Not independent
Tenure on this board
3.5 yrs
7 nominees · 3 ballot items.
Elect seven directors; approve an amendment to the Certificate of Formation to increase authorized common shares (increase total authorized shares to 550,000,000, including 500,000,000 common); and ratify Assure CPA, LLC as independent auditor for 2026.
Elect each of the seven named director nominees to hold office for a one-year term.
Approve an amendment to the Certificate of Formation to increase total authorized shares from 300,000,000 (250,000,000 common and 50,000,000 preferred) to 550,000,000 (500,000,000 common and 50,000,000 preferred).
This proposal asks shareholders to approve an amendment to the Company’s Certificate of Formation to increase total authorized shares of capital stock from 300,000,000 (250,000,000 common and 50,000,000 preferred) to 550,000,000 (500,000,000 common and 50,000,000 preferred). Management and the Board present the change as a general corporate flexibility measure to permit future equity financings, acquisitions, grants under equity compensation plans, issuance of equity-linked securities, and other uses of equity without the delay or burden of convening a special shareholder vote for each issuance; the Board explicitly states it has no present plan to issue the new shares other than routine reserve for compensation and outstanding warrants. The Board also discloses that if approved it reserves the discretion to abandon the increase before it is filed and effective, and it will only effect the increase by filing a Certificate of Amendment with the Texas Secretary of State. The company explains the potential impacts: existing shareholders would experience dilution if additional shares are issued, the market could view the authorization as dilutive pressure on the stock price, and under some circumstances the additional authorized shares could be used in ways that have anti-takeover effects. The Board frames these effects as incidental and not the motivation for the proposal, emphasizing the business need for flexibility to execute financings or strategic transactions in a timely manner. The proposal includes specific factual context about current authorized and reserved shares, outstanding warrants and the share shortfall risk for future transactions. The Board recommends a FOR vote, arguing that lack of additional authorized shares could limit the Company’s ability to raise capital or complete transactions in a timely way, which could materially harm growth prospects; the Board also reiterates that any issuance would be evaluated on terms it believes are in the best interests of existing shareholders.
Ratify the Audit Committee’s selection of Assure CPA, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VAN ECK ASSOCIATES CORP | 7.0% | 10,369,695 | $91M |
| 2 | STATE STREET CORP | 5.4% | 8,047,077 | $70M |
| 3 | DRIEHAUS CAPITAL MANAGEMENT LLC | 3.6% | 5,345,710 | $47M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 5,200,486 | $45M |
| 5 | BlackRock, Inc. | 3.2% | 4,802,076 | $42M |
| 6 | BlackRock, Inc. | 2.5% | 3,717,097 | $32M |
| 7 | Hood River Capital Management LLC | 1.9% | 2,759,376 | $24M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 2,301,006 | $20M |
| 9 | AMERIPRISE FINANCIAL INC | 1.4% | 2,067,340 | $18M |
| 10 | UBS Group AG | 1.2% | 1,839,172 | $16M |
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