Not independent
Tenure on this board
1.7 yrs
2 nominees · 7 ballot items.
Seven proposals are up for a vote: (1) director election; (2) reverse stock split; (3) 2024 Plan amendments; (4) auditor ratification; (5) Say-on-Pay; (6) Say-on-Frequency; (7) adjournment.
Election of two Class I directors to serve three-year terms (expiring at the 2028 annual meeting) from nominees Michael Salmasi and Gary Cohen.
Authorize the board to implement a reverse stock split of common stock at a ratio between 1-for-2 and 1-for-20, with the exact ratio set in the board's discretion, without further stockholder approval.
Amend Section 4(a) of the 2024 Equity Incentive Plan to increase the maximum aggregate number of shares that may be issued, to 9,546,421 plus annual increases through 2034; adjust if a reverse stock split is approved.
Ratify PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for 2025.
Advisory vote on the compensation of the named executive officers as disclosed in the proxy statement.
Advisory vote on how often the say-on-pay votes should occur (every 1, 2, or 3 years); Board recommends 3 years.
Allow the Board to adjourn the Annual Meeting to a later date if needed.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.0% | 519,531 | $276K |
| 2 | Polar Asset Management Partners Inc. | 0.6% | 293,302 | $156K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.6% | 277,838 | $148K |
| 4 | HRT FINANCIAL LP | 0.3% | 160,081 | $85K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 80,030 | $43K |
| 6 | BlackRock, Inc. | 0.1% | 49,931 | $27K |
| 7 | CITADEL ADVISORS LLC | 0.1% | 49,566 | $26K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 47,504 | $25K |
| 9 | BlackRock, Inc. | 0.1% | 43,901 | $23K |
| 10 | NORTHERN TRUST CORP | 0.1% | 40,750 | $22K |
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