3 nominees · 3 ballot items.
Elect three Class III directors (Joseph Kelliher, Brad Pollack, Daniel J. Rice IV); ratify KPMG LLP as independent auditor for fiscal year ending December 31, 2026; and transact any other business properly brought before the Annual Meeting.
Elect Joseph Kelliher, Brad Pollack, and Daniel J. Rice IV to serve as Class III directors until the 2029 annual meeting or until their successors are elected and qualified.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
This proposal is a catch‑all authorization to consider and act on any additional matters that may be properly presented at the Annual Meeting. The Company’s proxy materials state that it does not expect any additional matters to be presented, but, if other matters are properly presented, the proxies are authorized to vote in their discretion. From a governance perspective, this item preserves the meeting’s procedural flexibility to address unforeseen or time‑sensitive matters without requiring an adjournment or a special meeting. Practical implications include that proxies will exercise discretion consistent with the Board’s guidance and fiduciary duties, and brokers holding shares in street name generally lack authority to vote on non‑routine matters absent instructions from beneficial owners, which can result in broker nonvotes on any such items. The voting standard for non‑director, non‑auditor matters is a majority of votes cast by holders present in person or represented by proxy; abstentions and broker nonvotes do not count as votes cast and thus typically do not affect the outcome. Because the Board has not provided a specific recommendation for unspecified matters, investors evaluating potential outcomes should consider management’s general policy on proxy discretion and any subsequent supplemental disclosures the Company might make if substantive proposals are announced prior to the meeting. The presence of this item does not itself propose a change in corporate governance, compensation, or capital structure, but it could encompass such proposals if they were timely and properly presented by management or eligible stockholders. Given the open‑ended nature of the item, sophisticated analysts should monitor any Form 8‑K, supplemental proxy materials, or meeting announcements issued before the meeting to determine whether material proposals beyond Items 1 and 2 are added and to assess the Company’s and proponents’ arguments on any such matters.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Share Andrew L. | 4.3% | 9,767,500 | $15M |
| 2 | HITE Hedge Asset Management LLC | 1.2% | 2,763,424 | $4M |
| 3 | PEAK6 LLC | 0.9% | 1,988,215 | $3M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.7% | 1,643,795 | $3M |
| 5 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 0.7% | 1,540,000 | $2M |
| 6 | Sourcerock Group LLC | 0.7% | 1,504,126 | $2M |
| 7 | BlackRock, Inc. | 0.5% | 1,224,489 | $2M |
| 8 | TWO SIGMA INVESTMENTS, LP | 0.5% | 1,080,281 | $2M |
| 9 | COHEN STEERS, INC. | 0.4% | 892,140 | $1M |
| 10 | BlackRock, Inc. | 0.3% | 762,328 | $1M |
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