Independent
Tenure on this board
1.2 yrs
Also a director at
Optimum Communications Inc (OPTU)
4 nominees · 5 ballot items.
Election of four Class II directors; advisory approval of named executive officer compensation (Say-on-Pay); advisory vote on frequency of future Say-on-Pay votes; ratification of KPMG LLP as independent registered public accounting firm; and approval of an amendment to effect a reverse stock split at a ratio between 1-for-5 and 1-for-25 at the Board’s discretion.
Elect four Class II directors (Dexter Goei, Yaffa Krindel, Mark Mullen and Arne Wolter) each to serve a three-year term until the 2029 Annual Meeting.
Approve, on a non-binding advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement.
The proposal requests a non-binding advisory approval of the named executive officers’ compensation as disclosed in the proxy statement. Management seeks shareholder feedback as required by Dodd-Frank and SEC rules, and though non-binding, the board and Compensation Committee will consider the vote when making future compensation decisions. It follows the company’s pay-for-performance philosophy, comprising base salary, annual cash incentives, and equity awards (RSUs/PSUs). The board recommends a FOR vote, arguing the program attracts and retains talent, aligns pay with financial and qualitative metrics, and ties incentives to long-term shareholder value. As a smaller reporting company, Teads provides the required disclosures including summary compensation tables, bonus arrangements, and equity plan details, and highlights discretionary bonuses paid in connection with the Acquisition. The proposal is routine for modern public companies and the board’s rationale reflects governance norms; opposition, if any, would likely focus on realized pay versus performance and grant practices, but the company’s Clawback Policy and compensation committee oversight mitigate some governance concerns.
Cast a non-binding advisory vote to indicate preferred frequency for future Say-on-Pay votes (every one, two, or three years). Board recommends every one year.
Ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Adopt and approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s issued shares of common stock at a ratio within the range of 1-for-5 to 1-for-25, without reducing authorized shares, with exact ratio and timing to be determined by the Board.
The board seeks shareholder authorization for a charter amendment that would permit a reverse stock split at any ratio between 1-for-5 and 1-for-25, with the board retaining discretion over the exact ratio and timing within one year. The company is below Nasdaq’s $1 bid-price minimum and received a compliance notice; the primary stated purpose is to raise the per-share price to regain Nasdaq compliance and avoid delisting, with ancillary benefits of potentially increasing institutional interest and improving liquidity. The proposal explains mechanics (no reduction in authorized shares, cash-out of fractional shares, adjustments to equity awards and warrants), Nasdaq timing constraints, and the board’s authority to abandon the split. The board considered risks (negative signaling, possible reduced liquidity, and no guarantee of price improvement) and concluded benefits outweigh risks. Implementation would reclassify issued shares proportionately, preserve economic rights, and increase authorized-but-unissued shares, which may have anti-takeover implications. The board recommends a FOR vote, arguing the reverse split is a prudent tool to address Nasdaq compliance and related marketability issues.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Value Base Ltd. | 5.93% | 5,752,107 | $4M |
| 2 | Whitefort Capital Management, LP | 3.72% | 3,610,103 | $2M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.72% | 1,667,760 | $1M |
| 4 | BlackRock, Inc. | 1.41% | 1,367,727 | $901K |
| 5 | BlackRock, Inc. | 0.97% | 937,041 | $617K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.86% | 832,243 | $548K |
| 7 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.82% | 798,246 | $526K |
| 8 | AQR CAPITAL MANAGEMENT LLC | 0.72% | 700,875 | $462K |
| 9 | STATE STREET CORP | 0.71% | 689,741 | $454K |
| 10 | GSA CAPITAL PARTNERS LLP | 0.60% | 586,078 | $386K |
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