Independent
Tenure on this board
2.5 yrs
5 nominees · 3 ballot items.
Elect five directors to serve until 2027; ratify Weaver and Tidwell L.L.P. as the Company’s independent registered public accounting firm for 2026; and approve an amendment to the Company’s 2023 Incentive Award Plan to increase the share reserve by 500,000 shares to a total of 661,012 shares.
Elect Margaret Chu, Stuart V. Flavin III, Daniel Friedberg, David Gow and Petros Kitsos as directors to hold office until the 2027 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of Weaver and Tidwell L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve a Board-adopted amendment to the 2023 Incentive Award Plan to increase the number of shares authorized for issuance under the plan by 500,000 shares, increasing the total authorized for issuance to 661,012 shares.
This management proposal asks shareholders to approve the Board-adopted Second Amendment to the Company’s 2023 Incentive Award Plan that would increase the share reserve by 500,000 shares, bringing the total authorized under the plan to 661,012 shares. Management is seeking shareholder approval because plan amendments that increase the number of shares available for equity awards generally require stockholder approval and because the Board believes additional share capacity is necessary to attract, retain and motivate employees, consultants and non-employee directors. The proxy explains the company has 65,902 shares remaining under the plan as of the record date and contends that without additional shares the company lacks sufficient capacity to meet current and projected equity award needs. The amendment is framed as a standard compensation governance action to preserve the company’s ability to grant RSUs, options and performance awards and to remain competitive in its industry. The Board emphasizes balancing shareholder interests with recruiting needs and states that the increase reflects industry best practices and expected future grant levels. The proposal should be evaluated in the context of the company’s recent reverse stock split, the 2025 private placement that materially increased insider ownership, and existing dilution from outstanding warrants and earlier awards; these factors bear on the economic impact and potential dilution of the requested increase. The Board recommends a vote FOR because it believes the additional shares are necessary for compensation flexibility and to support the company’s ability to retain and incentivize key personnel. Investors should consider the current share pool, historical grant practices, potential burn rate, and governance safeguards such as limits on non-employee director compensation and share recycling provisions when assessing the proposal. The transaction carries typical trade-offs between incentive alignment and dilution; sophisticated investors should weigh projected equity award pacing and the company’s capital needs against the incremental dilution of 500,000 shares.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | 325 CAPITAL LLC | 1311.7% | 26,489,912 | $6M |
| 2 | SANDERS MORRIS HARRIS LLC | 192.7% | 3,892,370 | $900K |
| 3 | Bleichroeder LP | 60.5% | 1,222,493 | $283K |
| 4 | Ghisallo Capital Management LLC | 47.6% | 960,339 | $222K |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 42.8% | 864,931 | $200K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 21.6% | 436,190 | $101K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 11.6% | 234,802 | $54K |
| 8 | STATE STREET CORP | 6.2% | 124,300 | $29K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 4.6% | 93,763 | $22K |
| 10 | U.S. Capital Wealth Advisors, LLC | 4.1% | 83,573 | $19K |
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