Not independent
Tenure on this board
4.6 yrs
3 nominees · 3 ballot items.
Approve issuance of Series A Cumulative Convertible Preferred Stock to participating lenders as part of a debt exchange; elect three Class I directors (Michael Blend, Caroline Horn, Taryn Naidu); and ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Seek stockholder approval required by NYSE rules to issue 39,250 shares of Series A Cumulative Convertible Preferred Stock (initial stated value $39.25M) to participating lenders as consideration in a debt exchange that includes a new $150M term loan and a cash payment, with Preferred Shares convertible into Class A common stock and carrying certain dividend, conversion, board‑representation and consent rights.
This proposal requests shareholder approval to issue 39,250 shares of Series A Cumulative Convertible Preferred Stock as part of a negotiated exchange with the company’s existing lenders, which also includes a new $150 million term loan and a cash payment to lenders. Management states approval is required under NYSE Listed Company Manual Section 312.03 because conversion of the Preferred Shares could result in issuance of common stock exceeding the NYSE 20% threshold, and the Exchange Agreement conditions the transaction on stockholder approval. Economically, the transaction restructures and extends the company’s indebtedness, reduces near‑term obligations, settles litigation with lenders and provides the company additional liquidity and flexibility; however, it also contemplates issuance of preferred equity that is convertible into a material number of Class A shares (initial conversion price $10.40), which would materially dilute existing common holders if converted. The Preferred Shares accrue a 7.0% cumulative dividend, have a January 14, 2031 maturity with redemption rights on change of control, contain customary anti‑dilution and transfer restrictions, and grant the holders the right to appoint one director while at least 19,625 shares remain outstanding and certain consent rights while at least 9,812 shares remain outstanding. The Board recommends a vote FOR, emphasizing the transaction’s benefits in resolving debt disputes and enhancing financial stability; shareholders should weigh those benefits against substantial potential dilution (conversion could equal approximately 37.8% of outstanding common stock based on the stated conversion price) and the governance implications of preferred‑holder consent and board‑representation rights. Approval is a condition to closing the Exchange Agreement and the related creditor releases; if approval is not obtained by the outside date the Exchange Agreement may terminate, returning the company to its prior capital structure and unresolved litigation risk. Overall, the proposal is transaction‑ and governance‑sensitive: it mitigates credit and litigation risk and extends maturities but shifts economic and voting power toward lenders through convertible preferred rights that can be exercised over time.
Election of three nominees — Michael Blend, Caroline Horn and Taryn Naidu — to serve as Class I directors for a three‑year term ending in 2029.
Request that stockholders ratify the audit committee’s appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BANK OF AMERICA CORP /DE/ | 1.54% | 161,513 | $373K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.22% | 127,576 | $295K |
| 3 | Cerity Partners LLC | 1.11% | 116,844 | $270K |
| 4 | Crescent Grove Advisors, LLC | 0.72% | 75,545 | $175K |
| 5 | BlackRock, Inc. | 0.23% | 24,204 | $56K |
| 6 | BlackRock, Inc. | 0.17% | 17,903 | $41K |
| 7 | Leonteq Securities AG | 0.12% | 12,500 | $29K |
| 8 | MORGAN STANLEY | 0.12% | 12,163 | $28K |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 0.11% | 11,731 | $27K |
| 10 | STATE STREET CORP | 0.11% | 11,502 | $27K |
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