5 nominees · 6 ballot items.
Six proposals are up for a vote: (1) Election of Geoff Nichol to the Board; (2) advisory approval of named executive officer compensation; (3) ratification of Ernst & Young LLP as independent auditor; (4) approval of the rights plan; (5) Nasdaq proposal approving the asset purchase transaction and related stock issuance; and (6) amendment to the Amended and Restated 2023 Equity Incentive Plan increasing the share reserve and ISO limit.
To elect Geoff Nichol to the Board of Directors for a term ending at the 2028 annual meeting.
To approve, on an advisory basis, the compensation of the named executive officers as disclosed in this proxy statement.
To ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
To approve the Company’s limited duration stockholder rights plan, as amended.
To approve the asset purchase agreement with Erigen and Factor and the related stock issuance under Nasdaq Rules 5635(a) and 5635(b).
To amend the Amended and Restated 2023 Equity Incentive Plan to increase the number of shares issuable by 1,410,000 and to set the ISO cap at 7,000,000 shares.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Versant Venture Management, LLC | 1.82% | 269,772 | $442K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.58% | 233,888 | $384K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.49% | 72,215 | $118K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.47% | 68,908 | $113K |
| 5 | BlackRock, Inc. | 0.26% | 39,068 | $64K |
| 6 | FMR LLC | 0.22% | 33,225 | $54K |
| 7 | SABBY MANAGEMENT, LLC | 0.12% | 17,856 | $29K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.10% | 14,775 | $24K |
| 9 | NORTHERN TRUST CORP | 0.09% | 14,053 | $23K |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.08% | 11,444 | $19K |
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