Independent
Tenure on this board
3.5 yrs
2 nominees · 3 ballot items.
Election of two Class III directors; ratification of CBIZ CPAs P.C. as independent auditor for 2026; approval of a non-binding advisory vote on executive compensation.
Elect two Class III directors (Louis P. DiPalma and Edward M. Weil, Jr.) to serve until the 2029 annual meeting.
Ratify the audit committee’s selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
This management proposal asks shareholders to ratify the audit committee's appointment of CBIZ as independent registered public accounting firm for fiscal year 2026. Management seeks shareholder approval as a matter of good corporate governance, even though shareholder ratification is not required, and explains that CBIZ was selected following a competitive bid process and that the audit committee retains discretion to change auditors. The proposal is routine but important for transparency; the board recommends a "FOR" vote. The context includes a recent change from PwC to CBIZ announced October 16, 2025, driven by cost and efficiency considerations; PwC's prior audit reports contained an emphasis paragraph on liquidity matters in 2024 but no disagreements with management. The board's recommendation emphasizes audit committee oversight, auditor independence and continuity while noting the committee's right to replace CBIZ if warranted. Given the company's related-party arrangements and governance oversight needs, the selection and ratification of the auditor bears on investor assessment of financial reporting quality and independence.
A non-binding advisory resolution to approve the Company’s named executive officer compensation as disclosed in the proxy statement.
This management proposal requests an advisory approval of the company's executive compensation as disclosed in the proxy statement. Management frames the say-on-pay as non-binding and notes the company is externally managed; the Advisor and AR Global determine NEO compensation and the Company reimburses the Advisor per the advisory agreement. The board recommends a "FOR" vote, emphasizing that the advisory vote does not change contractual reimbursement obligations under the advisory agreement, which runs through July 2030. The proposal raises governance context: potential conflicts due to related-party arrangements with the Advisor and AR Global, and large ownership and influence by Bellevue Capital; shareholders may use the advisory vote to express views on those arrangements even if the vote is non-binding. The proposal requires a majority of votes cast to pass and abstentions/broker non-votes do not count as votes cast.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 0.7% | 20,785 | $177K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.6% | 16,294 | $139K |
| 3 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 11,666 | $99K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 3,158 | $27K |
| 5 | OSAIC HOLDINGS, INC. | 0.0% | 986 | $8K |
| 6 | OSAIC HOLDINGS, INC. | 0.0% | 537 | $5K |
| 7 | Tower Research Capital LLC (TRC | 0.0% | 500 | $4K |
| 8 | Triumph Capital Management | 0.0% | 375 | $3K |
| 9 | Washington Trust Advisors, Inc. | 0.0% | 224 | $2K |
| 10 | UBS Group AG | 0.0% | 194 | $2K |
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