Not independent
Tenure on this board
20.1 yrs
5 nominees · 7 ballot items.
Elect five directors; approve reverse stock split (1-for-2 to 1-for-20) amendment; approve increase in authorized common shares from 75M to 125M; advisory say-on-pay; advisory vote on frequency of say-on-pay (recommend one year); ratify Cherry Bekaert LLP as auditors; approve adjournment if needed.
To elect five directors to serve until the next annual meeting or until their successors are qualified.
Approve amendment to Certificate of Incorporation to allow Board discretion for reverse stock split at a ratio of 1-for-2 to 1-for-20, exercisable for up to one year.
This management proposal seeks shareholder approval to amend the company’s certificate of incorporation to authorize the Board to effect a reverse stock split of outstanding common stock at a ratio between 1-for-2 and 1-for-20, exercisable for up to one year. Management frames the split primarily as a tool to raise the per-share trading price to meet Nasdaq’s $1.00 minimum bid price rule after receiving a deficiency notice, to avoid delisting and preserve the benefits of Nasdaq listing (liquidity, access to capital, institutional interest). The Board will retain discretion whether and when to implement the split and to choose the exact ratio, considering market conditions and the company’s trading price; approval grants flexibility and avoids further shareholder votes for the implementation. The filing describes expected effects — proportional reduction of outstanding shares, adjustments to equity awards and potential cash payments for fractional shares — and outlines risks, including that the split may not produce a sustained price increase, could reduce liquidity, create odd lots, and potentially lower market capitalization. The proposal also explains tax and accounting consequences and notes that if the authorized shares increase (Proposal 3) is filed first, the reverse split amendment will be conformed accordingly. The Board recommends a FOR vote citing the split’s role in helping regain compliance with Nasdaq listing standards.
Approve amendment to Certificate of Incorporation to increase authorized common shares from 75,000,000 to 125,000,000.
Management is seeking shareholder approval to amend the charter to increase authorized common stock from 75 million to 125 million shares to provide flexibility for potential corporate needs — enabling equity issuances for M&A, strategic partnerships, financings, milestone-based payments, and compensation. The company states it currently has limited shares available in light of outstanding warrants and option reserves, and that additional authorized shares would facilitate operating the business efficiently and pursue strategic transactions without further shareholder approval. The filing discloses dilution risk and notes that increasing authorized shares could be used defensively (to deter takeovers) and that holders have no preemptive rights. The Board recommends FOR, emphasizing the need to have shares available for business development and financing flexibility.
Advisory, non-binding vote to approve named executive officers' compensation as disclosed in the proxy.
Advisory vote to select one, two or three years as the frequency for future advisory votes on executive compensation; Board recommends one year.
Ratify appointment of Cherry Bekaert LLP as independent registered public accounting firm for fiscal year ending Dec 31, 2026.
Authorize proxies to vote to adjourn or postpone the Annual Meeting to solicit additional proxies if there are insufficient votes to constitute a quorum or approve proposals.
This management proposal seeks authorization for the proxies to adjourn or postpone the Annual Meeting if there are insufficient votes to constitute a quorum or to secure approval for any proposal, to allow continued solicitation of proxies. The Board argues adjournment is in the best interests of stockholders because it provides additional time to obtain sufficient votes to approve business matters and to avoid the expenses and delays of reconvening later; it could also be used to solicit votes where preliminary proxies indicate a proposal may fail. Voting for the adjournment provides procedural flexibility and is routine; the Board recommends FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CITADEL ADVISORS LLC | 0.96% | 209,507 | $83K |
| 2 | JANE STREET GROUP, LLC | 0.79% | 171,049 | $68K |
| 3 | XTX Topco Ltd | 0.72% | 157,119 | $62K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.45% | 98,689 | $39K |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 0.37% | 81,005 | $32K |
| 6 | Virtu Financial LLC | 0.28% | 60,903 | $24 |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.25% | 53,914 | $21K |
| 8 | NORTHERN TRUST CORP | 0.17% | 38,046 | $15K |
| 9 | JANE STREET GROUP, LLC | 0.17% | 36,443 | $14K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.10% | 21,578 | $9K |
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