Independent
Tenure on this board
14.7 yrs
Also a director at
Strawberry Fields REIT Inc (STRW)
6 nominees · 4 ballot items.
Elect six directors; approve an amendment to the Articles to authorize a class of nonvoting common stock; ratify Hacker, Johnson & Smith, P.A. as independent auditor for 2026; and approve adjournment of the meeting if there are insufficient votes to approve any proposal.
Elect six (6) directors to serve one-year terms until the 2027 annual meeting.
Authorize the Articles amendment to create up to 30,000,000 shares of Nonvoting Common Stock and permit exchange of certain outstanding preferred shares into Nonvoting Common Stock.
This management proposal asks shareholders to approve an amendment to the Company’s Articles of Incorporation to authorize a new class of Nonvoting Common Stock (up to 30,000,000 shares). Management argues this will provide capital-raising flexibility and allow the Company to pursue strategic transactions and regulatory-compliant financings without diluting existing shareholders' voting power. The proposal also contemplates exchanging outstanding Series B and Series C Convertible Preferred Stock into Nonvoting Common Stock for specified holders, which would materially increase the outstanding nonvoting share count and dilute economic interests of current voting shareholders. The amendment specifies that Nonvoting Common Stock will share economically (dividends, liquidation) with voting common stock but will lack general voting rights except where required by law, and will not carry preemptive or other protective rights. Management frames the change as a tool to respond quickly to financing opportunities and to comply with banking regulator concerns about changes in control. Potential anti-takeover effects are noted, as the authorized but unissued nonvoting shares could be used defensively, though the Board disclaims any present intention to do so. The Board unanimously recommends a vote FOR, emphasizing the benefits of flexibility and regulatory compliance while acknowledging economic dilution risks. Shareholders should weigh the tradeoff between voting preservation and potential economic dilution, the immediate conversion of certain preferred holders into nonvoting shares, and how this could affect future capital structure and investor protections.
Ratify the selection of Hacker, Johnson & Smith, P.A. as the Company’s independent auditor for the 2026 fiscal year.
Authorize adjournment of the Annual Meeting if there are insufficient votes to approve one or more of the other proposals, to permit further solicitation of proxies.
This management proposal seeks shareholder authority to adjourn the annual meeting if there are insufficient votes to approve one or more proposals, thereby enabling the Company to reconvene and solicit additional proxies. Management frames the adjournment as a procedural measure to permit votes to be gathered without the time and expense of filing new proxy materials or re-noticing shareholders, particularly when short adjournments (under 30 days) are needed. The adjournment proposal allows the proxies already submitted to be used to vote for reconvening, which preserves operational flexibility and reduces execution risk for other agenda items. The Board recommends a vote FOR, arguing it is in shareholders’ and the Company’s interest to avoid unnecessary delays and costs while ensuring all proposals receive fair consideration. From a governance perspective, this is standard practice and typically uncontroversial, though it can be used to extend solicitation windows in contested contexts. Shareholders should note that an adjournment does not change the substance of any proposal but can affect timing and the dynamics of vote accumulation. The required majority vote standard means that abstentions count against passage; management highlights this procedural rationale in recommending approval.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANCEBERNSTEIN L.P. | 4.76% | 583,735 | $2M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.81% | 344,143 | $2M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 1.02% | 124,600 | $635K |
| 4 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.98% | 119,758 | $611K |
| 5 | MORGAN STANLEY | 0.82% | 100,000 | $510K |
| 6 | DIMENSIONAL FUND ADVISORS LP | 0.55% | 67,977 | $338K |
| 7 | LPL Financial LLC | 0.50% | 61,597 | $314K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.48% | 58,838 | $300K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.46% | 56,977 | $291K |
| 10 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.26% | 31,600 | $161K |
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