Independent
Tenure on this board
11.9 yrs
Also a director at
Tss Inc (TSSI)Sharonai Holdings Inc (SHAZ)Elmet Group Co (ELMT)
5 nominees · 3 ballot items.
Election of five directors; advisory (non-binding) approval of executive compensation (Say-on-Pay); and ratification of independent auditor Stowe & Degon LLC.
Election of five director nominees (Peter H. Woodward, Andrew J. Miclot, Buell G. Duncan, Joseph P. Pellegrino, Jr., and Joseph N. Forkey) to serve until the 2026 Annual Meeting.
Non-binding, advisory vote to approve the compensation paid to the Named Executive Officers for the year ended June 30, 2025.
Proposal asks shareholders to approve, on a non-binding advisory basis, the compensation paid to the Named Executive Officers for fiscal 2025. Management seeks this advisory endorsement to demonstrate shareholder support for its pay practices and to inform future compensation decisions; the Board designed pay to align incentives with corporate strategy, mix short- and long-term incentives, and tie awards to performance metrics. As a smaller reporting company, the disclosure is less extensive than for larger companies, but the proxy includes a summary compensation table, equity awards, and a ‘Pay Versus Performance’ table that links CEO compensation to CAP and TSR outcomes. The Board recommends a FOR vote, stating it will consider the advisory outcome in future compensation decisions. Key context: the company granted significant option awards and stock grants during fiscal 2025 (including a 200,000-option grant to the CEO with partial immediate vesting), which materially increased reported compensation; shareholders’ advisory approval signals to the Board about investor acceptance of these decisions.
Ratify the appointment of Stowe & Degon LLC as the independent registered public accounting firm for the year ending June 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | NEEDHAM INVESTMENT MANAGEMENT LLC | 15.3% | 1,670,550 | $7M |
| 2 | MYDA Advisors LLC | 3.7% | 400,000 | $2M |
| 3 | Nantahala Capital Management, LLC | 2.6% | 280,000 | $1M |
| 4 | Bleichroeder LP | 2.5% | 270,925 | $1M |
| 5 | WealthTrust Axiom LLC | 2.3% | 254,108 | $1M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 1.8% | 194,125 | $852K |
| 7 | Archon Capital Management LLC | 1.4% | 156,805 | $688K |
| 8 | MORGAN STANLEY | 1.3% | 143,794 | $631K |
| 9 | Stonepine Capital Management, LLC | 0.9% | 100,000 | $439K |
| 10 | HighTower Advisors, LLC | 0.9% | 96,565 | $424K |
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