Independent
Tenure on this board
0.1 yrs
3 nominees · 5 ballot items.
Elect three Class II directors; ratify Grant Thornton LLP as independent auditors; advisory approval of named executive officer compensation; approve amendment and restatement of Stock Award Plan to add 5,000,000 shares and extend term; approve amendment to Certificate of Incorporation to declassify the Board over three years.
Elect three Class II directors to serve until the 2029 annual meeting.
Ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for 2026.
Advisory (non-binding) vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
Approve amendment and restatement of the Stock Award Plan to increase authorized shares by 5,000,000 and extend term by ten years.
This management proposal seeks shareholder approval to amend and restate the Company’s long-standing Stock Award Plan to increase the share reserve by 5,000,000 shares and extend the plan term by ten years. Management frames this as necessary to attract, retain, and compensate employees, directors and advisors competitively—particularly given the company’s diagnostics and healthcare peer group—and to provide flexibility for retention awards and potential acquisition-related grants. The Board notes current plan availability of 1,982,477 shares and forecasts the amendment would provide approximately one additional year of share availability at historical burn rates; it discloses overhang (14.26%) and recent burn rates (6.7% in 2025, 2.7% in 2024) and explains counting rules for different award types. The Board recommends a “FOR” vote, arguing the increase supports ongoing competitive equity grants and strategic flexibility, and provides the full amended plan text in Annex A for stockholder review.
Approve amendment to Certificate of Incorporation to phase out the classified board and declassify directors over a three-year period beginning with the 2027 annual meeting.
This management proposal requests approval to amend the Company’s Certificate of Incorporation to phase out the classified (staggered) board structure over a three-year period, commencing in 2027, so that directors up for election will serve one-year terms thereafter. Management argues this change responds to stockholder feedback favoring annual director elections as a means to enhance board accountability and independence. The amendment also adjusts removal provisions: directors elected to one-year terms will be removable with or without cause, whereas directors serving under preexisting three-year terms remain removable only for cause until their terms expire. The Board recommends a “FOR” vote, positioning declassification as good governance aligning with investor preferences while preserving orderly transition mechanics.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRIVATE MANAGEMENT GROUP INC | 7.88% | 5,422,129 | $16M |
| 2 | Neuberger Berman Group LLC | 6.34% | 4,361,901 | $13M |
| 3 | Altai Capital Management, L.P. | 5.25% | 3,613,836 | $11M |
| 4 | BlackRock, Inc. | 4.45% | 3,060,754 | $9M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.40% | 3,030,888 | $9M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.86% | 2,657,532 | $8M |
| 7 | BlackRock, Inc. | 3.45% | 2,374,177 | $7M |
| 8 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 3.35% | 2,305,250 | $7M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 3.03% | 2,083,303 | $6M |
| 10 | ACADIAN ASSET MANAGEMENT LLC | 2.94% | 2,022,119 | $6M |
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