Independent
Tenure on this board
1.0 yrs
3 nominees · 4 ballot items.
Election of three Class I directors; Ratification of PwC as independent auditors; Approval of redomestication from Delaware to Texas; Approval to adjourn the Annual Meeting if needed to solicit additional proxies for redomestication.
Elect Gabe Finke, Marian Joh and Matthew Kuta as Class I directors to serve three-year terms expiring in 2029.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026.
Approve conversion of the Company from Delaware to Texas by way of conversion, including adoption of Texas Certificate of Formation, Texas Bylaws and Plan of Conversion.
The management proposal requests shareholder approval to redomesticate the Company from Delaware to Texas via a conversion that would replace the Delaware charter and bylaws with a Texas Certificate of Formation and Texas Bylaws and adopt a Plan of Conversion. Management argues this change aligns corporate law with the Company’s operational nexus in Texas, offers potential franchise tax savings, decreased litigation risk due to Texas statutory protections (including a codified business judgment rule and permitted derivative suit thresholds), and access to Texas state incentives for the space industry. The Board emphasizes preserving core shareholder economic and voting rights through careful drafting of the Texas governing documents and retaining equivalent or similar governance protections, while adopting certain Texas provisions like a 1% derivative-standing threshold and exclusive forum provisions that the Board views as beneficial. The Board considered countervailing factors, such as potential investor or proxy advisor criticism, the loss of Delaware case law and established Chancery expertise, and transaction costs, and concluded the benefits outweigh the risks. The proposal requires approval by a majority of outstanding voting power and, if approved, would be effected by filings in Delaware and Texas; management intends the conversion to be tax-free for U.S. holders. The Board unanimously recommends a vote FOR the redomestication based on strategic, operational and legal predictability reasons.
Authorize proxy holders to adjourn the Annual Meeting to solicit additional proxies if there are insufficient votes to approve the redomestication (Proposal 3).
This management proposal seeks authorization to adjourn the Annual Meeting to another date/time if there are insufficient votes to approve Proposal 3, enabling the Company to continue soliciting proxies. Management recommends approval to allow flexibility to secure necessary votes for the redomestication; it is a routine procedural proposal typically recommended to ensure needed quorum or voting thresholds can be met. The Board recommends voting FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Senvest Management, LLC | 6.0% | 3,581,441 | $84M |
| 2 | Alyeska Investment Group, L.P. | 5.1% | 3,007,055 | $70M |
| 3 | BlackRock, Inc. | 2.7% | 1,577,051 | $37M |
| 4 | FRONTIER CAPITAL MANAGEMENT CO LLC | 2.1% | 1,227,187 | $29M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.0% | 1,177,319 | $28M |
| 6 | STATE STREET CORP | 2.0% | 1,157,712 | $27M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 1.8% | 1,081,985 | $25M |
| 8 | Capital International Investors | 1.7% | 1,033,158 | $24M |
| 9 | ALLIANCEBERNSTEIN L.P. | 1.6% | 954,766 | $25M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 1.6% | 954,050 | $22M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.