Independent
Tenure on this board
2.9 yrs
2 nominees · 3 ballot items.
Elect two Class C directors (Tyler Painter and Sudhin Shahani), ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and approve an amendment to the Certificate of Incorporation to permit the Board to effect a reverse stock split of common stock at a ratio between 2-for-1 and 6-for-1 to be implemented within 12 months if the Board so elects.
Elect two Class C directors, Tyler Painter and Sudhin Shahani, to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Approve an amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split of common stock at a reverse stock split ratio of whole numbers ranging from 2:1 to 6:1, inclusive, with the Board authorized in its sole discretion to select the ratio and implement the Reverse Stock Split within 12 months of stockholder approval.
This proposal requests stockholder approval to amend the Company’s Certificate of Incorporation to permit the Board to effect, within 12 months of approval, a reverse stock split of common stock at a ratio chosen by the Board between 2-for-1 and 6-for-1. Management frames the Reverse Stock Split as a risk mitigation and strategic flexibility measure intended primarily to maintain compliance with NYSE listing standards (notably the $1.00 minimum average closing price requirement) and to improve marketability and reduce perceived manipulation risk for low-priced shares. The Board explicitly retains discretion both whether to implement the Reverse Stock Split and which ratio within the 2:1–6:1 range to select, based on market conditions, trading history, financing needs, and other factors—so shareholder approval authorizes but does not compel implementation. The proxy discloses that the Company previously effected a 7:1 reverse split in August 2024, indicating ongoing pressure on the share price and the Board’s view that additional flexibility could be needed. The proposal would not reduce the number of authorized shares, which increases shares available for future issuance and could have anti-takeover consequences even though the Board states that is not the intent. The Company warns of downsides: the split may not raise the market cap proportionately, could reduce liquidity, increase odd-lot holdings and transaction costs, and lead to adverse market perceptions; fractional shares will be paid out in cash. From a governance and valuation perspective, the Board’s unfettered discretion over timing and ratio concentrates significant authority in management, which may be appropriate for responsive action but raises execution risk and potential dilution depending on subsequent issuances. The Board recommends a vote FOR, emphasizing maintenance of NYSE listing, operational flexibility for financing and strategic transactions, and potential improvements to investor access and reduced manipulation risk as the rationale for approval.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Hudson Bay Capital Management LP | 3.50% | 3,510,638 | $4M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.48% | 2,490,382 | $3M |
| 3 | UBS Group AG | 0.83% | 831,501 | $956K |
| 4 | BlackRock, Inc. | 0.46% | 459,182 | $528K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.45% | 451,449 | $519K |
| 6 | MARSHALL WACE, LLP | 0.40% | 404,336 | $465K |
| 7 | Balefire, LLC | 0.33% | 326,831 | $376K |
| 8 | LPL Financial LLC | 0.32% | 325,532 | $374K |
| 9 | Rathbones Group PLC | 0.32% | 322,326 | $371K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.30% | 301,938 | $347K |
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