Not independent
Tenure on this board
2.5 yrs
4 nominees · 2 ballot items.
Elect four directors nominated by the board; and adjourn the annual meeting to solicit additional proxies if there are not sufficient votes to approve the director election.
Elect four directors nominated by the board to serve one-year terms until the 2027 annual meeting and until their successors are elected and qualified.
Adjourn the annual meeting to solicit additional proxies if there are not sufficient votes to approve the election of directors.
This proposal asks shareholders to authorize the board to adjourn the annual meeting if there are not sufficient votes to elect the nominated directors, thereby allowing the company to continue soliciting proxies. Management is seeking this authority to provide flexibility to secure the affirmative vote needed for adjournment (a majority of shares represented in person or by proxy) and to maximize the chances that the board’s slate of nominees will be elected. Practically, approval would enable the company to extend solicitation efforts — by mail, electronic contact, or other means — to gather additional voting support without reconvening under a new notice period. The proposal is common in cases where the outcome of director elections is uncertain or where a shareholder base is concentrated or has large holders, and it mitigates the risk of an inconclusive vote that could impede governance continuity. For Versus Systems specifically, the company has a relatively small registered shareholder base and two large holders that together control a substantial portion of shares, which increases the likelihood that targeted solicitation could change the outcome. The board recommends a vote FOR because adjunct solicitation can be an effective, efficient mechanism to achieve a definitive result and ensure the board can carry out its duties without disruption. Opponents might argue that adjournment delays shareholder decisions and increases costs, and could be used tactically to influence outcomes, but the company frames the measure as a procedural tool to achieve a clear shareholder determination. On balance, the proposal preserves shareholder voting rights while giving management a reasonable means to secure the necessary support to implement the board’s governance plan.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 0.5% | 22,699 | $28K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.3% | 15,551 | $19K |
| 3 | OSAIC HOLDINGS, INC. | 0.0% | 311 | $378 |
| 4 | Tower Research Capital LLC (TRC | 0.0% | 83 | $101 |
| 5 | UBS Group AG | 0.0% | 1 | $1 |
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