Oron Branitzky
Independent
Tenure on this board
New nominee
2 nominees · 5 ballot items.
Elect two Class II directors; advisory approval of executive compensation (Say-on-Pay); grant the board authority to effect a reverse stock split (1-for-2 to 1-for-30) and handle fractional shares; authorize 10,000,000 shares of blank-check preferred stock; and ratify appointment of Somekh Chaikin as independent public accountant.
Elect two Class II directors, Oron Branitzky and Guy Zimmerman, each to serve a three-year term or until their respective successors are elected and qualified.
Advisory, non-binding vote to approve the compensation awarded to the company’s named executive officers for the fiscal year ended December 31, 2025, as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the overall compensation paid to the company’s named executive officers for fiscal 2025 as disclosed in the proxy statement. Management frames the vote as reflective of the company’s pay-for-performance philosophy and states that the compensation committee will consider the outcome when making future compensation decisions. The request is routine for public companies and is intended to provide the board with stockholder feedback rather than to change any specific element of pay. The board recommends a FOR vote, arguing that current programs support business objectives and incentivize management to pursue growth and operational targets. For investors evaluating the proposal, key contextual factors include the company’s pay versus performance disclosure (showing changes in compensation actually paid and TSR), the mix of cash and equity compensation, and any performance-based vesting conditions on restricted stock awards. While advisory, an adverse vote could trigger a board and compensation committee review and possible adjustments; conversely, a strong FOR vote gives the board affirmation to continue its existing compensation approach. The proposal does not alter compensation directly and is not binding, but it serves as a governance signal about alignment between pay and shareholder interests. Given the company’s disclosure of significant equity awards and the compensation committee’s role in designing pay, investors should weigh alignment of long-term incentives with observed company performance and governance practices.
Authorize the board, in its discretion, to amend the Certificate of Incorporation to effect one or more reverse stock splits of common stock at a ratio between 1-for-2 and 1-for-30 (not to exceed aggregate 1-for-30) and to determine treatment of fractional shares, with any reverse split to be completed no later than July 21, 2027.
This management proposal requests stockholder approval to grant the board discretionary authority to effect one or more reverse stock splits of common stock at ratios between 1-for-2 and 1-for-30, to be implemented, if at all, by filing an amendment to the Certificate of Incorporation no later than July 21, 2027. Management’s stated objective is to increase the per-share market price to regain compliance with Nasdaq’s minimum bid price requirement and to broaden the investor base by making the shares more attractive to institutional investors who may avoid low-priced stocks. The proposal is framed to provide the board flexibility to select a ratio within the approved range based on market conditions, trading history, and listing requirements, and to abandon the split if it would not be in stockholders’ best interests. The board also requests authority to address fractional shares either by cash-out, rounding up, or transfer-agent sale, which affects small shareholders’ outcomes and administrative logistics. For investors, the key trade-offs include potential benefits of higher per-share price and increased institutional interest versus risks of reduced liquidity, potential odd-lot holdings, and possible negative market reaction that could offset price gains. The Reverse Stock Split will not change the company’s authorized common shares and may increase authorized-but-unissued shares, which could have anti-takeover implications when combined with other corporate actions. The board’s recommendation to vote FOR is supported by the company’s existing Nasdaq deficiency notice and the judgment that a split could be a pragmatic tool to regain compliance; however, execution risk remains, and success depends on market reception and underlying business performance. Given the discretionary nature of the authority and the range of ratios, shareholders are effectively delegating a significant implementation decision to the board, making board judgment and governance oversight central to any eventual outcome.
Approve amendment to the Amended and Restated Certificate of Incorporation to authorize 10,000,000 shares of preferred stock (par value $0.001), blank-check preferred stock issuable in one or more series with terms determined by the Board.
This proposal asks stockholders to approve a charter amendment to authorize 10,000,000 shares of blank-check preferred stock that the board may issue in one or more series with terms set at the board’s discretion. Management’s rationale is capital flexibility: preferred stock can be an efficient tool for raising capital, structuring financing, or facilitating acquisitions without immediately diluting common equity or seeking prior stockholder approval for each issuance. The authority would permit the board to set dividend, liquidation, conversion, redemption, and voting terms for each series, potentially enabling tailored securities to meet market demand or strategic needs. However, granting blank-check authority raises governance and shareholder-protection concerns: the board could create series with superior economic or voting rights that dilute common stockholders’ economic interests or impede takeover attempts. The company discloses these anti-takeover and dilution risks and notes that the Board does not currently intend to issue preferred stock but seeks the authority to act quickly if opportunities arise. The vote requires approval by a majority of outstanding common stock, reflecting the high significance of the charter change. Investors evaluating the proposal should weigh the operational benefits of financing flexibility against the potential for future dilutive or control-impairing issuances and consider the board’s track record and stated intent to exercise authority consistent with fiduciary duties.
Ratify the appointment of Somekh Chaikin as the company’s independent public accountant for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Williams Novak, LLC | 0.6% | 27,030 | $18K |
| 2 | XTX Topco Ltd | 0.4% | 19,530 | $11K |
| 3 | CITADEL ADVISORS LLC | 0.4% | 19,423 | $11K |
| 4 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.3% | 13,102 | $8K |
| 5 | UBS Group AG | 0.1% | 4,362 | $3K |
| 6 | MORGAN STANLEY | 0.0% | 509 | $294 |
| 7 | SBI Securities Co., Ltd. | 0.0% | 25 | $14 |
| 8 | Johnson Financial Group, Inc. | 0.0% | 1 | $1 |
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