Independent
Tenure on this board
2.6 yrs
Also a director at
Northann Corp (NCL)Charlton Aria Acquisition Corp (CHAR)
6 nominees · 4 ballot items.
Elect six directors; ratify Enrome LLP as independent auditors; approve (non-binding) the compensation of named executive officers (say-on-pay); and vote (non-binding) on the frequency of future advisory votes on executive compensation (one, two, or three years).
Elect six directors, each to serve until the 2027 Annual Meeting of Stockholders or until their successors are elected and qualified.
Ratify the appointment of Enrome LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement (say-on-pay).
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the Company’s named executive officers as disclosed under Item 402 of Regulation S-K. Management seeks this advisory endorsement to validate the structure of its pay program — which the Compensation Committee describes as consisting principally of salary, equity and performance-based cash that is intended to attract, motivate, retain executives and align executive interests with stockholder value. The vote is non-binding but is used by the Compensation Committee and Board as feedback when setting future pay and program design. Contextually, XMAX is a smaller reporting company and provides scaled disclosures, but emphasizes that compensation decisions are intended to align with long-term strategic goals and risk management. The Board’s stated rationale for recommending a FOR vote is that the current program balances competitive pay and performance alignment and that shareholder support will allow the Company to continue implementing its compensation strategy. Management also notes it will consider the outcome of the vote in future compensation determinations, indicating responsiveness to investor sentiment. For investors evaluating governance, the say-on-pay result is an indicator of whether pay practices are perceived as aligned with performance; given the Company’s recent leadership changes and compensation mix, the advisory vote provides a governance signal without imposing contractual change. Because the vote is advisory, failure of the proposal would not automatically change pay but would trigger Board and committee review and potential adjustments to address stockholder concerns. Overall, the Company frames this as a routine governance item designed to solicit shareholder feedback on executive pay while preserving managerial flexibility.
Non-binding, advisory vote to indicate whether the Company should hold future advisory votes on executive compensation every one, two or three years (Board recommends one year).
This proposal asks shareholders, on a non-binding basis, to express their preference for the frequency of future advisory votes on executive compensation (one, two, or three years). Management supports the one-year option and argues that annual say-on-pay votes provide timely feedback to the Compensation Committee and Board on executive pay and allow more frequent engagement with shareholders on compensation strategy. The context includes the Company’s recent executive changes and its stated goal of aligning pay with performance through salary, equity and performance-based cash; more frequent votes would enable shareholders to react to and influence those evolving practices. Because the vote is advisory, the Board is not legally required to adopt the preferred frequency, but the Compensation Committee will consider the results when setting cadence. The Board’s rationale emphasizes responsiveness and governance transparency — annual votes are presented as a mechanism for regular accountability. For investors assessing governance frameworks, the frequency preference signals how often shareholders want to evaluate pay-for-performance alignment; annual votes tend to favor more active oversight. A choice for a multi-year frequency could reduce administrative burden but also delay shareholder input on compensation changes. The Board’s recommendation for one year indicates a preference for continuous engagement and quicker remedial action if compensation policies diverge from shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.44% | 1,552,666 | $11M |
| 2 | BlackRock, Inc. | 0.85% | 543,460 | $4M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 0.73% | 461,200 | $3M |
| 4 | UBS Group AG | 0.72% | 460,029 | $3M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.63% | 397,579 | $3M |
| 6 | MILLENNIUM MANAGEMENT LLC | 0.58% | 367,572 | $3M |
| 7 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.53% | 339,606 | $2M |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.42% | 264,605 | $2M |
| 9 | STATE STREET CORP | 0.30% | 193,229 | $1M |
| 10 | MARSHALL WACE, LLP | 0.27% | 171,786 | $1M |
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