Not independent
Tenure on this board
1.4 yrs
7 nominees · 3 ballot items.
Elect seven directors; authorize a reverse stock split of common stock at a ratio determined by the Board between 1-for-10 and 1-for-20; and ratify Baker Tilly US, LLP as the independent registered public accounting firm for 2026.
Elect seven nominees (Steven A. Sugarman, Carlos P. Salas, Edward N. Constantino, Anahit Magzanyan, Jonathan Roth, Jeffrey Seabold, and Mario De Tomasi) to the Board of Directors to serve until the next annual meeting.
Authorize the Board to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of all issued and outstanding shares of common stock at a ratio within the range of 1-for-10 to 1-for-20, with the specific ratio and timing to be determined by the Board in its sole discretion.
This management proposal asks shareholders to give the Board authority to amend the company’s certificate to implement a reverse stock split at a ratio in the range of 1-for-10 to 1-for-20, with the Board retaining discretion over the exact ratio and timing to be executed within one year of stockholder approval. Management seeks this authorization primarily to increase the company’s per-share trading price in order to improve the likelihood of satisfying Nasdaq’s minimum bid price requirement and to potentially broaden institutional and retail investor interest. The proxy explains that the reverse split is mechanical — it will reduce outstanding shares and increase per-share price while leaving aggregate equity value and share ownership percentages substantially unchanged except for fractional-share cash-outs. The company cautions there is no guarantee the action will sustain a higher price or improved liquidity and acknowledges potential negative effects, including possible reduced liquidity and a market capitalization that could decline post-split. The Board will consider multiple factors in selecting a ratio (including recent trading, liquidity, capitalization and market conditions) and preserves discretion not to implement the split even if approved, giving it flexibility to respond to market conditions. The proposal also outlines operational effects (CUSIP change, transfer agent procedures, proportional adjustments to options and awards) and describes the accounting and U.S. federal tax treatment (expected to qualify as a recapitalization, with cash in lieu of fractional shares treated as a taxable disposition). Because the proposal delegates the ratio and timing to the Board, it concentrates important implementation decisions with insider decision-makers rather than requiring a fixed-ratio shareholder vote, which can be advantageous for responsiveness but reduces shareholder control over the magnitude of the split. The Board recommends a vote FOR, citing Nasdaq compliance and marketability reasons, but also explicitly warns investors about the uncertainties and risks associated with reverse splits.
Ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.74% | 4,401,532 | $6M |
| 2 | Angel Oak Capital Advisors, LLC | 2.69% | 3,166,259 | $4M |
| 3 | BlackRock, Inc. | 2.12% | 2,499,962 | $3M |
| 4 | Corient Private Wealth LLC | 1.63% | 1,918,869 | $2M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.35% | 1,584,778 | $2M |
| 6 | BlackRock, Inc. | 0.82% | 967,767 | $1M |
| 7 | Curated Wealth Partners LLC | 0.70% | 827,340 | $1M |
| 8 | NORTHERN TRUST CORP | 0.70% | 819,944 | $1M |
| 9 | STATE STREET CORP | 0.60% | 707,841 | $913K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.54% | 631,617 | $815K |
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