Not independent
Tenure on this board
3.0 yrs
Also a director at
Liveone Inc (LVO)
7 nominees · 4 ballot items.
Elect seven directors; approve increase of shares reserved under 2022 Equity Incentive Plan to 4,000,000; ratify independent auditors; approve adjournment if insufficient votes.
Elect seven director nominees to hold office until the 2027 Annual Meeting: Robert S. Ellin, James Berk, Jay Krigsman, Ramin Arani, Patrick Wachsberger, Carolyn Blackwood, and Jon Merriman.
Amend 2022 Equity Incentive Plan to increase reserve from 2,000,000 to 4,000,000 shares to provide additional equity awards for employees, officers, directors and consultants.
This management proposal asks shareholders to approve Amendment No.1 to the Company’s 2022 Equity Incentive Plan to double the authorized share reserve from 2,000,000 to 4,000,000 shares. Management frames the increase as necessary to maintain a competitive equity compensation program for employees, executives and directors and to support hiring, retention and incentive alignment without immediate specific grants being guaranteed; the board approved the amendment on April 1, 2026 and is seeking shareholder ratification to make it effective. Approving the amendment will expand the potential dilution to existing holders but also give the Compensation Committee flexibility to issue restricted stock units, performance awards, options or SARs to motivate and retain talent, including an already-approved pool of awards (e.g., RSUs for senior executives and a lead director grant) that rely on the additional shares subject to shareholder approval. The board recommends a vote FOR, emphasizing that equity awards are integral to the company’s compensation philosophy and arguing that the increase is necessary to continue providing appropriate incentive compensation. Key governance considerations for institutional investors include the quantum of the increase (100% increase in shares reserved), potential dilution (the filing discloses existing outstanding awards and available shares but investors should model potential dilution), the absence of an explicit burn-rate analysis or share usage limits, and the allocation discretion afforded to the Compensation Committee. The proposal is routine for growth-stage companies but warrants scrutiny of grant practices, executive award detail, and whether robust clawback/anti-dilution protections exist.
Ratify Macias Gini & O’Connell LLP as the Company's independent auditors for fiscal year ending March 31, 2027.
Authorize adjournment of the Annual Meeting to solicit additional proxies if there are insufficient votes to approve any proposals at the meeting.
This management proposal seeks authority from shareholders to adjourn the Annual Meeting, if a quorum is present, to a later date or time for the purpose of soliciting additional proxies in the event there are not sufficient votes to approve one or more proposals at the meeting. The proposal is a standard procedural mechanism used by many companies to allow the board to secure additional votes without reconvening a new meeting. The board recommends a vote FOR. If approved, the adjournment authority provides administrative flexibility to obtain needed votes but does not materially change governance or shareholder rights; any adjournment generally preserves shareholders’ right to revoke proxies and does not itself implement substantive corporate actions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 1.11% | 335,349 | $1M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.78% | 234,966 | $1M |
| 3 | Informed Momentum Co LLC | 0.60% | 181,514 | $811K |
| 4 | SEI INVESTMENTS CO | 0.36% | 107,524 | $481K |
| 5 | JANE STREET GROUP, LLC | 0.22% | 66,346 | $297K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.20% | 59,805 | $267K |
| 7 | BlackRock, Inc. | 0.15% | 45,298 | $202K |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 0.10% | 29,903 | $134K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.10% | 29,678 | $133K |
| 10 | CITADEL ADVISORS LLC | 0.09% | 27,864 | $125K |
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