Not independent
Tenure on this board
22.8 yrs
4 nominees · 3 ballot items.
Elect four directors; cast a non-binding advisory Say-on-Pay vote to approve named executive officer compensation; and ratify Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for fiscal 2026.
Elect four directors (Corey M. Horowitz, Jonathan Greene, Allison Hoffman, and Niv Harizman) to serve until the next Annual Meeting and until their successors are duly elected and qualified.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the 'Say on Pay' resolution).
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed compensation of its named executive officers, as set forth in the Executive Compensation section of the proxy. Management seeks this advisory endorsement to validate its compensation philosophy, practices, and specific pay decisions (including base salaries, discretionary bonuses, restricted stock unit grants, and incentive arrangements) and to give the Compensation Committee feedback from investors. The vote is explicitly non-binding, but the Board and Compensation Committee state they will take the outcome into account when setting future compensation. Contextually, Network-1 is a smaller reporting company that disclosed incentive compensation elements tied to licensing revenues (notably a royalty-linked incentive for the CEO) and has historically received majority support on its say-on-pay resolution in 2025. Because brokers do not have discretion to vote uninstructed shares on this non-routine advisory matter, retail and institutional engagement is necessary for representative results. Management frames the vote as a holistic approval of the company’s overall compensation program rather than approval of any single element or individual award. A vote FOR signals investor acceptance of the pay-for-performance and retention elements of the program; a vote AGAINST would signal dissatisfaction and likely prompt additional shareholder outreach and potential adjustments by the Compensation Committee. The Board’s unanimous recommendation FOR the proposal, and its commitment to consider the vote outcome, reduces the likelihood of immediate changes but preserves investor influence over future pay design decisions.
Ratify the re-appointment of Grassi & Co., CPAs, P.C. as Network-1’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CANNELL CAPITAL LLCActivist | 5.58% | 1,275,213 | $2M |
| 2 | Clayton Partners LLC | 4.50% | 1,029,443 | $2M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.42% | 553,311 | $813K |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 1.87% | 428,344 | $630K |
| 5 | SAYBROOK CAPITAL /NC | 1.44% | 330,043 | $485K |
| 6 | PNC FINANCIAL SERVICES GROUP, INC. | 1.18% | 270,000 | $397K |
| 7 | Canton Hathaway, LLC | 1.07% | 245,673 | $361K |
| 8 | DIMENSIONAL FUND ADVISORS LP | 0.89% | 204,461 | $301K |
| 9 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.56% | 129,161 | $190K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.49% | 111,855 | $164K |
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