Not independent
Tenure on this board
2.9 yrs
Also a director at
Enphase Energy Inc (ENPH)Enovix Corp (ENVX)
11 nominees · 4 ballot items.
Stockholders will vote on the election of 11 directors, approval of a reverse stock split amendment allowing a 1-for-5 to 1-for-35 ratio at the Board’s discretion, ratification of BDO USA, P.C. as independent auditor, and any other business properly brought before the meeting.
Elect each of the Board’s 11 nominees to serve until the 2027 annual meeting of stockholders or until successors are elected and qualified.
Approve an amendment authorizing the Board, in its discretion and without further stockholder approval, to effect a reverse stock split of outstanding Common Stock at a ratio between 1-for-5 and 1-for-35, on or before December 31, 2026, while retaining authority to abandon the amendment before filing.
Proposal 2 asks stockholders to approve a Certificate of Incorporation amendment authorizing a reverse stock split of the Company’s outstanding Common Stock at a ratio selected by the Board between 1-for-5 and 1-for-35. The Board would have sole discretion to choose whether to implement the split, select the ratio, set the effective time, and abandon the amendment before filing. The authority would expire if unused by December 31, 2026. Management is seeking flexibility rather than approval of one fixed ratio because the appropriate ratio may depend on the Company’s trading price, market conditions, share count, and Nasdaq compliance status. The principal stated objective is to increase the per-share trading price and help the Company regain or maintain compliance with Nasdaq’s $1.00 minimum bid-price requirement. The Company received a Nasdaq deficiency notice on July 21, 2026 and has until January 19, 2027 to regain compliance, making the proposal especially relevant to its continued listing. Management also argues that a higher share price could broaden the investor base, improve market perception, and reduce the risk of delisting’s effects on liquidity, financing, and stakeholder confidence. The split would leave the par value unchanged and generally preserve each holder’s proportional ownership, subject to fractional-share treatment, but authorized shares would remain at 1 billion, increasing the pool of authorized but unissued shares relative to shares outstanding. That feature creates potential future dilution and anti-takeover concerns, while other risks include reduced liquidity, odd-lot ownership, an insufficient or temporary price increase, and failure to satisfy other Nasdaq requirements. The Board unanimously recommends a vote FOR because it views the potential listing and market-access benefits as outweighing these risks.
Ratify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2027.
Transact any other business that may properly come before the Annual Meeting or any adjournment or postponement.
This item is a standard catch-all authorization covering any business that is properly presented at the Annual Meeting or at an adjournment or postponement. The proxy statement says the Board knows of no other matters expected to be presented beyond the director election, reverse stock split, and auditor ratification. It nevertheless asks stockholders to authorize the named proxy holders to vote on unforeseen matters in accordance with their best judgment. The provision does not identify a substantive transaction, governance change, or compensation action for stockholder approval. It functions primarily to avoid the need for a separate solicitation if legally proper business unexpectedly arises. The filing indicates that any such matter must satisfy applicable meeting and advance-notice requirements. The proxy holders are Thurman J. Rodgers and Tom Kowalczuk, with authority to vote on other properly presented matters. Because no specific additional matter is identified, the Board does not provide a FOR or AGAINST recommendation. The item therefore should be understood as procedural rather than as a defined management proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.21% | 4,604,630 | $3M |
| 2 | Carlyle Group Inc. | 1.12% | 2,343,750 | $2M |
| 3 | Polar Asset Management Partners Inc. | 1.00% | 2,089,728 | $1M |
| 4 | Cygnus Capital Advisors, LLC | 0.75% | 1,562,251 | $1M |
| 5 | ARDSLEY ADVISORY PARTNERS LP | 0.68% | 1,416,065 | $973K |
| 6 | DDD Partners, LLC | 0.66% | 1,377,864 | $947K |
| 7 | PRELUDE CAPITAL MANAGEMENT, LLC | 0.61% | 1,274,637 | $876K |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 0.52% | 1,088,467 | $748K |
| 9 | WESTERLY CAPITAL MANAGEMENT, LLC | 0.48% | 1,000,000 | $687K |
| 10 | Alyeska Investment Group, L.P. | 0.40% | 839,577 | $577K |
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