Not independent
Tenure on this board
4.5 yrs
14 nominees · 2 ballot items.
Two management proposals: (1) approve an amendment to the Certificate of Incorporation to effect a reverse stock split of Class A and Class B common stock at a ratio of any whole number between 1-for-10 and 1-for-30 (Board to determine exact ratio and may abandon), and (2) approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies to approve the Reverse Stock Split; the Board recommends a vote FOR both proposals.
Approve an amendment to the Company's Certificate of Incorporation to combine outstanding shares of Class A and Class B common stock at a reverse split ratio selected by the Board within a range of 1-for-10 to 1-for-30, resulting in fewer outstanding shares and a relative increase in authorized but unissued shares; Board will have discretion to determine whether and when to effect the reverse split and the exact ratio within the approved range.
This proposal seeks shareholder approval to amend the Company's Certificate of Incorporation to permit a reverse stock split of both Class A and Class B common stock at a ratio in the range of 1-for-10 to 1-for-30, with the Board granted discretion to decide whether to implement the split and, if so, the specific ratio within the approved range. Management is pursuing this measure principally to address non-compliance with Nasdaq’s minimum bid price requirement (the Company received notice of deficiency and requested a hearing), and believes a consolidated share structure could raise the per-share price to regain and maintain compliance. The Board requests a range of ratios rather than a single ratio to preserve flexibility to respond to market conditions at the time of implementation, considering trading price, volume, warrant dilution and other factors. The reverse split would reduce the number of outstanding shares while leaving authorized shares unchanged, effectively increasing the pool of authorized but unissued shares available for future issuance. This could facilitate future financings and equity compensation grants without immediate stockholder authorization, but also has potential anti-takeover effects and could dilute economic value if more shares are issued later. The company discloses risks: the split may not result in a sustained or proportional per-share price increase, could reduce liquidity by decreasing outstanding shares, and might not be sufficient to satisfy all Nasdaq listing criteria. The Board emphasizes it will only implement the split if it believes doing so is in stockholders' best interests and retains authority to abandon the amendment. Because the reverse split will affect all holders uniformly, it will not change percentage ownership but will adjust option, warrant and RSU quantities and exercise prices proportionally. The Board recommends a FOR vote on the basis that the reverse split is a potential means to maintain Nasdaq listing, improve marketability, and support the company’s strategic needs.
Authorize the holders of proxies solicited by the Board to vote to adjourn the Special Meeting, if necessary, to allow the Company to solicit additional proxies in order to obtain sufficient votes to approve the Reverse Stock Split Proposal.
This proposal requests stockholder authorization to permit the proxies to adjourn the Special Meeting, if necessary, to allow additional time to solicit proxies in favor of the reverse stock split proposal. Management is seeking this authority as a contingency to ensure that if the Reverse Stock Split Proposal lacks sufficient votes at the scheduled meeting time, the Company can continue outreach to shareholders and attempt to secure the required majority. The adjournment mechanism is procedural and preserves the Board’s ability to continue solicitation without reconvening a new meeting or conducting a separate vote. Approval requires a majority of votes cast and, under the Company’s bylaws and Nasdaq rules, is considered routine for which brokers have discretionary voting authority. The Board recommends a FOR vote because an adjournment would enable further engagement with shareholders and could materially increase the likelihood of obtaining the necessary approval for the related reverse split. While adjournment itself does not change company structure, it effectively extends the solicitation period and may impose additional administrative costs and delay outcomes. Stockholders should weigh that delay against the potential benefit of passing the reverse split, which management argues is critical for Nasdaq compliance. If approved, proxies will be empowered to adjourn the meeting as appropriate to continue solicitation efforts.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Coliseum Capital Management, LLC | 43.0% | 46,855,291 | $31M |
| 2 | WASATCH ADVISORS LP | 4.7% | 5,071,444 | $3M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.1% | 2,254,889 | $1M |
| 4 | BlackRock, Inc. | 1.0% | 1,044,680 | $691K |
| 5 | MILLENNIUM MANAGEMENT LLC | 0.8% | 848,774 | $561K |
| 6 | Dynamic Advisor Solutions LLC | 0.7% | 752,200 | $497K |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 0.6% | 677,654 | $448K |
| 8 | JACOBS LEVY EQUITY MANAGEMENT, INC | 0.6% | 608,180 | $402K |
| 9 | Anson Funds Management LPActivist | 0.6% | 600,000 | $397K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.5% | 553,656 | $366K |
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