Not independent
Tenure on this board
2.0 yrs
Also a director at
Mira Pharmaceuticals Inc (MIRA)
4 nominees · 3 ballot items.
Elect four directors; ratify appointment of independent auditor Salberg & Company, P.A.; approve adjournment if necessary to permit further solicitation of proxies; and transact any other business properly brought before the meeting.
Elect four directors (Erez Aminov, Matthew Pratt Whalen, Matthew Del Giudice, and Edward MacPherson) to the Board to serve until the next annual meeting.
Ratify the appointment of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
The proposal asks shareholders to ratify the Audit Committee’s appointment of Salberg & Company, P.A. as the independent registered public accounting firm for 2026. Management seeks this ratification to provide shareholder affirmation of the Audit Committee’s selection and to maintain continuity in the audit process; ratification is also a practical governance step enabling brokers to cast discretionary votes on this routine item. The Audit Committee had already appointed Salberg effective December 19, 2024, and disclosed fees for 2025 audit and related services, indicating an ongoing relationship; the Board recommends a FOR vote while reserving the committee’s ability to change auditors if issues emerge. The vote requires a simple majority of votes cast to pass; because auditor ratifications are routine under broker rules, broker discretionary votes can be counted. The Board’s recommendation reflects confidence in Salberg’s qualifications, the Audit Committee’s oversight, and the importance of auditor continuity for financial statement integrity. Potential conflicts are limited by Audit Committee pre-approval procedures; shareholders concerned about audit quality should weigh disclosed fees and the committee’s independence in forming their view.
Approve adjournment of the Annual Meeting, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes to elect the director nominees or approve the auditor appointment.
The proposal requests shareholder approval to adjourn the Annual Meeting if there are insufficient votes at the scheduled time to elect directors or ratify the auditor. Management seeks this authorization as a practical mechanism to permit further solicitation of proxies and to enable the meeting to be reconvened with a quorum or greater favorable support, protecting the Company from an unsuccessful election or ratification outcome. The Board’s recommendation to vote FOR reflects the desire for operational flexibility; the adjournment is conditional and only used as necessary, and it preserves shareholder revocability of prior proxies. As a routine governance matter, the adjournment proposal is routine and broker-discretionary, requiring a simple majority of votes cast to pass. The principal governance consideration for shareholders is that adjournment can extend solicitation periods and may affect the timing of corporate decisions; opposition could be based on concerns about management seeking extra time to secure votes rather than addressing underlying shareholder issues. Overall, the proposal is procedural and intended to facilitate effective meeting outcomes without changing substantive corporate governance or rights.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.35% | 1,613,639 | $2M |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.42% | 292,057 | $374K |
| 3 | BlackRock, Inc. | 0.35% | 240,827 | $308K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.33% | 225,304 | $288K |
| 5 | NORTHERN TRUST CORP | 0.09% | 61,532 | $79K |
| 6 | STATE STREET CORP | 0.09% | 58,600 | $75K |
| 7 | CAPTRUST FINANCIAL ADVISORS | 0.07% | 51,194 | $66K |
| 8 | Bank of New York Mellon Corp | 0.07% | 48,781 | $62K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.07% | 46,818 | $60K |
| 10 | OSAIC HOLDINGS, INC. | 0.06% | 41,490 | $53K |
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