Not independent
Tenure on this board
3.0 yrs
Also a director at
Optimumbank Holdings Inc (OPHC)
6 nominees · 3 ballot items.
Elect six directors; ratify Hacker, Johnson & Smith, P.A. as the independent registered public accounting firm; and authorize the board to adjourn the meeting to solicit additional proxies if sufficient votes are not present.
Elect six directors to hold office for a one-year term and until their successors are elected and qualified: Moishe Gubin, Michael Blisko, Jack Levine, Ted Lerman, Mark Myers, and Stanford Gertz.
Ratify the appointment of Hacker, Johnson & Smith, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Authorize the board to adjourn or postpone the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve one or more proposals at the meeting.
This proposal requests shareholder authorization to allow the board to adjourn or postpone the Annual Meeting to solicit additional proxies if there are not sufficient votes to approve one or more proposals at the time of the meeting. Management seeks this authority as a practical procedural tool to secure the necessary votes without having to reconvene a separate meeting or take other more costly measures; it is commonly used to permit additional outreach to shareholders where close votes or broker non-votes could affect the outcome. The filing makes clear the board could either adjourn the meeting during the proceedings or postpone commencement to allow time for further solicitation. The company also clarifies that previously submitted proxies remain valid and need not be re-submitted unless a stockholder wishes to change their instructions, reducing administrative burden for holders. From a governance perspective, the proposal enhances board flexibility but may also be used to extend the solicitation period in scenarios where management seeks more time to persuade undecided shareholders, which could be viewed as entrenchment if used to blunt legitimate shareholder opposition. The vote threshold is a simple majority of shares represented and voting, and the company states that abstentions and broker non-votes will not affect the outcome, which limits the ability of uninstructed brokers to change the result. The company further notes it does not intend to call a vote on this proposal if Proposals 1 and 2 have already been approved, indicating the adjournment authority is a contingency measure rather than a standard operational change. For investors evaluating the proposal, the trade-off is between granting management reasonable procedural flexibility to ensure votes are representative versus the potential for extended timelines in contested situations; prudent shareholders will weigh the likelihood of close votes at this meeting when deciding how to vote. Overall, the board frames the proposal as a routine and administratively necessary mechanism to facilitate the effective conduct of the meeting in the event of insufficient votes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIAMOND HILL CAPITAL MANAGEMENT INC | 2.46% | 330,363 | $4M |
| 2 | First Eagle Investment Management, LLC | 2.45% | 329,589 | $4M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.25% | 302,439 | $4M |
| 4 | BlackRock, Inc. | 1.97% | 264,830 | $3M |
| 5 | State of New Jersey Common Pension Fund D | 1.47% | 198,000 | $2M |
| 6 | STATE STREET CORP | 1.24% | 166,916 | $2M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.11% | 148,713 | $2M |
| 8 | GABELLI FUNDS LLC | 1.07% | 143,711 | $2M |
| 9 | BlackRock, Inc. | 0.98% | 131,714 | $2M |
| 10 | TWO SIGMA INVESTMENTS, LP | 0.98% | 131,190 | $2M |
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