Not independent
Tenure on this board
4.0 yrs
5 nominees · 6 ballot items.
Elect five directors; approve amendment to 2022 Equity Incentive Plan to add 800,000 shares; approve reverse stock split of common stock at a ratio of 1:5 to 1:10 as determined by the Board; ratify RBSM LLP as independent auditor; approve management success fee payable on qualifying transactions (5% for $40–$100M, 6% over $100M); approve adjournment to solicit additional proxies if needed.
Elect five directors to serve until the 2027 Annual Meeting and until their successors are elected and qualified.
Approve amending the 2022 Equity Incentive Plan to increase shares available for issuance by 800,000 to a total of 962,889 shares.
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 1:5 and 1:10, at the Board’s discretion.
Ratify the Board’s selection of RBSM LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Approve a management success fee payable to management on qualifying transactions: 5% for deal proceeds between $40M and $100M and 6% for proceeds exceeding $100M; payable in cash, equity or combination as determined by the Board.
Approve adjourning the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve certain proposals at the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Kathmere Capital Management, LLC | 5.4% | 144,683 | $253K |
| 2 | UBS Group AG | 1.2% | 31,410 | $55K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.6% | 16,124 | $28K |
| 4 | BARCLAYS PLC | 0.1% | 1,856 | $3K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.0% | 171 | $299 |
| 6 | OSAIC HOLDINGS, INC. | 0.0% | 25 | $43 |
| 7 | TWIN PEAKS WEALTH ADVISORS, LLC | 0.0% | 8 | $14 |
| 8 | CITIGROUP INC | 0.0% | 1 | $2 |
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