8 nominees · 3 ballot items.
Ratify PwC as auditors; advisory approval of executive compensation; approve amendment to increase authorized common shares from 150,000,000 to 300,000,000.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending March 31, 2027.
Advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers for fiscal year ended March 31, 2026.
Approve amendment to the Third Amended and Restated Certificate of Incorporation to increase authorized common stock from 150,000,000 to 300,000,000 shares.
Management requests shareholder approval to amend the Company’s certificate of incorporation to increase the authorized common shares from 150 million to 300 million (total authorized shares 310 million including preferred). The board argues this provides flexibility for capital raises, strategic transactions, equity compensation grants, and other corporate needs without immediate dilution; notes no current specific plans beyond ordinary-course issuances and at-the-market program; and highlights that approval requires a majority of votes cast and that if approved the board can issue shares without further shareholder approval subject to Nasdaq rules. The board recommends a FOR vote, stating the increase is in the best interests of the company and stockholders to support growth, strategic flexibility, and talent retention.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAKER BROS. ADVISORS LP | 11.72% | 11,045,336 | $122M |
| 2 | RTW INVESTMENTS, LP | 7.87% | 7,411,581 | $82M |
| 3 | Ridgeback Capital Investments L.P. | 7.76% | 7,310,656 | $81M |
| 4 | STATE STREET CORP | 4.71% | 4,440,144 | $49M |
| 5 | MONTANOVA CAPITAL, LLC | 4.66% | 4,389,836 | $49M |
| 6 | GOLDMAN SACHS GROUP INC | 4.63% | 4,363,266 | $48M |
| 7 | Boxer Capital Management, LLC | 4.23% | 3,983,000 | $44M |
| 8 | BlackRock, Inc. | 4.04% | 3,809,155 | $42M |
| 9 | BlackRock, Inc. | 3.34% | 3,144,860 | $35M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 3.07% | 2,896,004 | $32M |
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