Not independent
Tenure on this board
4.9 yrs
9 nominees · 1 ballot item.
Approval to amend the Certificate of Incorporation to authorize a reverse stock split of Common Stock at a ratio between 1‑for‑5 and 1‑for‑15 to be chosen by the Board; Board recommends For.
Approve amendments to the Certificate of Incorporation to effect a reverse stock split of Class A and Class B Common Stock at a ratio determined by the Board between 1-for-5 and 1-for-15, inclusive, and authorize the Board to decide whether, when, and at what ratio (on or before December 31, 2026) to implement or abandon the reverse split.
The Board is seeking approval to amend the Certificate of Incorporation to permit a reverse stock split of Common Stock at a ratio between 1-for-5 and 1-for-15, and to grant the Board discretion to decide whether and when to implement the split through December 31, 2026. Management's stated rationale is to cure noncompliance with the NYSE minimum bid price rule (Rule 802.01C), reduce the risk of delisting, and potentially make the stock more attractive to institutional investors and other market participants. The Board will consider market conditions, trading prices and volumes, NYSE continued listing standards, and other factors when deciding whether to effect the split and at what ratio. The proposal is structured so that approving stockholders also authorize the Board to abandon the amendment or to select the ratio and timing without further stockholder action; this gives management flexibility but reduces shareholders’ control over the exact split ratio and timing. The reverse split will be applied uniformly to Class A and Class B shares, will not affect par value, and will eliminate fractional shares with cash-out treatment. The Board acknowledges risks, including possible reduced liquidity, odd-lot effects, and the possibility that the split may not yield the intended increase in market capitalization or sustained compliance with NYSE listing rules. If approved, the action requires a majority of outstanding shares and the Board recommends a vote "FOR" on the basis that the potential benefits outweigh the risks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Technology Crossover Management VIII, Ltd. | 30.92% | 3,949,791 | $4M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 19.58% | 2,501,004 | $2M |
| 3 | MONETA GROUP INVESTMENT ADVISORS LLC | 8.06% | 1,029,701 | $943K |
| 4 | BlackRock, Inc. | 7.62% | 973,867 | $892K |
| 5 | AQR CAPITAL MANAGEMENT LLC | 6.58% | 840,082 | $770K |
| 6 | GSA CAPITAL PARTNERS LLP | 6.35% | 811,089 | $743K |
| 7 | RBF Capital, LLC | 6.02% | 768,988 | $704K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 4.76% | 607,955 | $558K |
| 9 | MILLENNIUM MANAGEMENT LLC | 3.91% | 499,158 | $457K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 3.08% | 393,970 | $361K |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.