5 nominees · 2 ballot items.
Election of five directors; Ratification of WithumSmith+Brown, PC as independent auditors for 2026; and consideration of other business.
To elect five directors to hold office until the next annual meeting and until their successors are elected and qualified.
To ratify the selection of WithumSmith+Brown, PC as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026.
The proposal asks shareholders to ratify the Audit Committee and Board’s selection of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the 2026 fiscal year. Management is seeking shareholder ratification as a matter of good governance even though the Audit Committee is responsible for auditor selection; ratification gives shareholders an advisory check on the appointment while preserving the committee’s discretion to change auditors if warranted. The context includes a recent auditor transition: Withum acquired certain assets of the prior auditor, Freed Maxick, P.C., and the Audit Committee approved the replacement on September 11, 2025. The filing notes there were no disagreements or reportable events with Freed Maxick in recent years, and the Audit Committee evaluated audit quality, fees and independence in recommending Withum. The Board recommends voting for ratification and explains that a negative vote would prompt reconsideration by the Audit Committee, though the committee retains authority to change auditors regardless of ratification. This is a routine, generally non-controversial governance proposal primarily focused on auditor continuity and oversight; material financial or governance risk from the change is not disclosed beyond the asset acquisition explanation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COURIER CAPITAL LLC | 0.52% | 15,382 | $181K |
| 2 | SHUFRO ROSE CO LLC | 0.47% | 14,000 | $165K |
| 3 | OSAIC HOLDINGS, INC. | 0.03% | 747 | $9K |
| 4 | JPMORGAN CHASE CO | 0.00% | 91 | $1K |
| 5 | MORGAN STANLEY | 0.00% | 1 | $20 |
| 6 | WELLS FARGO COMPANY/MN | 0.00% | — | $6 |
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