Not independent
Tenure on this board
2.5 yrs
6 nominees · 3 ballot items.
Elect six directors; approve an amendment to the 2024 Equity Incentive Plan increasing the individual award limit from 170,000 to 250,000 shares and updating tax withholding provisions; and ratify WithumSmith+Brown, PC as independent registered public accounting firm for fiscal 2026.
Elect six directors (Michael Cribari, Brandon Eachus, Daniel Bradtke, Jonas Martensson, Kristen Britt and David Weild IV) each to serve until the 2027 annual meeting and until their successors are elected and qualified.
Approve an amendment to the High Roller Technologies, Inc. 2024 Equity Incentive Plan to increase the individual award limit in Section 9.8 from 170,000 to 250,000 shares (the amendment to Section 11.2 updating tax withholding does not require stockholder approval).
The Plan Amendment asks shareholders to approve an increase in the per-participant annual award cap under the Company’s 2024 Equity Incentive Plan from 170,000 to 250,000 shares. Management seeks this approval to preserve flexibility to grant larger equity awards to individual executives and other service providers as the Company scales, enabling competitive retention and incentive structures tied to long-term stockholder value. The amendment also includes a separate restatement of the Plan’s withholding provisions to permit modern tax withholding mechanisms (including sell-to-cover), but that change does not require shareholder approval. The Board frames the request as necessary for hiring and retaining talent and aligning management incentives with performance and stock price appreciation. Stockholder approval is required under the Plan’s existing governance and equity-plan amendment rules because it increases the per-person dilution potential under the plan. The Company discloses remaining available shares under the Plan and explains that the pool and individual limits are part of broader compensation governance; however, it does not specify exact future recipients or modeling of dilution impacts from higher potential individual awards. The Board’s unanimous recommendation to vote for the amendment is justified by the need for competitive compensation packages and by the view that equity incentives support long-term value creation, while the amendment to withholding mechanics is administrative and intended to reduce friction in tax compliance for award recipients. Investors evaluating the proposal should weigh the benefits of improved retention and alignment against potential dilution and consider the Company’s disclosures regarding shares available and historical grant practices when assessing the likely impact of increased per-person award capacity.
Ratify the Audit Committee’s appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 0.7% | 73,399 | $255K |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 0.6% | 63,799 | $222K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.4% | 47,296 | $165K |
| 4 | BlackRock, Inc. | 0.2% | 25,424 | $88K |
| 5 | XTX Topco Ltd | 0.2% | 20,852 | $73K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 17,498 | $61K |
| 7 | 1060 Capital, LLC | 0.1% | 15,335 | $53K |
| 8 | JANE STREET GROUP, LLC | 0.1% | 11,533 | $40K |
| 9 | STATE STREET CORP | 0.1% | 11,300 | $39K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 9,723 | $34K |
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