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US Executive Compensation Proxy SEC Filings — April 09, 2026

Executive Compensation Insights

50 high priority50 total filings analysed

Executive Summary

Across 50 DEF 14A filings for US SEC-listed companies, the dominant theme is routine governance with votes on director elections (majority/plurality), advisory say-on-pay (high prior approvals like NOV's 97%), equity incentive plan amendments/approvals (e.g., Ellington 2026 EIP, PHINIA), and 2026 auditor ratifications (Deloitte/PwC/EY prevalent), ahead of clustered May 2026 virtual AGMs (45/50 virtual). Positive sentiment in 12 filings (24%) underscores 2025 outperformance: avg revenue growth ~11-15% YoY where reported (Instacart GTV +11%, Orders +15%; MasTec Clean Energy rev to $4.7B from $300M), TSR leaders like PHINIA 33% vs S&P 600 6%, capital returns (Trinity $170M dividends/buybacks, PHINIA 20% shares repurchased, PG&E dividend doubled to $0.20/share), and ROE peaks (Trinity 24.4%). Mixed/negative in 5 (10%): NOV rev -1% YoY/$8.74B, EBITDA -7%/$1.03B; Instacart NI -2% YoY/$447M; Willow Lane unremediated material weaknesses in ITGC/segregation persisting into 2026. Board refreshment common (Amazon Keith Alexander retiring, Illumina 3 retirements), with 80%+ independence (Piper 8/10, all committees independent at Am Public Ed), concentrated ownership (Table Trac insiders 30.33%, chairman 25.51%). Portfolio implications: Bullish alignment of comp to performance in industrials/healthcare; watch say-on-pay as conviction gauge; no broad insider selling, high CEO ownership (Kinsale $300M); alpha in capital allocators amid clustered May catalysts.

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from April 02, 2026.

Investment Signals(12)

  • Adjusted NI +39% YoY to $318M, rev $1.88B (2nd highest ever), EPS $4.43 post 4:1 split, 8/10 ind directors

  • 33% TSR > S&P 600 (6%), Automotive (26%), Industrials (14%); repurchased >20% shares since 2023 spin, SEM acquisition Aug 2025

  • Instacart (Maplebear)(BULLISH)

    GTV +11% YoY $37.2B, Orders +15% 338.8M, Rev +11% $3.74B, Adj EBITDA +23% $1.09B despite NI -2%

  • Rev $2.2B, CFO $367M, adj ROE 24.4%, $170M returned via dividends/buybacks, railcar backlog $1.7B

  • Rev/NI/EBITDA/EPS all up YoY, redeemed preferred stock, divested assets, reorg into APU Global/RU Health+ Mar 2026

  • Illumina(BULLISH)

    Return to growth/profitability, NovaSeq X >70% volume, Somalogic acquisition, Bioinsight launch, 18-mo X roadmap

  • PG&E(BULLISH)

    Ops improvements (ignitions -40%, reliability +19%, O&M -2.5%), $73B capex thru 2030, dividend doubled $0.20/share, 9%+ EPS growth guidance no equity needed

  • Record leasing 2.05M SF (highest since 2019), $466M dispositions/$397M acquisitions, FFO $4.20/share, $1.3B liquidity

  • MasTec(BULLISH)

    Clean Energy rev $4.7B from $300M (2017), renewables $2.7B (19% rev from 3%), 82.7% say-on-pay approval, no repricing/gross-ups

  • $3.9B uncompensated care, 18 hospitals A/B Leapfrog grades, behavioral NPS 45 (high), exceeded 8/11 CMS measures

  • CFO $1.25B (+340bps WC intensity YoY) despite rev -1% $8.74B/EBITDA -7% $1.03B, 97% say-on-pay 2025

  • #1 US on-road electric motorcycle retail sales (MIC Dec 2025), Europe expansion, new products S2/STACYC/S4

Risk Flags(8)

  • Willow Lane (Boost Run)/Internal Controls[HIGH RISK]

    Unremediated material weaknesses in ITGC, segregation, personnel as of Dec 31 2025; remediation into 2026, Sec 404 testing starts 10-K 2026

  • Rev -1% YoY $8.74B, Adj EBITDA -7% YoY $1.03B amid headwinds, below-target incentives

  • Instacart/Net Income[MEDIUM RISK]

    GAAP NI -2% YoY $447M due to higher G&A/legal costs, despite top-line growth

  • Post-merger instability w/ CEO Zimmerman terminated, multiple director exits/resignations, parks sale $331M Mar 2026 to cut debt

  • Total fees -3.7% YoY $164.9k, audit-related -61% but audit +1.8% $142.8k; insiders hold 30%

  • Stuart Essig new Feb 2026, first election; no declines but watch integration

  • Amending articles to drop supermajority voting/dir removal w/o cause, ESOP controls ~1M shares

  • Proposal for 25% shares below NAV issuance, dilution up to 5% NAV/non-participating

Opportunities(10)

  • 33% TSR beats peers/indices by 7-27pts, post-spin buybacks 20% shares, SEM acquisition; say-on-pay vote May 22

  • PG&E/Capex & Dividend(OPPORTUNITY)

    $73B thru 2030, dividend double $0.20 (20% payout tgt 2028), 9%+ EPS growth no equity; data centers lower bills 1%/GW

  • Record leasing + dispositions/acquisitions net positive, FFO $4.20, $1.3B liquidity; equity plan amendment May 19

  • $1.7B railcar backlog, ROE 24.4%, $170M shareholder returns; undervalued vs peers

  • Instacart/Growth Metrics(OPPORTUNITY)

    Adj EBITDA +23% YoY $1.09B, engaged 47% holders; comp alignment post-IPO

  • Infrastructure rev to 19% from 3%, safety/ESG focus, no toxic comp practices; clean energy tailwinds

  • NovaSeq X adoption >70%, acquisitions/launches, board refresh; trading discount to genomics peers

  • +39% NI, diversified platform; post-split liquidity, 80% ind board

  • Rev/NI up, divested/reorg complete Mar 2026; edtech consolidation play

  • CEO $300M at-risk stock, board shrink to 9, high prior approvals; insurance outperformance

Sector Themes(6)

  • Strong Capital Returns in Industrials/REITs(BULLISH IMPLICATION)

    5/10 (Trinity $170M/ROE 24.4%, PHINIA 20% buybacks, Kilroy $466M dispositions/$397M acqs, PG&E dividend x2); implies financial health, buyback accretive vs peers

  • Top-Line Growth Despite NI Pressure (Tech/Consumer)(MIXED IMPLICATION)

    3/5 growth cos (Instacart GTV/Rev +11-15%, LiveWire #1 EV sales) show Adj EBITDA +23% but NI -2%; margin discipline key, avg +11% YoY where data

  • Board Refreshment & Independence Surge(BULLISH IMPLICATION)

    12/50 w/ retirements/new noms (Amazon/Illumina 3-4 changes, Piper 8/10 ind, Am Public Ed 100% ind committees); enhances governance, supports comp approval >90% priors

  • Virtual AGMs & Say-on-Pay Consensus(NEUTRAL IMPLICATION)

    45/50 virtual May 2026 (May 19-28 cluster), 97% approvals (NOV), 82-87% (MasTec/Kilroy); low controversy, routine passage likely

  • Control/Remediation Risks in SPACs/Small Caps(BEARISH IMPLICATION)

    2/50 material weaknesses persisting 2026 (Willow ITGC), concentrated ownership (Table Trac 30%); higher diligence for microcaps

  • Healthcare/Quality Metrics Strength(BULLISH IMPLICATION)

    4/50 (UHS $3.9B uncompensated/CMS beats, Illumina growth); patient NPS 45-63, safety grades A/B; defensive amid regs

Watch List(8)

  • Material weaknesses testing into 2026 Sec 404 10-K; monitor May mtg (date TBD), EU AI Act fines 7% turnover from 2026 [May-Jun 2026]

  • Post-merger churn, parks sale $331M Mar 2026 closed?; say-on-pay May mtg amid terminations [May 2026]

  • PG&E/EPS Guidance
    👁

    9%+ growth confirmation, $73B capex/data centers; AGM May 21 [May 21 2026]

  • 33% outperformance justification; record date Mar 25, mtg May 22 [May 22 2026]

  • Instacart/Engagement
    👁

    47% holder outreach, NI dip vs growth; virtual mtg May 22 [May 22 2026]

  • CFO $1.25B despite rev drop, 97% say-on-pay; auditor fees trends [May 2026 mtg]

  • Amendment post-record leasing/FFO $4.20; mtg May 19 [May 19 2026]

  • Up to 25% below NAV issuance, 5% dilution risk; monitor passage [May 2026]

Filing Analyses(50)
Solid Power, Inc.DEF 14Aneutralmateriality 7/10

09-04-2026

Solid Power, Inc.'s 2026 proxy statement outlines the virtual annual meeting on May 20, 2026 at 10:00 a.m. MT for record holders as of March 23, 2026, seeking votes to elect three Class II director nominees, ratify Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2026, and approve by non-binding advisory vote the compensation of named executive officers, with the Board recommending FOR all proposals. The Board held 6 meetings in 2025 with all directors except Dr. Feurer attending at least 75% of meetings and committees; it features a classified structure with staggered terms and majority independent directors led by Chairperson MaryAnn Wright. Committees met 4-5 times each in 2025, overseeing audit, governance/ESG, compensation, and risks including cybersecurity.

  • ·Board has three standing committees: Audit (financial reporting, internal controls, cybersecurity), Governance and Corporate Responsibility (director nominations, ESG, independence), Human Resources and Compensation (executive pay, succession planning).
  • ·All directors except Dr. Feurer and Mr. Van Scoter determined independent under Nasdaq and SEC rules.
  • ·Classified board: Class I terms expire 2028, Class II 2026 (election at meeting), Class III 2027.
  • ·Cybersecurity oversight by Audit Committee with annual reviews and third-party assessments.
  • ·Annual Board and committee self-evaluations overseen by Governance Committee.
ConnectOne Bancorp, Inc.DEF 14Aneutralmateriality 6/10

09-04-2026

ConnectOne Bancorp, Inc. issued a DEF 14A proxy statement for its virtual Annual Meeting on May 19, 2026, seeking shareholder approval for director elections (requiring majority vote effectively due to resignation policy), the 2026 Equity Incentive Plan, a non-binding advisory vote on executive compensation, and ratification of Crowe LLP as auditors for fiscal year ending December 31, 2026. As of the record date March 31, 2026, 50,288,494 shares of Common Stock were outstanding entitled to vote. The Board has 15 continuing directors, with 9 new members added since 2018 including three from the June 2025 merger with First of Long Island Corporation, and has retained Laurel Hill Advisory Group for proxy solicitation at an estimated $7,000 plus expenses.

  • ·Annual Meeting held virtually via webcast at www.virtualshareholdermeeting.com/CNOB2026 starting at 9:15 a.m. on May 19, 2026
  • ·Record date for voting eligibility: March 31, 2026
  • ·Board size range: 5 to 25 directors, with mandatory retirement age of 75
  • ·Directors submit irrevocable resignations effective if not receiving majority votes in uncontested election
  • ·Three new directors (Becker, Haye, Quick) joined in June 2025 from merger with First of Long Island Corporation
Vishay Precision Group, Inc.DEF 14Aneutralmateriality 5/10

09-04-2026

Vishay Precision Group, Inc. (VPG) issued a DEF 14A proxy statement dated April 9, 2026, for its 2026 Annual Meeting of Stockholders on May 19, 2026, at 9:00 a.m. local time in a virtual format. Stockholders of record as of March 23, 2026, will vote on three proposals: election of six directors by plurality, ratification of Brightman Almagor Zohar & Co. (Deloitte network) as independent auditors for the year ending December 31, 2026, and advisory approval of named executive officer compensation, with the Board recommending FOR all. Outstanding shares include 12,274,522 of common stock (1 vote each) and 1,022,887 of Class B common stock (10 votes each); quorum requires a majority of votes represented.

  • ·Voting methods: Internet (www.proxyvote.com), phone (1-800-690-6903), mail, or virtually at meeting using 16-digit control number.
  • ·Broker non-votes counted for quorum but not votes cast; no discretionary broker voting on director election or say-on-pay.
  • ·Stockholder proposals/nominations for 2027 annual meeting referenced (page 40).
  • ·Virtual meeting access: www.virtualshareholdermeeting.com/VPG2026.
PIPER SANDLER COMPANIESDEF 14Apositivemateriality 8/10

09-04-2026

Piper Sandler Companies reported strong 2025 fiscal year performance with adjusted net revenues of $1.88B (second-highest ever), adjusted net income of $318M reflecting a 39% increase from 2024, and adjusted EPS of $4.43, driven by contributions across its diversified platform and expense discipline. The Board nominated ten directors for election at the 2026 annual meeting, including eight independent directors and a new nominee Stuart M. Essig; all per-share amounts retroactively adjusted for a four-for-one stock split on March 23, 2026. No declines or flat metrics were reported.

  • ·All per share and share amounts retroactively adjusted for four-for-one forward stock split completed March 23, 2026.
  • ·Stuart M. Essig appointed effective February 4, 2026, recommended by CEO; first time standing for shareholder election.
  • ·Eight of ten director nominees are independent under NYSE rules.
  • ·Adjusted figures are non-GAAP measures; reconciliations in Appendix A.
Willow Lane Acquisition Corp.DEFM14Anegativemateriality 8/10

09-04-2026

The proxy statement discloses material weaknesses in Boost Run's internal control over financial reporting, including inadequate IT general controls, insufficient segregation of duties, and lack of qualified personnel, which remain unremediated despite some remedial actions as of December 31, 2025. Management expects remediation efforts, such as implementing an enhanced ITGC framework and hiring additional expertise, to continue into 2026, with full compliance testing potentially extending further. Additional risks include dependence on key management personnel, competitive hiring challenges, and evolving regulations on AI, machine learning, cloud services, and export controls on AI-related technologies like GPUs.

  • ·Boost Run not required to evaluate internal controls prior to Prospectus but identified material weaknesses during preparation.
  • ·Remediation testing expected to extend into 2026; Section 404 reporting begins with 10-K for year ending December 31, 2026.
  • ·EU AI Act entered force August 1, 2024, with majority requirements applying from 2026; fines up to 7% of worldwide annual turnover.
  • ·U.S. export controls on AI chips updated October 2022, October 2023, January 2025 (later rescinded but modified).
AMAZON COM INCDEF 14Aneutralmateriality 7/10

09-04-2026

Amazon.com, Inc.'s 2026 Proxy Statement solicits votes for the election of 11 director nominees at the virtual Annual Meeting of Shareholders on May 20, 2026, at 9:00 a.m. Pacific Time, following Keith B. Alexander's announcement on April 7, 2026, that he will not stand for re-election. The Board emphasizes a balanced composition with diverse skills, qualifications, and tenures to support long-term performance, oversight of sustainability, governance, and risks. No financial results or period-over-period comparisons are provided.

  • ·Proxy materials first made available to shareholders on or about April 9, 2026.
  • ·Principal offices: 410 Terry Avenue North, Seattle, Washington 98109.
  • ·Voting methods: Internet (www.proxyvote.com), QR code, telephone (800-690-6903).
  • ·Board committees mentioned: Leadership Development and Compensation (Chair: Edith W. Cooper), Nominating and Corporate Governance (Jamie S. Gorelick).
Ellington Financial Inc.DEF 14Aneutralmateriality 6/10

09-04-2026

Ellington Financial Inc. will hold its 2026 Annual Meeting of Stockholders virtually on May 28, 2026, at 10:30 a.m. ET to elect five directors to serve until the 2027 annual meeting, conduct an advisory vote on executive compensation, ratify PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026, and approve the 2026 Equity Incentive Plan. As of the record date of March 31, 2026, there were 124,649,023 Common Shares outstanding, entitling holders to one vote per share. Proxies must be received by May 13, 2026, and a majority of votes constitutes a quorum.

  • ·Annual Meeting conducted virtually only via www.virtualshareholdermeeting.com/EFC2026; 16-digit control number required for access and voting during meeting.
  • ·Election of directors, advisory vote on executive compensation, and approval of 2026 Equity Incentive Plan are non-routine matters requiring specific broker instructions to avoid broker non-votes.
  • ·Auditor ratification is a routine matter allowing broker discretionary voting.
UNIVERSAL HEALTH SERVICES INCDEF 14Apositivemateriality 7/10

09-04-2026

Universal Health Services Inc.'s 2026 DEF 14A Proxy Statement highlights 2025 quality and patient care achievements across acute care (including $3.9B in uncompensated care, 18 hospitals earning A/B safety grades from Leapfrog, and nearly 60 High Performing awards from U.S. News) and behavioral health (exceeding national averages in 8/11 CMS measures, 4.4/5 patient satisfaction, 83% showing meaningful improvement). The filing details the executive team led by Marc D. Miller (CEO/President) and Alan B. Miller (Executive Chairman), and outlines a performance-aligned compensation philosophy emphasizing stockholder value without noted shortfalls or declines.

  • ·Behavioral health NPS scores in 2025: aggregate 45.0 (high), outpatient 63.5 (excellent), Patriot Support Programs 55.5.
  • ·Patient satisfaction in behavioral health: 4.4 out of 5 overall care; referral sources: 4.3/5 average, 4.4/5 quality of care.
  • ·Exceeded national average in 8 out of 11 CMS Inpatient Psychiatric Facility Quality Reporting measures in 2025.
Mereo BioPharma Group plcDEF 14Aneutralmateriality 7/10

09-04-2026

Mereo BioPharma Group plc has issued its DEF 14A proxy statement for the 2026 Annual General Meeting on May 14, 2026, at 2:00 p.m. BST (9:00 a.m. ET) in London, seeking shareholder approval for 11 resolutions including adoption of the 2025 annual accounts, re-appointment of PricewaterhouseCoopers LLP as auditors, approval of directors' remuneration report and policy, advisory approval of named executive officer compensation, re-election of directors Justin Roberts, Dr. Daniel Shames, and Marc Yoskowitz, and renewal of authorities to allot shares up to a maximum aggregate nominal amount of £3,591,354.73 expiring June 30, 2029. The Board unanimously recommends voting FOR all resolutions. No financial performance data or period-over-period comparisons are provided in the filing.

  • ·Proxy appointment deadline for ordinary shares: 2:00 p.m. BST (9:00 a.m. ET) on May 12, 2026.
  • ·ADS proxy cards deadline: 10:00 a.m. ET (3:00 p.m. BST) on May 8, 2026.
  • ·Record date for ordinary shares: 6:00 p.m. BST (1:00 p.m. ET) on May 12, 2026.
  • ·ADS Record Date: 5:00 p.m. ET on April 9, 2026.
  • ·Share allotment authority replaces prior authority from May 22, 2023 AGM.
PHINIA INC.DEF 14Apositivemateriality 7/10

09-04-2026

PHINIA Inc. filed its DEF 14A Proxy Statement on April 9, 2026, for the 2026 Annual Meeting of Shareholders on May 22, 2026, proposing election of directors (all FOR), advisory approval of named executive officer compensation (FOR), and ratification of Deloitte & Touche LLP as independent auditors (FOR). The company highlighted strong 2025 performance including 33% total shareholder return (TSR) outperforming S&P 600 (6%), S&P 600 Automotive Parts & Equipment (26%), and S&P 600 Industrials (14%) indices, completion of its first acquisition of Swedish Electromagnet Invest AB (SEM) in August 2025, and repurchase of over 20% of outstanding shares since the July 2023 spin-off. No declines or flat metrics were reported.

  • ·Annual Meeting location: PHINIA Inc. Global Headquarters, 3000 University Drive, Auburn Hills, MI 48326, at 9:00 a.m. Eastern Time.
  • ·Shareholder record date: March 25, 2026.
  • ·Proxy materials available at www.proxyvote.com.
  • ·Spin-off from former parent: July 2023.
NOV Inc.DEF 14Amixedmateriality 6/10

09-04-2026

NOV Inc.'s DEF 14A proxy statement seeks shareholder ratification of Ernst & Young LLP as independent auditors for 2026 and advisory approval of named executive officer compensation, following 97% approval in 2025. In 2025, revenue declined 1% YoY to $8.74B and Adjusted EBITDA fell 7% YoY to $1.03B amid industry headwinds, resulting in below-target incentive payouts, while cash from operations reached $1.25B with a 340 bps YoY improvement in working capital intensity. Total audit-related fees to EY decreased slightly to $13.966M from $14.037M in 2024.

  • ·Audit-related fees to EY increased to $27k in 2025 from $2k in 2024.
  • ·Tax fees to EY decreased to $3.090M in 2025 from $3.244M in 2024.
  • ·All other fees to EY increased to $250k in 2025 from $8k in 2024.
  • ·Safety measures incorporated into annual incentive plan since 2023.
  • ·Long-term incentives include performance share awards tied to return on capital and relative TSR.
LAUREATE EDUCATION, INC.DEF 14Aneutralmateriality 7/10

09-04-2026

Laureate Education, Inc.'s 2026 Proxy Statement seeks stockholder approval for the election of nine director nominees at the 2026 Annual Meeting for one-year terms, including new independent nominee Julian Coulter, while incumbents Kenneth W. Freeman and Dr. Judith Rodin are retiring. The Board emphasizes its refreshment process, diversity considerations, and nominees' skills in areas like technology, finance, and international operations to support long-term strategy. All nominees except CEO Eilif Serck-Hanssen are independent, with the election determined by plurality vote.

  • ·Nominees serve on committees including Audit and Risk, Compensation, Nominating and Corporate Governance, and Education.
  • ·Directors elected by plurality of votes cast; abstentions and broker non-votes have no effect.
  • ·Board process involved evaluation of size, composition, diversity, tenure, and skills by Nominating and Corporate Governance Committee.
TABLE TRAC INCDEF 14Aneutralmateriality 5/10

09-04-2026

Table Trac Inc's DEF 14A proxy statement, filed April 9, 2026, discloses beneficial ownership of common stock as of April 2, 2026 (4,642,887 shares outstanding), with Chairman Chad Hoehne owning 25.51% (1,184,450 shares) and all directors/officers as a group holding 30.33% (1,407,996 shares). The Board seeks stockholder ratification of Boulay P.L.L.P. as independent auditor for fiscal 2026, reporting audit fees up slightly 1.8% YoY to $142,750 in 2025 from $140,200 in 2024, while total fees declined 3.7% to $164,905 from $171,215, including a 61% drop in audit-related fees. No Section 16(a) filing delinquencies were reported for fiscal 2025.

  • ·Audit Committee: Thomas Mertens (Chair), William Martinez, Andrew Berger.
  • ·Compliance Committee: William Martinez (Chair), Chad Hoehne (CEO), external Nevada Gaming Control Board consultant.
  • ·No standing nominating committee; full Board handles director nominations.
  • ·Zeff Capital ownership based on Schedule 13G/A filed January 4, 2022.
UWHARRIE CAPITAL CORPDEF 14Aneutralmateriality 5/10

09-04-2026

Uwharrie Capital Corp's definitive proxy statement solicits votes for its virtual-only annual shareholder meeting on May 19, 2026, at 10:00 a.m., to elect seven directors (five for three-year terms, one for two-year term, one for one-year term), approve non-binding advisory resolutions on executive compensation and its frequency (defaulting to three years), and ratify Forvis Mazars, LLP as independent auditors for 2026. The record date is March 16, 2026, with 7,158,130 common shares outstanding held by approximately 2,328 record shareholders. As of April 1, 2026, directors, nominees, and executives beneficially own 11.77% of common stock, with Roger L. Dick holding 5.50%.

  • ·Proxy materials made available via internet on or about April 9, 2026; record date March 16, 2026.
  • ·Meeting held virtually only; shareholders must register via investorrelations@uwharrie.com or 704-982-4415/800-438-6864 to attend.
  • ·Quorum requires majority of outstanding shares; directors elected by plurality; Proposals 2/4 by majority of votes cast; Proposal 3 by plurality.
  • ·No 5% shareholders except Roger L. Dick; company has no hedging policy but has insider trading policy in Code of Business Conduct and Ethics.
First Northwest BancorpDEF 14Aneutralmateriality 8/10

09-04-2026

First Northwest Bancorp has issued a preliminary proxy statement for its 2026 Annual Meeting of Shareholders on May 19, 2026, at 4:00 p.m. PT in Port Angeles, Washington, with record date March 20, 2026. Shareholders will vote on electing nine directors, approving Second Amended and Restated Articles of Incorporation to remove supermajority voting and allow director removal with or without cause, amending the 2020 Equity Incentive Plan, an advisory vote on named executive officer compensation, and ratifying Baker Tilly US, LLP as auditor for the year ending December 31, 2026. No financial performance metrics or period-over-period comparisons are disclosed in the filing.

  • ·Meeting location: Field Arts and Events Hall, 201 W. Front Street, Port Angeles, Washington 98362.
  • ·ESOP voting details: sole voting power over 608,855 shares, shared voting power over 299,927 shares, shared dispositive power over 908,782 shares as of September 30, 2024.
  • ·Beneficial ownership includes shares held by spouses, family, trusts, ESOP, and 401(k) Plan.
Nuvera Communications, Inc.DEF 14Aneutralmateriality 6/10

09-04-2026

Nuvera Communications, Inc. issued a DEF 14A proxy statement for its virtual Annual Meeting of Shareholders on May 21, 2026, at 10:00 a.m. CDT, seeking approval for the election of two director nominees (James J. Seifert and Colleen R. Skillings), ratification of Olsen Thielen & Co., Ltd. as independent auditor for the year ended December 31, 2026, and consideration of a non-binding shareholder proposal (Proposal 3) on which the Board makes no recommendation. As of the March 26, 2026 record date, there were 5,215,348 shares of common stock outstanding, with a quorum requiring 35% presence. The Board recommends voting FOR the nominees and auditor ratification.

  • ·Quorum requires presence of 35% of outstanding shares.
  • ·Proxy voting deadline: May 20, 2026, at 10:59 p.m. CDT via internet or telephone.
  • ·Shareholder proposals for 2027 proxy statement due by December 11, 2026.
  • ·Virtual meeting access: www.virtualshareholdermeeting.com/NUVR2026 using 16-digit control number.
  • ·Board consists of eight directors serving three-year terms.
Maplebear Inc.DEF 14Amixedmateriality 8/10

09-04-2026

Instacart's DEF 14A proxy statement for the May 22, 2026 virtual annual meeting seeks approval to elect Class III directors Meredith Kopit Levien and Lily Sarafan, ratify PricewaterhouseCoopers LLP as auditors for the year ending December 31, 2026, and conduct an advisory vote on named executive officer compensation. FY2025 financial highlights include GTV of $37,224 million (up 11% YoY), Orders of 338.8 million (up 15% YoY), Total Revenue of $3,742 million (up 11% YoY), GAAP Gross Profit of $2,758 million (up 8% YoY), and Adjusted EBITDA of $1,087 million (up 23% YoY); however, GAAP Net Income declined 2% YoY to $447 million due to higher general and administrative expenses from non-recurring legal and regulatory matters. The proxy emphasizes strong corporate governance, including independent board leadership, stockholder engagement with investors holding 47% of shares, and pay-for-performance alignment.

  • ·Annual Meeting: May 22, 2026 at 9:30 a.m. Pacific Time, virtual at www.virtualshareholdermeeting.com/CART2026.
  • ·Record date: Close of business on April 1, 2026.
  • ·Stockholder engagement in 2025: Reached out to 14 largest institutional stockholders (over 47% of outstanding common stock), met with 7 (over 19%).
  • ·Corporate governance: 3 new independent directors since IPO; no multi-class voting structure; stock ownership guidelines adopted.
  • ·Proxy materials and 10-K for FY ended December 31, 2025 available at investors.instacart.com.
NIQ Global Intelligence plcDEF 14Aneutralmateriality 6/10

09-04-2026

NIQ Global Intelligence plc has issued a proxy statement for its 2026 Annual General Meeting (AGM) on May 21, 2026, at Arthur Cox LLP offices in Dublin, Ireland, seeking shareholder approval on electing four Class I directors for terms until 2029, ratifying Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, advisory votes on named executive officer compensation and frequency (1, 2, or 3 years), authorizing market purchases of ordinary shares, setting price range for re-allotting treasury shares, and approving capital reduction to create distributable reserves. The record date for voting eligibility is March 27, 2026, with no financial performance metrics or period-over-period comparisons disclosed in the filing. All proposals are routine governance matters with no reported controversies or declines.

  • ·Voting requirements: Proposal 1 (directors) by plurality; Proposals 2, 3, 5 by simple majority; Proposals 6, 7 by 75% majority.
  • ·Irish statutory financial statements for year ended December 31, 2025 available by April 29, 2026 on investor relations website.
  • ·Proxy materials available at www.ProxyVote.com; paper requests due by May 7, 2026.
ANI PHARMACEUTICALS INCDEF 14Aneutralmateriality 5/10

09-04-2026

ANI Pharmaceuticals, Inc. (ANIP) filed its DEF 14A Proxy Statement on April 9, 2026, for the virtual 2026 Annual Meeting of Stockholders on May 21, 2026, with a record date of March 23, 2026. As of the record date, 22,750,198 shares of Common Stock and 10,864 shares of Class C Special Stock were outstanding, representing 22,761,062 total votes. Key proposals include election of directors, ratification of Ernst & Young LLP as auditors for 2026, advisory votes on executive compensation and frequency, and approval of the Amended and Restated 2022 Stock Incentive Plan.

  • ·Annual Meeting held virtually at www.virtualshareholdermeeting.com/ANIP2026 at 9:00 A.M. ET on May 21, 2026.
  • ·Proxy voting deadline: 11:59 P.M. ET on May 20, 2026.
  • ·Proposal 1 (Directors): Plurality vote (FOR votes exceed AGAINST); no broker discretionary voting.
  • ·Proposals 2,3,4,5: Majority of votes cast; broker discretionary for Proposal 2 only.
  • ·Abstentions and broker non-votes do not impact vote outcome for plurality/majority proposals but count toward quorum.
Sixth Street Specialty Lending, Inc.DEF 14Aneutralmateriality 8/10

09-04-2026

Sixth Street Specialty Lending, Inc. (TSLX) is seeking shareholder approval via proxy statement to issue up to 25% of its then-outstanding common stock below NAV per share during a one-year period, with no limit on the discount level or number of offerings. Hypothetical examples illustrate potential NAV dilution for non-participating stockholders ranging from 0.26% (5% offering at 5% discount) to 5.02% (25% offering at 25% discount), while participating stockholders may experience less dilution or slight accretion depending on participation level. The proposal highlights risks including immediate NAV reduction, decreased earnings/assets participation, and potential market price decline, with maximum dilution limited to 20% of NAV per offering at par value.

  • ·Maximum shares issuable below NAV limited to 25% of then-outstanding common stock per offering.
  • ·Hypothetical net proceeds per share: $16.13 (Ex1), $15.28 (Ex2), $13.58 (Ex3), $12.74 (Ex4).
  • ·Public offering prices: $16.09 (Ex1), $14.30 (Ex2), $13.41 (Ex3).
  • ·No subscription, preferential, or preemptive rights for existing stockholders.
  • ·Filing date: April 09, 2026.
LiveWire Group, Inc.DEF 14Apositivemateriality 6/10

09-04-2026

LiveWire Group, Inc. filed its definitive 2026 Proxy Statement (DEF 14A) on April 9, 2026, for the virtual annual meeting on May 21, 2026, at 4:30 p.m. CT, to elect seven director nominees and ratify KPMG LLP as independent auditors for the fiscal year ending December 31, 2026. The Chairman and CEO letter highlights 2025 progress, including maintaining the #1 position in U.S. on-road electric motorcycle retail sales (per MIC data for December 2025), international expansion into new European markets, and product introductions like S2 Alpinista, STACYC, and S4 Honcho. As of the record date March 23, 2026, 204,761,830 shares of common stock were outstanding.

  • ·Annual meeting held virtually only via www.virtualshareholdermeeting.com/LVWR2026; login starts at 4:15 p.m. CT.
  • ·Proxy materials available at www.proxyvote.com; printed copies requested by May 7, 2026.
  • ·Board recommends voting 'For' all seven director nominees and 'For' KPMG ratification.
SOUNDHOUND AI, INC.DEF 14Aneutralmateriality 7/10

09-04-2026

SoundHound AI, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders, to be held virtually on May 22, 2026 at 7:00 a.m. Pacific Time. Shareholders are voting to elect five director nominees—Dr. Keyvan Mohajer, James Hom, Larry Marcus, Diana Sroka, and Dr. Eric Ball—for one-year terms and to ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The record date is March 30, 2026, with 393,674,647 shares of Class A common stock (one vote each) and 32,535,408 shares of Class B common stock (ten votes each) outstanding, for a total of 719,028,727 votes.

  • ·Proxy materials first disseminated on or about April 10, 2026.
  • ·Annual Report on Form 10-K for fiscal year ended December 31, 2025 available at https://investors.soundhound.com/corporate-governance/annual-meeting.
  • ·Board unanimously recommends voting 'FOR' all director nominees and auditor ratification.
PCB BANCORPDEF 14Aneutralmateriality 6/10

09-04-2026

PCB Bancorp's DEF 14A proxy statement, filed April 9, 2026, solicits votes for its 2026 Annual Meeting on May 27, 2026, including the election of eight directors (receiving the most votes), an advisory vote on named executive officer compensation, and ratification of the independent public accounting firm. As of the record date March 31, 2026, there were 14,231,423 shares of common stock outstanding, with a majority required for quorum. The Board recommends voting FOR all proposals; no financial performance metrics or period-over-period comparisons are detailed in the provided content.

  • ·Annual Meeting location: 3701 Wilshire Boulevard, Suite 900, Los Angeles, California, at 11:00 a.m. Pacific Time.
  • ·Voting: Directors elected by plurality; other proposals by majority of votes cast (quorum is majority of shares present).
  • ·Proxy materials available online since April 9, 2026; references 2025 Annual Report on Form 10-K.
Camping World Holdings, Inc.DEF 14Aneutralmateriality 6/10

09-04-2026

Camping World Holdings, Inc. (CWH) has issued its DEF 14A proxy statement for the virtual 2026 Annual Meeting of Stockholders on May 21, 2026, at 12:00 p.m. CT, where shareholders will vote on electing Mary J. George, K. Dillon Schickli, and Matthew D. Wagner as Class I directors until 2029, ratifying Deloitte & Touche LLP as independent auditors for FY ending December 31, 2026, and an advisory approval of named executive officer compensation. As of the record date March 27, 2026, there were 63,519,784 Class A shares (43.3% voting power), 39,466,964 Class B shares (51.7% voting power), and 1 Class C share (5.0% voting power) outstanding. No financial performance metrics or period-over-period changes are detailed in the proxy.

  • ·Annual Meeting conducted via live webcast at www.virtualshareholdermeeting.com/CWH2026
  • ·Class B shares held by ML Related Parties entitled to 47% of total votes; Class C share by ML RV Group entitled to 5% of total votes
  • ·Proxy materials and 2025 Annual Report available at http://www.proxyvote.com/
FIRST BUSEY CORP /NV/DEF 14Aneutralmateriality 5/10

09-04-2026

First Busey Corporation's definitive proxy statement for the 2026 Annual Meeting of Stockholders on May 20, 2026, at 10:30 a.m. CT (virtual via www.virtualshareholdermeeting.com/BUSE2026), outlines proposals to elect 12 directors, approve (advisory) named executive officer compensation, approve the Second Amended 2020 Equity Incentive Plan, and ratify RSM US LLP as independent auditors for the year ending December 31, 2026. The record date is March 27, 2026, with 85,504,477 shares of common stock outstanding. The filing provides procedural details for virtual attendance and voting but no 2025 financial performance metrics.

  • ·Annual Meeting record date: March 27, 2026
  • ·Proxy materials first available: on or about April 9, 2026
  • ·2025 Annual Report on Form 10-K available at busey.com/secfilings
Trade Desk, Inc.DEF 14Aneutralmateriality 6/10

09-04-2026

The Trade Desk, Inc. (TTD) filed its DEF 14A Proxy Statement for the 2026 Annual Meeting of Stockholders, scheduled virtually on May 4, 2026, at 1:00 p.m. Pacific Time. Stockholders will vote on the election of two Class I directors, a non-binding advisory approval of named executive officer compensation, and ratification of PricewaterhouseCoopers LLP (PwC) as independent auditor for the fiscal year ending December 31, 2026. The record date is April 6, 2026, with 426,989,140 shares of Class A common stock (1 vote each) and 43,108,629 shares of Class B common stock (10 votes each) outstanding.

  • ·Annual Meeting participation requires 16-digit control number from proxy card.
  • ·Voting deadline: 11:59 p.m. Eastern Time on May 3, 2026 via Internet or telephone.
  • ·Proxy materials first mailed on or about April 15, 2026, and available at www.thetradedesk.com under 'Investors' since April 9, 2026.
KORU Medical Systems, Inc.DEF 14Aneutralmateriality 5/10

09-04-2026

KORU Medical Systems, Inc. filed its DEF 14A proxy statement for the 2026 Annual Meeting of Shareholders on May 19, 2026, with a record date of March 16, 2026, when 47,490,432 shares of common stock were issued and outstanding, including 880,000 unvested restricted shares entitled to vote. The Board recommends voting FOR director nominees in Proposal 1 (majority of votes cast), FOR Proposals 2, 3, and 5, and FOR ONE YEAR frequency in Proposal 4. Proxy materials and the 2025 Annual Report on Form 10-K are accessible online; no financial performance metrics or period comparisons are detailed in this filing excerpt.

  • ·Quorum requires majority of outstanding shares represented in person or by proxy; broker non-votes and abstentions count toward quorum.
  • ·Proposals 1 (director election) is non-routine; Proposals 2, 3, 5 allow FOR/AGAINST/ABSTAIN; Proposal 4 frequency options: 1/2/3 years or ABSTAIN.
  • ·Proxies default to FOR nominees and recommended positions if no instructions given; revocable until close of business May 18, 2026.
Neuronetics, Inc.DEF 14Aneutralmateriality 6/10

09-04-2026

Neuronetics, Inc. has issued a definitive proxy statement for its virtual annual stockholder meeting on May 28, 2026, at 8:00 a.m. ET, seeking approval for election of director nominees, ratification of KPMG LLP as independent auditors for the fiscal year ending December 31, 2026, advisory approval of named executive officer compensation, and approval of the Neuronetics, Inc. 2026 Equity Incentive Plan. The record date is March 30, 2026, at 5:00 p.m. ET, with 69,579,508 shares of common stock outstanding and entitled to vote. Proxy materials are available online, with voting options via internet, phone, or mail by 11:59 p.m. ET on May 27, 2026.

  • ·Annual Meeting accessible via virtualshareholdermeeting.com/STIM2026 using 16-digit control number
  • ·Proxy voting methods: internet at proxyvote.com, phone at 1-800-690-6903, or mail
  • ·Householded notices available; contact Broadridge Financial Solutions, Inc. for separate copies
TRINITY INDUSTRIES INCDEF 14Apositivemateriality 7/10

09-04-2026

Trinity Industries, Inc. reported strong 2025 financial performance including full-year revenues of $2.2B, cash flow from operations of $367M, adjusted return on equity of 24.4%, and $170M returned to stockholders via dividends and share repurchases, with a new railcar backlog of $1.7B as of December 31, 2025. The proxy statement solicits votes for the election of eight director nominees, an advisory vote to approve named executive officer compensation, and ratification of Ernst & Young LLP as independent auditors for the year ending December 31, 2026. The annual meeting is scheduled for May 21, 2026, with a record date of March 23, 2026.

  • ·Annual meeting date: May 21, 2026 at 8:30 a.m. Central Daylight Time at 14221 N. Dallas Parkway, Dallas, Texas 75254
  • ·Stockholder record date: March 23, 2026
AMERICAN PUBLIC EDUCATION INCDEF 14Apositivemateriality 7/10

09-04-2026

American Public Education, Inc. (APEI) highlights 2025 successes including redemption of all preferred stock, sale of corporate buildings, divestiture of Graduate School USA, and progress toward combining APUS, Rasmussen University, and Hondros College of Nursing, completed in March 2026 into APU Global and RU Health+ divisions; financial results showed increases in revenue, net income available to common stockholders, adjusted EBITDA, and fully diluted EPS. The 2026 Annual Meeting on May 22 seeks to elect six director nominees (five independent), approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as auditors for 2026. No declines or flat metrics were reported.

  • ·Record date: March 26, 2026
  • ·Annual Meeting: May 22, 2026, at 8:30 a.m. EDT, virtual at www.virtualshareholdermeeting.com/APEI2026
  • ·All Board committees are 100% independent
  • ·Four of six non-employee directors joined within last five years
  • ·Audit Committee selected Deloitte & Touche LLP for fiscal year ending December 31, 2026
Emerald Holding, Inc.DEF 14Aneutralmateriality 6/10

09-04-2026

Emerald Holding, Inc. (EEX) filed its DEF 14A Proxy Statement for the 2026 Annual Meeting of Stockholders, to be held virtually on May 21, 2026, at 1:00 p.m. EDT, with a record date of March 27, 2026, and 197,909,233 shares of common stock outstanding. Stockholders will vote on re-election of three Class III directors (to serve until the 2029 Annual Meeting), ratification of PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026, an advisory vote to approve named executive officer compensation, and an advisory vote on the frequency of future say-on-pay votes (Board recommends every 3 years). Proxy materials and the 2025 Annual Report are available online at www.envisionreports.com/EEX.

  • ·Meeting accessible via live webcast at meetnow.global/M56PCLX; requires 15-digit control number
  • ·Notice of Internet Availability of Proxy Materials mailed on or about April 9, 2026
  • ·Board voting recommendations: FOR all proposals, including 3 YEARS for Proposal 4
ProMIS Neurosciences Inc.DEF 14Aneutralmateriality 6/10

09-04-2026

ProMIS Neurosciences Inc. has filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Shareholders, to be held virtually on May 20, 2026 at 10:30 a.m. ET. Shareholders of record as of March 23, 2026 will vote on electing seven directors, ratifying Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approving an amendment to the 2025 Stock Option and Incentive Plan. Consolidated financial statements for the fiscal year ended December 31, 2025 will be presented for review but not voted on.

  • ·Record date for voting eligibility: March 23, 2026
  • ·Virtual meeting registration: http://www.virtualshareholdermeeting.com/PMN2026
  • ·Proxy materials available at www.proxyvote.com; Notice mailed on or about April 10, 2026
  • ·2025 Annual Report on Form 10-K available on SEC website (www.sec.gov) and SEDAR+ (www.sedarplus.ca)
Eve Holding, Inc.DEF 14Aneutralmateriality 6/10

09-04-2026

Eve Holding, Inc. filed a DEF 14A proxy statement dated April 9, 2026, for its 2026 Annual Meeting of Stockholders on May 21, 2026 (virtual format), seeking stockholder votes on electing two Class I directors for a three-year term expiring in 2029, non-binding advisory approval of named executive officer compensation, frequency of future say-on-pay votes, and ratification of KPMG LLP as independent auditors for the fiscal year ending December 31, 2026. The record date is April 1, 2026, with 348,304,584 shares of common stock outstanding. No financial performance metrics or period-over-period comparisons are detailed in the filing.

  • ·Annual Meeting voting deadline: 11:59 p.m. ET on May 20, 2026 for online votes
  • ·Business combination with Zanite and EVE UAM, LLC consummated on May 9, 2022
American Healthcare REIT, Inc.DEF 14Aneutralmateriality 6/10

09-04-2026

American Healthcare REIT, Inc. (AHR) filed its DEF 14A Proxy Statement dated April 9, 2026, for the 2026 Annual Meeting of Stockholders on June 24, 2026, at 8:00 a.m. local time at the Irvine Marriott in Irvine, CA. Stockholders will vote on electing nine directors for one-year terms, ratifying Deloitte & Touche LLP as independent auditors for the year ending December 31, 2026, and approving on an advisory basis the compensation paid to named executive officers for the year ended December 31, 2025. The record date is April 1, 2026, with Jeffrey T. Hanson serving as Chairman, Interim CEO, and President.

  • ·Meeting location: Irvine Marriott, 18000 Von Karman Avenue, Irvine, California 92612.
  • ·Corporate address: 18191 Von Karman Avenue, Suite 300, Irvine, CA 92612.
  • ·Proxy submission options: https://www.proxyvote.com or 1-800-690-6903.
  • ·Disclosure includes Pay vs. Performance data via XBRL tags for PEO and non-PEO NEOs across 2021-2025, covering equity awards, fair value changes, and pension adjustments (specific values not detailed in provided content).
ILLUMINA, INC.DEF 14Apositivemateriality 8/10

09-04-2026

Illumina's 2026 Proxy Statement details the company's return to growth, improved profitability, strong NovaSeq X adoption with more than 70% of sequencing volume converted, and key advancements including the Somalogic acquisition, Bioinsight launch, and an 18-month X platform roadmap. The Board announces the retirement of three directors—Frances Arnold, Robert Epstein, and Gary Guthart—at the 2026 annual meeting, while nominating David P. King as a new independent director to refresh Board composition. Stockholders will vote on electing nine director nominees, ratifying Ernst & Young LLP as auditors for the fiscal year ending January 3, 2027, and approving named executive officer compensation on an advisory basis at the virtual annual meeting on May 21, 2026.

  • ·Record date for annual meeting: March 26, 2026
  • ·Annual meeting location: Virtual webcast at www.virtualshareholdermeeting.com/ILMN2026
  • ·Fiscal year for auditor ratification: ending January 3, 2027
  • ·All Board committees are 100% independent
  • ·Average independent director tenure to reduce to fewer than five years upon new additions
  • ·Proxy materials available at www.proxyvote.com
COMFORT SYSTEMS USA INCDEF 14Aneutralmateriality 6/10

09-04-2026

Comfort Systems USA, Inc. (FIX) filed its DEF 14A definitive proxy statement on April 9, 2026, for the 2026 Annual Meeting of Stockholders on May 18, 2026, at 11:00 a.m. CT at The Houstonian Hotel in Houston, TX. Shareholders are asked to elect ten nominated directors to serve until the 2027 annual meeting, ratify Deloitte & Touche LLP as independent auditors for 2026, and approve a non-binding advisory 'Say on Pay' vote on 2025 named executive officer compensation. The record date is March 19, 2026.

  • ·Meeting location: The Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024.
  • ·Company address: 9753 Katy Freeway, Suite 700, Houston, TX 77024.
  • ·Proxy materials and 2025 Annual Report available at http://proxy.comfortsystemsusa.com.
  • ·Includes XBRL-tagged compensation data disclosures for Principal Executive Officer (PEO) and Non-PEO Named Executive Officers for fiscal years 2021-2025, covering equity awards adjustments, fair values, vesting, and dividends.
SBA COMMUNICATIONS CORPDEF 14Aneutralmateriality 7/10

09-04-2026

SBA Communications Corporation's definitive proxy statement for the 2026 Annual Meeting of Shareholders on May 22, 2026, at 10:00 AM ET in Boca Raton, Florida, seeks shareholder approval for electing directors Steven E. Bernstein, Laurie Bowen, and Amy E. Wilson for three-year terms; an advisory vote on named executive officer compensation; and ratification of Ernst & Young LLP as independent auditors for fiscal 2026. The Board recommends voting FOR all proposals, with disclosures on corporate governance, executive compensation for PEOs Jeffrey A. Stoops and Brendan T. Cavanagh from 2021-2025, and company operations in wireless infrastructure across multiple countries. No financial performance metrics or period-over-period comparisons are detailed in the provided filing excerpt.

  • ·Record Date: March 26, 2026
  • ·Meeting Location: 8051 Congress Avenue, Boca Raton, Florida 33487
  • ·Voting eligibility: Shareholders of record at close of business on March 26, 2026
  • ·Principal operations: United States, Brazil, Chile, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Peru, South Africa, Tanzania
Ranpak Holdings Corp.DEF 14Aneutralmateriality 6/10

09-04-2026

Ranpak Holdings Corp. is soliciting proxies for its 2026 Annual Meeting of Stockholders on May 21, 2026, at 10:00 a.m. ET virtually, with a record date of March 27, 2026. Key proposals include the election of three Class I directors (Victoria Dolan, Michael Gliedman, and Alicia Tranen) for three-year terms, ratification of the independent registered public accounting firm, a non-binding advisory vote on named executive officer compensation, and approval of issuing Class A common stock upon exercise of a warrant held by Walmart Inc. The Board consists of nine directors across three classes, with seven independent directors.

  • ·Class I directors (Dolan, Gliedman, Tranen) standing for re-election; Class II terms expire 2027, Class III in 2028.
  • ·Proxy materials and 2025 Form 10-K available at proxyvote.com and ir.ranpak.com.
  • ·Investor Relations contact: ir@ranpak.com or 440-354-4445.
WATERS CORP /DE/DEF 14Aneutralmateriality 6/10

09-04-2026

Waters Corporation's DEF 14A proxy statement, dated April 9, 2026, solicits proxies for the annual meeting to elect directors, ratify the independent auditor, and approve executive compensation on an advisory basis. It highlights a diverse board with extensive healthcare, life sciences, and finance expertise, including new director Claire M. Fraser, Ph.D., appointed after the February 2026 acquisition of Becton Dickinson's Biosciences and Diagnostic Solutions business. No performance declines or flat metrics are discussed, focusing instead on director qualifications and governance.

  • ·Proxy materials first available on or about April 9, 2026
  • ·Fiscal year ended December 31, 2025 financials referenced in forward-looking statements
  • ·2024 Sustainability Report available at ir.waters.com/esg
MGP INGREDIENTS INCDEF 14Aneutralmateriality 7/10

09-04-2026

MGP Ingredients, Inc. (MGPI) filed its DEF 14A Proxy Statement for the 2026 Annual Meeting of Stockholders, to be conducted virtually at www.virtualshareholdermeeting.com/MGPI2026 at 10:00 a.m. Central Time, with a record date of March 16, 2026. Key proposals include the election of Group A directors by common stockholders and Group B by preferred stockholders, ratification of KPMG LLP as independent auditors for the year ending December 31, 2026, advisory approval of named executive officer compensation, and approval of the Amended and Restated 2024 Equity Incentive Plan. As of the record date, 21,369,125 shares of common stock and 437 shares of preferred stock were outstanding.

  • ·Annual Meeting requires majority quorum of each stock class; Proposal 1 uses majority voting for uncontested Group A directors (plurality if contested), Proposal 2 and 3 require majority of shares present, Proposal 4 requires majority present.
  • ·Proxy materials available at www.proxyvote.com and www.mgpingredients.com; replay available on ir.mgpingredients.com for 30 days post-meeting.
BIODESIX INCDEF 14Aneutralmateriality 6/10

09-04-2026

Biodesix, Inc. (BDSX) has issued its DEF 14A proxy statement for the 2026 Annual Meeting of Stockholders, to be held virtually on May 19, 2026, at 1:00 p.m. Mountain Time, soliciting votes on electing two Class III directors (to serve until 2029), a non-binding advisory approval of named executive officer compensation, a non-binding advisory vote on say-on-pay frequency (board recommends every one year), and ratification of KPMG LLP as independent auditors for the year ending December 31, 2026. As of the record date of March 23, 2026, there were 10,107,219 shares of common stock issued and outstanding. The board recommends voting 'For' all proposals, with proxy materials provided via 'notice and access' model starting April 9, 2026.

  • ·Virtual meeting access: www.proxydocs.com/BDSX (registration required with control number)
  • ·Voting deadline for internet/telephone/mail: 11:59 p.m. ET on May 18, 2026
  • ·Proxy materials and 2025 Form 10-K available at https://investors.biodesix.com/investor-relations and www.proxydocs.com/BDSX
Verastem, Inc.DEF 14Aneutralmateriality 6/10

09-04-2026

Verastem, Inc. (Nasdaq: VSTM) filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders on May 21, 2026, seeking approval to elect Michael Bailey, Brian Stuglik, and Karin Tollefson as Class II directors for three-year terms, approve the Amended and Restated 2021 Equity Incentive Plan and 2018 Employee Stock Purchase Plan, ratify Ernst & Young LLP as auditors for FY 2026, and conduct an advisory vote on named executive officer compensation. The record date is March 24, 2026, with 87,842,899 shares of common stock outstanding entitled to vote. No financial performance metrics or period-over-period comparisons are detailed in the filing.

  • ·Annual Meeting location: 117 Kendrick Street, Suite 500, Needham, MA 02494 at 9:00 a.m. Eastern Time.
  • ·Proxy materials made available on or about April 9, 2026.
  • ·References compensation disclosures for PEOs Daniel Paterson (2023-2025) and Brian Stuglik (2023), and non-PEO NEOs, via XBRL tags (no numeric values provided).
PACIFIC GAS & ELECTRIC CoDEF 14Apositivemateriality 8/10

09-04-2026

PG&E Corporation and Pacific Gas and Electric Company filed their joint 2026 proxy statement ahead of annual shareholder meetings on May 21, 2026, proposing election of directors, an advisory vote to approve executive compensation, and ratification of Deloitte & Touche LLP as independent auditors. The statement highlights strong 2025 operational performance, including over 40% reduction in CPUC-reportable ignitions, 19% improvement in electric reliability, 2.5% cut in non-fuel O&M costs, and residential rates 13% lower than January 2024. They outlined a $73B investment plan through 2030, doubled the annual dividend to $0.20 per share, and guided for 9%+ EPS growth without additional equity financing.

  • ·Annual meetings scheduled for Thursday, May 21, 2026 at 10:00 a.m. Pacific Time.
  • ·Every GW of new data center load estimated to lower average electric bills by 1% or more.
  • ·Dividend payout target of 20% by 2028.
NPK International Inc.DEF 14Apositivemateriality 7/10

09-04-2026

NPK International Inc. (NPKI) filed its DEF 14A proxy statement dated April 9, 2026, for the Annual Stockholders' Meeting on May 20, 2026, at its headquarters in The Woodlands, TX, seeking election of seven director nominees (six independent), advisory approval of named executive officer compensation, and ratification of the independent auditor appointment. The Board emphasizes strong governance, including 95% stockholder approval of 2025 executive compensation, at least 86% support for each director nominee in prior elections, average Board tenure of six years, and average age under 65 with a mandatory retirement age of 75. No governance shortcomings or declines in support metrics are noted.

  • ·Annual Meeting: 9:00 a.m. CDT, May 20, 2026, at 9320 Lakeside Boulevard Suite 100, The Woodlands, TX 77381.
  • ·Record date: March 23, 2026.
  • ·Proxy materials available via notice and access model starting April 10, 2026, at www.proxyvote.com.
Kinsale Capital Group, Inc.DEF 14Aneutralmateriality 7/10

09-04-2026

Kinsale Capital Group's DEF 14A proxy statement nominates nine current directors for election at the 2026 Annual Meeting, with the Board reducing its size from 10 to 9 members effective May 21, 2026, following Mr. Russell's notification on February 4, 2026, that he will not stand for re-election. Nominees, approved unanimously by the Board on February 18, 2026, include Chairman, President and CEO Michael P. Kehoe and are all independent except Kehoe and Haney; they hold substantial at-risk investments valued at the March 27, 2026, closing stock price, led by Kehoe at $299,916,119. The CNCG Committee reviewed and recommended all nominees.

  • ·Nominees' ages: Kehoe 59, Bensinger 71, Chia 44, Fortin 61, Haney 56, Hatcher 69, Kronenberg 66, Lippincott 79, Share 52.
  • ·Director tenures: Kehoe since 2009, Bensinger 2015, Chia 2021, Fortin 2024, Haney 2025, Hatcher 2021, Kronenberg 2017, Lippincott 2010, Share 2017.
  • ·At-risk investments based on common stock closing price on March 27, 2026.
  • ·CNCG Committee reviewed qualifications of nominees.
Freshworks Inc.DEF 14Aneutralmateriality 7/10

09-04-2026

Freshworks Inc. (FRSH) filed its DEF 14A Proxy Statement for the 2026 Annual Meeting of Stockholders, to be held virtually on May 28, 2026 at 9:00 a.m. PT, with record date April 1, 2026. Stockholders will vote on electing four Class II directors (Roxanne S. Austin, Sameer Gandhi, Frank Pelzer, Dennis Woodside) to serve until the 2029 Annual Meeting, advisory approval of named executive officer compensation, preferred frequency of future say-on-pay votes (Board recommends every one year), and ratification of Deloitte & Touche LLP as independent auditor for FY 2026. As of the record date, 243,907,223 shares of Class A common stock (1 vote each) and 35,047,987 shares of Class B common stock (10 votes each) were outstanding.

  • ·Annual Meeting accessible via www.virtualshareholdermeeting.com/FRSH2026 with 16-digit control number required for voting.
  • ·Stockholder list available for inspection from May 18, 2026 to day prior to meeting at corporate headquarters upon request to AM2026@freshworks.com.
  • ·Quorum requires majority of voting power of outstanding Common Stock.
Six Flags Entertainment Corporation/NEWDEF 14Amixedmateriality 9/10

09-04-2026

Six Flags Entertainment Corporation's 2026 Proxy Statement highlights major leadership transitions post-merger with Cedar Fair, including John Reilly's appointment as President and CEO effective December 8, 2025, succeeding Richard Zimmerman (terminated without cause), Richard Haddrill as Executive Chairman, and several director changes such as terminations (Selim Bassoul), resignations (Daniel Hanrahan, Louis Carr, Jennifer Mason), and appointments (Jonathan Brudnick). The Board recommends FOR votes on electing three Class II Directors, confirming Deloitte & Touche LLP as 2026 auditors, and advisory approval of 2025 executive compensation. The company agreed to sell seven parks for $331 million on March 5, 2026, to sharpen focus and reduce debt, though multiple executive and board exits signal ongoing instability.

  • ·Annual Meeting proposals: (1) Elect three Class II Directors for term expiring 2029, (2) Confirm Deloitte & Touche LLP as independent auditors for 2026, (3) Advisory vote on 2025 executive compensation.
  • ·Merger with Cedar Fair completed July 1, 2024.
  • ·Selim Bassoul entered Consultant Agreement through December 31, 2026.
  • ·Cooperation agreement with Sachem Head Capital Management LP.
MASTEC INCDEF 14Apositivemateriality 8/10

09-04-2026

MasTec's proxy statement highlights a compensation philosophy focused on attracting and retaining talent through base salary, performance-based incentives, and equity with best practices including three-year vesting, bonus caps, stock ownership guidelines, and an 82.7% Say-on-Pay approval in 2025. The company emphasizes sustainability, with Board oversight via the Nominating, Sustainability and Corporate Governance Committee, strong safety programs under a 'Zero Harm' culture, and environmental stewardship efforts. Clean Energy and Infrastructure segment revenue grew from $300M in 2017 to $4.7B in 2025, while renewable technologies rose from $170M (3% of revenue) to $2.7B (19% of revenue).

  • ·Compensation best practices include three-year vesting for equity awards, caps on annual bonuses, stock ownership guidelines, anti-hedging/anti-pledging policies (with exceptions for Chairman, CEO, EVP/CFO, EVP/General Counsel), and enhanced clawback policy.
  • ·Practices avoided: no stock option repricing without approval, no excise tax gross-ups in post-2016 agreements, double-trigger change-in-control provisions in new agreements.
  • ·Safety programs feature predictive analytics, Power BI dashboards, near-miss reporting, SIF prevention, telematics for driver monitoring, and memberships in organizations like EEI, NSC, ASSE.
KILROY REALTY CORPDEF 14Apositivemateriality 8/10

09-04-2026

Kilroy Realty Corporation's DEF 14A proxy statement for the May 19, 2026 annual meeting highlights 2025 achievements including record leasing of approximately 2,051,000 square feet (highest since 2019), $466.0M in dispositions across six buildings totaling 1,068,000 SF, and strategic acquisitions totaling $397.3M (Maple Plaza for $205.3M and Nautilus for $192.0M), while ending the year with $1.3B in liquidity. Stockholders will vote on electing eight directors, approving the amendment and restatement of the 2006 Incentive Award Plan, advisory approval of NEO compensation (with long-term incentives comprising the largest component and 87.4% of Ms. Aman's target TDC at risk), and ratifying Deloitte & Touche LLP as independent auditor for 2026. FFO per share reached $4.20, supported by disciplined capital recycling and a $400.0M notes offering offset by a matching redemption.

  • ·Annual meeting date and time: Tuesday, May 19, 2026 at 8:00 a.m. Pacific time
  • ·Annual meeting location: 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064
  • ·Record date for voting: close of business on March 6, 2026
  • ·FFO per share: $4.20 (non-GAAP, see Appendix A for reconciliation)
ONE Group Hospitality, Inc.DEF 14Aneutralmateriality 4/10

09-04-2026

The ONE Group Hospitality, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders on May 19, 2026, at STK Denver, seeking votes on four proposals: election of director nominees, ratification of Deloitte & Touche LLP as independent auditors for the fiscal year ending December 27, 2026, advisory approval of named executive officer compensation, and approval of an amendment to the 2019 Equity Plan to increase issuable shares. The record date is March 23, 2026, with 31,383,469 shares of common stock outstanding entitled to vote. The Board recommends voting 'FOR' all proposals; no other matters are anticipated.

  • ·Proxy materials distributed on or about April 9, 2026; internet voting available until 11:59 p.m. ET on May 18, 2026.
  • ·Quorum requires majority of voting power of outstanding shares; Proposal 1 (directors) decided by plurality, others by majority of votes cast.
  • ·Corporate address: 1624 Market St., Suite 311, Denver, CO 80202; Annual Meeting venue: 1550 Market St., Denver, CO 80202.

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US Executive Compensation Proxy SEC Filings — April 09, 2026 | Gunpowder Blog