Not independent
Tenure on this board
5.0 yrs
5 nominees · 3 ballot items.
Elect five directors; ratify Deloitte as independent registered public accounting firm for 2026; approve an amendment to the Certificate of Incorporation to permit a Board‑determined reverse stock split of Class A and Class B shares at a ratio between 1‑for‑10 and 1‑for‑30.
Elect five directors to serve for one-year terms until the 2027 annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Certificate of Incorporation to permit the Board, in its discretion and within 12 months, to effect a reverse stock split of Class A and Class B common stock at a ratio between 1‑for‑10 and 1‑for‑30, with timing and exact ratio determined by the Board without further stockholder approval.
This management proposal asks shareholders to grant the Board authority to amend the Certificate of Incorporation to implement a reverse stock split of Class A and Class B common stock at a Board‑determined ratio between 1‑for‑10 and 1‑for‑30, exercisable within 12 months after the annual meeting. Management seeks this authorization primarily as a tool to address Nasdaq minimum bid price noncompliance: the company received a notice for failing to maintain the $1.00 minimum bid price, transferred to the Nasdaq Capital Market and now has an additional compliance period that expires November 2, 2026. The Board emphasizes flexibility — approval would permit it to choose the precise ratio and timing to maximize the chance of regaining or maintaining listing compliance and to respond to market conditions without returning to shareholders for each specific ratio. The proxy explains ancillary benefits the Board sees, including potentially increasing per‑share trading price to be more attractive to institutional investors, improving marketability, and preserving Nasdaq listing which supports liquidity and employee equity programs. The company expressly reserves the right not to effect the split even if approved, and to abandon the split prior to filing the Certificate of Amendment if market, operational, or other considerations make implementation inadvisable. The filing would not change authorized shares or par value, but would proportionately reduce outstanding shares and effectively increase authorized but unissued shares; the company notes possible downsides such as reduced liquidity, increased odd‑lot holdings and transactional costs, potential negative market perception, and that the split may not achieve the intended price increase. The Board will weigh factors including trading history, liquidity, ratio impact on odd lots and holder counts, business developments and Nasdaq criteria when deciding whether and how to act. If implemented, equitable adjustments to equity awards and plans would be made and fractional shares would be paid in cash; the Board’s limited 12‑month authority balances flexibility with accountability, but final implementation risk and market reaction remain uncertain.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Almitas Capital LLC | 3.7% | 4,704,534 | $2M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.0% | 3,818,934 | $2M |
| 3 | AMERIPRISE FINANCIAL INC | 2.5% | 3,259,147 | $2M |
| 4 | BlackRock, Inc. | 2.4% | 3,053,938 | $1M |
| 5 | Rubric Capital Management LP | 2.1% | 2,697,384 | $1M |
| 6 | BlackRock, Inc. | 2.1% | 2,637,352 | $1M |
| 7 | Chevy Chase Trust Holdings, LLC | 1.9% | 2,423,198 | $1M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 2,323,717 | $1M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 1.8% | 2,322,739 | $1K |
| 10 | STATE STREET CORP | 1.4% | 1,783,763 | $837K |
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