Not independent
Tenure on this board
3.1 yrs
5 nominees · 9 ballot items.
Election of two Class III directors; Ratification of Deloitte as auditors; Approval of potential issuance of 20%+ common stock for Wattbike acquisition (Series E conversion and Earn-Out Shares); Approval of potential issuance of 20%+ common stock for Ergatta merger (Series D conversions); Amendment to 2023 Stock Incentive Plan to add automatic share increase; Grant board discretionary authority to effect 1-for-4 to 1-for-100 reverse stock split(s); Advisory approval of executive compensation (say-on-pay); Advisory vote on frequency of say-on-pay (1,2,3 years); Authorization to adjourn meeting if needed.
Elect two Class III directors (Trent A. Ward and Kirsten Bartok Touw) to serve until 2029.
Ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve potential issuance of 20%+ common stock upon conversion of Series E Preferred Stock and issuance of Earn-Out Shares under the Wattbike Purchase Agreement.
The Wattbike Issuance Proposal requests shareholder approval under Nasdaq Listing Rules 5635(a) and (d) to permit the issuance of shares of common stock representing 20% or more of outstanding common stock upon conversion of 1,300,000 Series E Convertible Preferred Stock issued in connection with the acquisition of Wattbike and potential Earn-Out Shares linked to revenue milestones. Management seeks approval because Nasdaq rules require stockholder consent for issuances equal to or exceeding 20% of outstanding shares, and without approval holders’ conversion rights are restricted and Earn-Out Shares cannot be issued; failure to obtain approval would prevent conversion beyond the 19.99% threshold and could limit the utility of the acquisition consideration structure. The Certificate of Designations for the Series E Preferred Stock contains conversion mechanics tied to a VWAP-based conversion price and protective provisions that prevent conversion that would breach Nasdaq thresholds, change control rules, or otherwise require shareholder approval. The Board recommends a vote FOR the proposal, asserting the Wattbike acquisition is in the Company’s strategic interest and that the potential dilution is a necessary component of the transaction consideration and earnout structure. The proposal raises investor concerns about dilution (including possible >20% issuance), share price impacts, and governance implications; voting dynamics are informed by a prior 2025 vote where substantially similar proposal failed (approx. 43% support). The approval would facilitate conversion and issuance of earn-out shares if milestones are met and is positioned as necessary to complete and honor the Wattbike acquisition terms while complying with Nasdaq listing standards.
Approve potential issuance of 20%+ common stock upon conversion of Series D Preferred Stock issued in connection with merger with Ergatta.
The Ergatta Issuance Proposal seeks shareholder approval under Nasdaq Listing Rules 5635(a) and (d) to permit issuance of shares of common stock equal to 20% or more of outstanding shares upon automatic conversion of Series D1, D2 and D3 Preferred Stock issued in connection with the March 11, 2026 closing of the Ergatta merger. Management requests approval because Nasdaq requires shareholder consent for issuances at or above the 20% threshold; absent approval, the Series D Certificates provide for automatic redemption (in cash at original issue price) upon failure to obtain required approval, which could materially harm the Company’s liquidity. The Series D conversion mechanics use VWAP and scaling-factor formulas tied to Ergatta’s free cash flow, creating variable conversion amounts; protections limit conversions that would breach Nasdaq rules or effect change of control. Termination of approval would trigger automatic redemption obligations and potential adverse liquidity impacts. The Board recommends a FOR vote, framing the issuance as necessary to implement the merger consideration while warning of dilution and the financial risk of non-approval.
Approve amendment to the 2023 Stock Incentive Plan to add an automatic share increase provision equal to annual increases and 10% of shares issued upon conversion of certain preferred stock.
The amendment to the 2023 Stock Incentive Plan seeks shareholder approval to expand the plan’s share reserve by adding a new automatic share increase provision that provides (i) annual increases equal to 5% of outstanding shares on each January 1 for up to ten years and (ii) a one-time add-on equal to 10% of the shares of common stock issued upon conversion of specified outstanding preferred share series (Series D1, D2, D3, and Series E). Management frames the amendment as necessary to maintain an adequate equity pool for recruiting, retention, and future grants without overburdening cash resources; the change is technical and limited to share quantity (no other material plan terms changed). The provision tying additional shares to preferred-to-common conversions effectively anticipates dilution and seeks to ensure sufficient shares remain available post-conversion. Vote FOR is recommended because failure to approve could force higher cash compensation or constrain equity grants, potentially impairing competitiveness and alignment of employee incentives; shareholders should weigh longer-term dilution against the benefits of preserving an equity compensation program aligned with growth and retention.
Grant board discretionary authority to amend Certificate of Incorporation to effect one or more reverse stock splits at ratios between 1-for-4 and 1-for-100, completed within one year.
The reverse split proposal asks shareholders to permit the Board to amend the Certificate of Incorporation to implement, at its discretion and within one year, one or more reverse stock splits at ratios between 1-for-4 and 1-for-100. Management justifies the authorization as a tool to maintain Nasdaq listing compliance, make the stock more attractive to institutional investors, and potentially reduce franchise taxes. The Board emphasizes flexibility to set the exact ratio based on market conditions and obligations; it may choose not to implement any split. The main risks include potential limited liquidity, negative investor perception, and significant dilution impacts from conversion of outstanding convertible securities post-split; the Board notes that conversion mechanics and option/warrant adjustments will be made on a proportionate basis. The Board recommends a FOR vote, framing the measure as a pragmatic governance tool to preserve listing and investor access while warning that it could have mixed effects on market perception and liquidity.
Non-binding advisory approval of the compensation paid to the company's named executive officers as disclosed in the proxy statement.
Non-binding advisory vote to select whether future advisory votes on executive compensation should occur every one, two, or three years; Board recommends three years.
Authorize the Company to adjourn the Annual Meeting to solicit additional proxies if there are insufficient votes to approve the proposals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 1.4% | 32,135 | $44K |
| 2 | UBS Group AG | 1.2% | 27,784 | $38K |
| 3 | VANGUARD FIDUCIARY TRUST CO | 0.0% | 284 | $389 |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.0% | 55 | $75 |
| 5 | CWM, LLC | 0.0% | 15 | $21 |
| 6 | MORGAN STANLEY | 0.0% | 1 | $1 |
| 7 | Caitong International Asset Management Co., Ltd | 0.0% | 1 | $1 |
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