does not seek shareholder approval of a specific substantive corporate action but instead provides the proxies and meeting chairs flexibility to address unexpected or procedural matters that may arise at the virtual meeting. Management includes this item as standard practice to ensure the meeting can proceed efficiently if additional matters are raised or if timing or procedural adjustments are necessary. The proxy materials state no affirmative board recommendation on unspecified additional matters; instead the named proxies are authorized to vote on other matters in their discretion. From a governance perspective, the practical effect of this item is limited because decisions on any substantive additional proposals will still depend on vote outcomes and, given the Consortium Agreement holders control roughly 52.3% of voting power, the majority coalition is likely to determine contested outcomes. Shareholders should note that providing discretionary authority to proxies can be consequential if an unanticipated, material proposal is presented, and they may prefer to vote in advance on known agenda items to preserve their intended vote. In the event a substantive proposal is introduced, the board and management would be expected to disclose relevant background only to the extent required, and stockholders should evaluate the substance and alignment with their interests before changing their votes. Finally, procedural items such as adjournments are routine and typically used to allow additional time for voting or to reconvene if technical issues occur at a virtual meeting; they do not alter substantive corporate governance unless used tactically in contested situations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.9% | 2,688,714 | $3M |
| 2 | BlackRock, Inc. | 1.5% | 2,130,092 | $2M |
| 3 | BlackRock, Inc. | 1.2% | 1,705,316 | $2M |
| 4 | Baader Bank Aktiengesellschaft | 1.1% | 1,605,000 | $2M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.1% | 1,523,337 | $2M |
| 6 | STATE STREET CORP | 1.0% | 1,365,473 | $2M |
| 7 | BARCLAYS PLC | 0.7% | 1,025,656 | $1M |
| 8 | AMERICAN CENTURY COMPANIES INC | 0.7% | 954,468 | $1M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 0.4% | 628,072 | $722K |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.4% | 520,611 | $599K |
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