Independent
Tenure on this board
0.8 yrs
2 nominees · 4 ballot items.
Stockholders will vote on the election of two Class I directors, approval of potentially greater-than-19.99% common-stock issuance under the ChEF Purchase Agreement for Nasdaq compliance, ratification of CBIZ CPAs P.C. as independent auditor, and any other properly presented business.
Elect Nailesh Bhatt and Albert Dyrness as Class I directors for three-year terms expiring at the 2029 annual meeting.
Approve, for Nasdaq Listing Rule compliance, issuance of common stock under the ChEF Purchase Agreement in an amount potentially exceeding 19.99% of outstanding common stock and beyond the Exchange Cap.
The proposal asks stockholders to approve the issuance of common stock under the ChEF Purchase Agreement in excess of 19.99% of the outstanding shares. The facility was originally entered into with Chardan Capital Markets, LLC for an aggregate commitment that was later increased from $1.0 billion to $2.5 billion. Following the first $1.0 billion of sales, the amended agreement limits below-Minimum-Price issuances to an Exchange Cap of 42,641,847 shares, representing 19.99% of the shares outstanding before the amendment. Nasdaq Listing Rule 5635(d) generally requires stockholder approval for a non-public issuance representing at least 20% of pre-issuance shares or voting power at a price below the applicable market-price threshold. Approval would remove the Exchange Cap for issuances under the facility that are priced below the $12.02 Minimum Price, allowing the Company to access more of the committed capital. The facility permits sales at the Company’s discretion through VWAP Purchases, Intraday VWAP Purchases and Off-Hour Sales, subject to ownership, daily dollar, trading-volume and other limitations. Management states that the facility offers a continuous, market-based potential source of capital that can be accessed as needed. The Company acknowledges that approval and subsequent issuances would dilute existing holders’ voting power and economic interests and could pressure the market price or increase volatility. If approval is denied, the Company could not issue below the Minimum Price beyond the Exchange Cap, potentially limiting financing flexibility and requiring less favorable or unavailable alternatives. The Board unanimously recommends a vote FOR the proposal.
Ratify the Audit and Risk Committee’s appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Transact any other business properly brought before the annual meeting or any adjournment or postponement.
This item is a standard residual authorization covering business properly brought before the annual meeting. It is not a substantive proposal with a specified transaction, governance amendment or compensation action. The proxy statement says the Board is not aware of any matters other than Proposals 1, 2 and 3. If another matter is properly presented, the designated proxy holders may vote the shares in accordance with their discretion. The authorization applies equally to an adjournment or postponement of the annual meeting. No separate affirmative Board recommendation is stated for this item. The proxy card similarly provides that the named proxies will use their best judgment on other matters. Because the item is contingent and undefined, stockholders cannot evaluate a specific requested action from the disclosed materials. Its practical purpose is to avoid requiring a new proxy solicitation for procedural or otherwise proper business arising before the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 4.55% | 8,997,601 | $71M |
| 2 | MORGAN STANLEY | 4.33% | 8,558,525 | $67M |
| 3 | D1 Capital Partners L.P. | 3.21% | 6,342,600 | $50M |
| 4 | Paradigm Operations LP | 2.89% | 5,709,852 | $45M |
| 5 | BIT Capital GmbH | 2.88% | 5,703,542 | $45M |
| 6 | BlackRock, Inc. | 2.57% | 5,080,864 | $40M |
| 7 | CITADEL ADVISORS LLC | 2.39% | 4,730,869 | $37M |
| 8 | BlackRock, Inc. | 2.17% | 4,299,071 | $34M |
| 9 | Nearwater Capital Markets, Ltd | 2.02% | 4,000,000 | $31M |
| 10 | Invesco Ltd. | 1.89% | 3,745,585 | $29M |
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