Not independent
Tenure on this board
4.8 yrs
7 nominees · 2 ballot items.
Election of seven directors and ratification of CBIZ CPAs P.C. as independent registered public accounting firm for fiscal 2026.
Elect seven nominees to the Board of Directors to serve until the next annual meeting and until their successors are duly elected and qualified.
Ratify the Audit Committee’s selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
The proposal asks shareholders to ratify the Audit Committee’s selection of CBIZ CPAs P.C. as Rani Therapeutics’ independent registered public accounting firm for fiscal 2026. Management is seeking shareholder ratification as a matter of good corporate practice even though the bylaws do not require it; the Audit Committee appointed CBIZ on April 7, 2025 following CBIZ’s acquisition of certain Marcum business and a transition of audit responsibilities. The filing discloses CBIZ’s fees for 2025 and states there were no disagreements or reportable events with the predecessor auditor Marcum. Management’s recommendation is “For,” with the Audit Committee justifying the choice based on its deliberations and continuity considerations from the Marcum-to-CBIZ transition. The company notes that ratification is non-binding and that the Audit Committee could change auditors later if it deems necessary. This proposal is routine under NYSE rules, so broker discretionary votes are permitted; approval requires a majority of votes cast. The proxy provides sufficient disclosure on prior auditor transitions, fees and independence considerations, reducing informational asymmetry for shareholders considering ratification. Potential analyst concerns relate to the auditor transition and any prior going concern language in earlier auditors’ reports, but the proxy addresses lack of disagreements and the vintage of CBIZ’s engagement. Overall, the company frames the ratification as formalizing the committee’s selection and preserving the committee’s discretion to act if issues arise.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RA CAPITAL MANAGEMENT, L.P. | 6.86% | 8,500,000 | $6M |
| 2 | Samsara BioCapital, LLC | 6.86% | 8,500,000 | $6M |
| 3 | AWM Investment Company, Inc.Activist | 5.25% | 6,500,000 | $5M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.73% | 4,622,567 | $3M |
| 5 | SymBiosis Capital Partners, LLC | 2.96% | 3,667,585 | $3M |
| 6 | Longaeva Partners L.P. | 1.88% | 2,329,459 | $2M |
| 7 | Siren, L.L.C. | 1.61% | 2,000,000 | $1M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.59% | 730,776 | $537K |
| 9 | Nan Fung Group Holdings Ltd | 0.40% | 493,584 | $363K |
| 10 | 683 Capital Management, LLC | 0.39% | 487,168 | $358K |
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