Not independent
Tenure on this board
2.3 yrs
7 nominees · 4 ballot items.
Election of seven directors; Ratification of BDO as independent auditors; Approval to increase 1,200,000 shares under 2011 Equity Incentive Plan; Advisory Say-on-Pay vote on named executive officer compensation.
Elect seven director nominees (Turki Saleh A. AlRajhi, Muhammad Asif Seemab, Hussan Arshad, Douglas Edwards, Kim Roy, Rhys Summerton and Muhammad Umair), each to serve a one-year term until the 2027 annual meeting or until successors are elected and qualified.
Ratify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for fiscal 2026.
Approve an increase of 1,200,000 shares of common stock available for issuance under the Company’s 2011 Equity Incentive Plan to replenish the plan’s share reserve.
This management proposal requests shareholder approval to add 1,200,000 shares to the existing reserve under the Company’s 2011 Equity Incentive Plan—currently the sole plan used to grant long-term incentive equity awards to employees and non-employee directors. Management frames the request as a practical necessity: with only 300,034 shares remaining in the plan and ongoing grants across time-based and performance-based vehicles (TRSUs, PRSUs, deferred cash awards and performance cash awards), the Company expects to exhaust the reserve imminently and argues that replenishment is required to avoid material changes to its compensation program. The board emphasizes retention and alignment objectives: equity awards are positioned as critical to attracting and retaining talent during a period of leadership transition and macroeconomic uncertainty (tariffs, inflation, geopolitical tensions), and maintaining incentive structures tied to Adjusted Free Cash Flow and other performance metrics. Governance features—such as a fixed share pool (no evergreen), anti-repricing limits without shareholder approval, double-trigger change-in-control protections, minimum vesting periods, director grant caps and clawback provisions—are highlighted to mitigate typical shareholder concerns about dilution and governance. The proposal’s approval would add roughly 1,200,000 shares to a current outstanding base of 22.2 million shares—implying a potential dilution impact that the company estimates will sustain its granting needs until approximately fiscal 2029. The board’s recommendation for a FOR vote is justified on the basis that continued grant capacity supports the Company’s transformation strategy, preserves competitive compensation practices, and aligns management and shareholders, while retaining specific safeguards to limit abuse; however, voting shareholders should weigh the dilution trade-off against the expected retention and performance benefits and consider the company’s recent financial results and share issuance history when assessing the proposal’s prudence.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers for fiscal 2025 as disclosed in the proxy statement.
This non-binding management-sponsored Say-on-Pay proposal asks shareholders to endorse the company’s disclosed executive compensation practices for fiscal 2025, including base salaries, a modified annual bonus approach (where the HC&C Committee exercised discretion due to leadership transitions and external macroeconomic headwinds), and a mix of long-term incentives comprised of TRSUs, deferred cash awards and performance cash awards tied to Adjusted Free Cash Flow over multi-year periods. Management argues that the program balances retention (through staged vesting and deferred cash), performance alignment (performance cash awards and PRSUs tied to Adjusted Free Cash Flow), and governance safeguards (clawbacks, double-trigger change-in-control protections, and independent committee oversight). The Board frames the advisory vote as consultative but important: although non-binding, the Board and HC&C Committee pledge to consider voting results in future compensation decisions. For an informed vote, shareholders should consider recent outcomes (e.g., certain PRSUs granted in 2024 paid out 0% for 2025 due to missing Adjusted Free Cash Flow thresholds), the use of discretion in 2025 annual bonuses (some NEOs received discretionary payouts while the CEO received $0), and the broader context of the Company’s transformation and financial performance when evaluating whether pay outcomes align with pay-for-performance expectations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Mithaq Capital SPC | 61.2% | 13,593,236 | $54M |
| 2 | Quinn Opportunity Partners LLC | 2.4% | 538,533 | $2M |
| 3 | IMMERSION CORP | 2.1% | 473,953 | $2M |
| 4 | Shay Capital LLC | 1.4% | 320,870 | $1M |
| 5 | BlackRock, Inc. | 1.4% | 312,847 | $1M |
| 6 | VANGUARD GROUP INC | 1.4% | 312,821 | $1M |
| 7 | MARSHALL WACE, LLP | 1.3% | 282,358 | $1M |
| 8 | HRT FINANCIAL LP | 0.6% | 142,683 | $568K |
| 9 | GROUP ONE TRADING LLC | 0.6% | 142,128 | $566K |
| 10 | JANE STREET GROUP, LLC | 0.5% | 103,580 | $412K |
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