Independent
Tenure on this board
2.8 yrs
Also a director at
Sachem Capital Corp (SACH)Sharplink Inc (SBET)
5 nominees · 6 ballot items.
Election of five directors; approval of 2026 Equity Incentive Plan; approval of reverse stock splits (1-for-2 to 1-for-100, aggregate not more than 1-for-250); authorization of 10 million shares of blank-check preferred stock; amendment to provide officer exculpation; ratification of CBIZ CPAs P.C. as independent auditors for 2026; and other business.
Election of five director nominees: Leslie Bernhard, Mark White, David Owens, M.D., Alan Kazden, and Ben V. Hu, M.D., for one-year terms.
Approve the 2026 Equity Incentive Plan authorizing 7,000,000 shares for awards, replacing the 2023 Plan.
The 2026 Plan asks shareholders to approve replacing the 2023 Plan and authorizing 7,000,000 shares for awards to employees, consultants and directors, including incentive stock options. Management seeks approval to preserve the company’s ability to grant equity compensation critical to recruiting, retaining and incentivizing personnel and aligning pay with shareholder interests; failing approval would constrain long-term incentive grants and likely force higher cash compensation, increasing cash burn. The plan includes governance features: no repricing without shareholder approval, limited share recycling, limits on non-employee director annual compensation, clawback provisions, and no evergreen feature. The Compensation Committee and Board approved the plan after reviewing current share reserves, burn rates, outstanding awards (noting 761,405 shares left under 2023 Plan), and projected needs; they recommend approval to ensure continuity of equity compensation and to permit already-approved contingent option awards to be issued if stockholders approve. The Board’s recommendation is unanimous and framed around competitiveness, alignment of management and shareholder interests, and preserving cash.
Authorize the board to implement one or more reverse stock splits at a ratio between 1-for-2 and 1-for-100 (aggregate not more than 1-for-250), with discretion to select ratio and timing and to abandon.
This management proposal seeks shareholder authorization for the Board to implement one or more reverse stock splits within a 1-for-2 to 1-for-100 range (aggregate not exceeding 1-for-250). The Board argues the flexibility is needed to quickly address Nasdaq’s $1.00 minimum bid price requirement and to potentially broaden investor appeal, improve the stock’s eligibility for broker recommendations and funds, and facilitate future financings. The proposal is designed as a menu of ratios so the Board can select the most appropriate split based on market conditions, minimizing the need for additional shareholder votes. The proposal carries risks: a reverse split may not sustain a higher stock price, could reduce liquidity, and may have anti-takeover implications by increasing the proportion of authorized but unissued shares. The Board will consider trading history, potential dilution from warrants/options, and other factors in choosing whether and when to act. The Board recommends a vote FOR to grant flexibility to address listing and marketability considerations.
Amend the certificate to authorize 10,000,000 shares of blank-check preferred stock, enabling the board to issue preferred stock in one or more series with powers and preferences determined by the board.
This management proposal seeks shareholder approval to amend the Company’s charter to authorize 10 million shares of blank-check preferred stock, granting the Board broad discretion to issue preferred stock in series with customizable rights and preferences. Management argues this authority will provide flexibility for financing, strategic transactions, and capital structure management without needing further shareholder approval for each issuance, subject to legal and exchange rules. The proposal raises potential shareholder concerns: blank-check preferred stock can dilute common shareholders, may have anti-takeover effects, and could be used to entrench management or favor certain investors. The Board states it has no current plans to issue preferred stock but seeks the authorization as a strategic tool. Given the open-ended nature of the authority, shareholders should weigh the tradeoff between strategic flexibility for the company and potential dilution or governance impacts. The Board recommends a vote FOR.
Amend the certificate to add exculpation for certain officers under Delaware law Section 102(b)(7), limiting monetary liability for breach of duty of care for specified officers (with statutory exceptions).
This management proposal requests shareholder approval to amend the charter to expand existing director exculpation to certain officers consistent with DGCL Section 102(b)(7), limiting monetary liability for breach of duty of care for specified officers while preserving liabilities for breaches of duty of loyalty, bad faith, intentional misconduct or transactions conferring improper personal benefit. Management argues this update reflects changes in Delaware law and will help attract and retain senior officers by reducing litigation risk for decisions made in good faith. The proposal may raise governance concerns among shareholders about reducing accountability of officers; however, statutory exceptions limit the scope of exculpation. The Board recommends a vote FOR.
Ratify CBIZ CPAs P.C. as the independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PEAK6 LLC | 1.09% | 240,210 | $79K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.59% | 129,304 | $43K |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 0.57% | 126,536 | $42K |
| 4 | CITADEL ADVISORS LLC | 0.34% | 75,398 | $25K |
| 5 | JANE STREET GROUP, LLC | 0.27% | 60,410 | $20K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.23% | 51,386 | $17K |
| 7 | STATE STREET CORP | 0.15% | 32,300 | $11K |
| 8 | NORTHERN TRUST CORP | 0.11% | 24,100 | $8K |
| 9 | Kovack Advisors, Inc. | 0.10% | 22,325 | $8K |
| 10 | StoneX Group Inc. | 0.06% | 13,497 | $5K |
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