Executive Summary
Across 12 DEF 14A proxy filings dated around May 5, 2026, overarching themes include routine annual meetings for director elections (9/12), auditor ratifications (10/12), say-on-pay advisory votes (5/12), and equity incentive plan approvals, alongside special actions like share increases (Orgenesis, FibroBiologics), SPAC deadline extensions (Range Capital), reverse stock splits (Beyond Air), and reincorporations (Sonoma). Key period-over-period trends: CrowdStrike's FY2026 revenue +22% YoY to $4.81B, ARR +24% YoY to $5.25B, FCF margin 26%; FONAR exec comp down 21% YoY for CEO to $295k while flat for another; Range Capital trust +5.6% to $121.9M from post-IPO $115.6M. Critical developments: delisting risks (Beyond Air), dilution proposals (4/12 filings), and strong governance signals (Workday). Market implications: heightened dilution risks in biotechs/SPACs signal bearish near-term pressure, while SaaS leaders like CrowdStrike show portfolio-level growth outperformance; neutral sentiment dominates (8/12), but vote outcomes could drive volatility ahead of summer meetings.
Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from April 28, 2026.
Investment Signals(11)
- CrowdStrike↓(BULLISH)▲
FY2026 revenue +22% YoY to $4.81B, ARR +24% YoY to $5.25B, net cash ops 34% of revenue, 97% gross retention, module adoption 50% at 6+
- Workday↓(BULLISH)▲
Positive sentiment with 10/11 independent directors (avg tenure 7.75 yrs, 55% diverse), equity plan expansions, board recommends FOR say-on-pay
- Range Capital↓(BULLISH)▲
Trust account +5.6% to $121.9M as of May 1 vs $115.6M post-IPO, sponsor/insiders (23.1% founder shares) commit to vote FOR 6-month extension
- FONAR↓(BULLISH)▲
CEO Timothy Damadian comp -21% YoY to $295k from $373k, flat for Luciano Bonanni at $498k, no stock options/SARs granted FY2025 signaling cost discipline
- ServiceTitan↓(BULLISH)▲
Routine proxy with board FOR on directors/auditors/say-on-pay frequency, Class B super-voting shares intact, no controversies
- Hyperion DeFi↓(NEUTRAL)▲
Advisory say-on-pay and charter amendment for written consent, neutral sentiment but board control via quorum rules
- FibroBiologics↓(BULLISH)▲
CEO-held Series C prefs proxy 24% votes to board FOR equity plan/issuances up to 2.4M shares, no YoY financial declines noted
- Sonoma Pharma↓(BULLISH)▲
Reincorporation to Nevada (1:1 shares) with board continuity, neutral no dilution, FY end Mar 31 stable
- Orgenesis↓(BULLISH)▲
Board recommends FOR 10x authorized share increase to 150M and convertible loan issuance, neutral but enables growth capital
- Beyond Air↓(BEARISH)▲
Post 1:20 reverse split Jul 2025, new 1:2 to 1:20 proposal but repeated delisting pressure bearish
- FONAR Ownership(BULLISH)▲
Timothy Damadian controls 99.98% Class C (super-voting?), 1.29% common, signals high insider conviction
Risk Flags(9)
- Beyond Air/Delisting↓[HIGH RISK]▼
Nasdaq notice Apr 7 after 30 days sub-$1 bid (Feb 23-Apr 6), hearing May 14, prior 1:20 split Jul 2025 failed to sustain, OTC risk/total loss potential
- Range Capital/SPAC Liquidation↓[HIGH RISK]▼
Extension needs 2/3 vote or liquidate Jun 23, high redemptions could deplete $121.9M trust below viable M&A levels
- Orgenesis/Dilution↓[HIGH RISK]▼
Proposal to hike authorized shares 10x to 150M from 14.6M, convertible loan Sep 2025 may trigger issuances, broker discretion only
- FibroBiologics/Dilution↓[MEDIUM RISK]▼
Share issuances up to 2.27M warrants +159k advisor shares on 5.2M base, CEO prefs control 24% votes
- FONAR/Exec Comp Decline↓[MEDIUM RISK]▼
CEO pay -21% YoY to $295k, no comp/nominating committees (board handles), potential governance gap
- Hyperion DeFi/Governance↓[MEDIUM RISK]▼
Mixed voting thresholds (plurality directors vs majority say-on-pay/charter), 33% quorum low
- Sonoma Pharma/Reincorporation↓[LOW RISK]▼
Nevada shift may alter shareholder rights vs Delaware, adjournment possible
- G III Apparel/Routine↓[MEDIUM RISK]▼
Medium risk proxy, no enriched comp trends but standard governance watch
- UPEXI/Routine↓[MEDIUM RISK]▼
Medium risk, limited data but potential undisclosed comp issues
Opportunities(9)
- CrowdStrike/Performance Catalyst↓(OPPORTUNITY)◆
+22% YoY revenue/$4.81B, +24% ARR/$5.25B ahead of Jun 17 annual meeting vote on liability limits/supermajority
- Workday/Equity Expansion↓(OPPORTUNITY)◆
Amendments to boost 2022 EIP/ESPP shares, strong board (55% diverse), trading vs peers post-Jun 16 meeting
- Range Capital/SPAC Extension↓(OPPORTUNITY)◆
Sponsor buy support + trust growth, potential M&A post-Dec 23 extension if approved
- ServiceTitan/Say-on-Pay↓(OPPORTUNITY)◆
Annual frequency advisory win likely Jun 17, signals aligned exec incentives for growth
- FONAR/Cost Control↓(OPPORTUNITY)◆
Exec pay cuts amid stable ownership, no options dilution FY2025, undervalued MRI play
- FibroBiologics/Equity Plan↓(OPPORTUNITY)◆
2026 plan approval enables talent retention, CEO-aligned voting bloc
- Orgenesis/Capital Raise↓(OPPORTUNITY)◆
Share increase/loan approval May 27 unlocks Theracell/Alpha funding for biotech growth
- Hyperion DeFi/Written Consent↓(OPPORTUNITY)◆
Charter amend speeds action, neutral but alpha if passes Jun 30
- Sonoma Pharma/Nevada Shift↓(OPPORTUNITY)◆
Reincorporation Jun 24 may improve flexibility, 1:1 no dilution
Sector Themes(6)
- Dilution Pressures in Biotechs(THEME)◆
4/12 (Orgenesis 10x shares, Fibro 2.4M issuance, Beyond Air 2nd reverse split) seek approvals amid capital needs, avg materiality 8/10, bearish for shareholders
- SPAC Survival Mode(THEME)◆
Range Capital trust +5.6% but extension critical vs Jun 23 liquidation, sponsor 23% stake bullish counter
- SaaS Governance Strength(THEME)◆
CrowdStrike (+22% rev), Workday (10/11 indep), ServiceTitan routine FOR votes, positive sentiment 3/3, outpace neutrals
- Exec Comp Discipline(THEME)◆
FONAR CEO -21% YoY pay, flat other, no options; contrasts growth firms, signals healthcare cost focus
- Neutral Routine Proxies Dominate(THEME)◆
8/12 neutral sentiment, director/auditor votes standard, low volatility but watch say-on-pay (5/12) for incentive alignment
- Voting Control Patterns(THEME)◆
Super-voting prefs (Fibro 24%, Workday/ServiceTitan Class B 10x), founder shares (Range 23%), insiders tilt outcomes
Watch List(8)
Delisting decision post-May 14 hearing, monitor bid price compliance [May 14, 2026]
Vote on 10x shares/convertible loan, registration deadline May 26 [May 27, 2026]
2/3 vote needed pre-Jun 23 liquidation, redemptions/sponsor buys [By Jun 23, 2026]
Liability amendment/supermajority vote post-strong FY2026 metrics [Jun 17, 2026]
Equity plan increases vs shareholder proposals, diverse board test [Jun 16, 2026]
Equity plan/share issuances with CEO 24% proxy control [Jun 22, 2026]
Say-on-pay/charter amend, 10-K review [Jun 30, 2026]
Nevada reincorporation approval [Jun 24, 2026]
Filing Analyses(12)
05-05-2026
Orgenesis Inc. (ORGS) has filed a DEF 14A proxy statement for a virtual Special Meeting of stockholders on May 27, 2026, soliciting votes on three proposals: (1) amending the Articles of Incorporation to increase authorized common shares from 14,583,333 to 150,000,000; (2) approving a Convertible Loan Agreement dated September 10, 2025, with Theracell Laboratories IKE and Alpha Prosperity Fund SPC that may result in share issuance; and (3) ratifying Kesselman & Kesselman C.P.A.s as independent auditors for FY 2025. Record date is April 22, 2026, with 9,799,538 common shares outstanding entitled to vote. The Board recommends voting 'FOR' all proposals; no financial performance metrics are discussed.
- ·Special Meeting at 10:00 a.m. EST on May 27, 2026, via live audio webcast; registration required by 11:59 p.m. ET on May 26, 2026 at https://onlineproxyvote.com/ORGS/2026.
- ·Proposal 1 (Charter Amendment) requires majority of votes cast; brokers have discretionary authority.
- ·Proposal 2 (Share Issuance) requires majority of votes cast; no broker discretionary authority (broker non-votes possible).
- ·Proposal 3 (Auditor Ratification) requires majority of shares present or represented by proxy; brokers have discretionary authority.
- ·Proxy materials distributed on or about April 30, 2026.
05-05-2026
Range Capital Acquisition Corp., a blank check company post-IPO on December 23, 2024, is seeking shareholder approval via proxy statement to extend its business combination deadline from June 23, 2026 to December 23, 2026 (24 months from IPO), to allow more time to identify and complete a deal. The Trust Account holds approximately $121,936,241.23 as of May 1, 2026, up from $115,575,000 post-IPO, but approval risks significant redemptions that could deplete funds substantially, potentially leaving insufficient capital for a business combination without additional financing. Sponsor and insiders, holding 3,708,333 Founder Shares (23.1%), intend to vote in favor.
- ·Extraordinary General Meeting to vote on proposals; Extension requires 2/3 majority special resolution, Adjournment requires majority ordinary resolution.
- ·If extension not approved, liquidation by June 23, 2026 with Public Shares redeemed at pro rata Trust value (less taxes and up to $100,000 expenses).
- ·Sponsor, directors, officers, and advisors intend to vote all Founder Shares in favor; may purchase additional Public Shares to support approval.
- ·No redemption rights for rights, which expire worthless in liquidation; Founder Shares receive no Trust distributions.
05-05-2026
Hyperion DeFi, Inc. (HYPD) has issued a proxy statement for its virtual-only 2026 Annual Meeting of Stockholders on June 30, 2026 at 12:00 PM ET, with a record date of May 4, 2026, when 12,219,295 shares of common stock were outstanding. Stockholders will vote on five proposals: electing five directors for one-year terms, ratifying CBIZ CPAs P.C. as independent auditors for FY2026, advisory approval of named executive officer compensation, amending and restating the charter to permit stockholder action by written consent, and approving adjournment if needed for Proposal 4. A quorum of 33% of outstanding shares is required, with proxy materials available online starting May 11, 2026.
- ·Meeting hosted virtually at https://web.viewproxy.com/hypd/2026; registration required by June 29, 2026 at 11:59 PM ET.
- ·Proposal 1 (director election): plurality vote; Proposals 2 and 5 (auditor ratification and adjournment): majority of shares present; Proposals 3 and 4 (say-on-pay and charter amendment): majority of shares present or outstanding shares respectively.
- ·Annual Report on Form 10-K for FY ended December 31, 2025 available at www.sec.gov, company IR site, or by request.
- ·Principal executive offices: 3090 Nowitzki Way, Suite 300, Dallas, TX 75219.
05-05-2026
FibroBiologics, Inc. has issued a proxy statement for its 2026 Annual Meeting of Stockholders on June 22, 2026, virtually at www.virtualshareholdermeeting.com/FBLG2026, seeking approval for electing one Class III director, ratifying WithumSmith+Brown, PC as independent auditor for the year ending December 31, 2026, approving issuance of up to 2,272,728 shares from March 2026 SPA warrants and 159,091 shares from the H.C. Wainwright Engagement Letter, and approving the 2026 Equity and Incentive Compensation Plan. The record date is April 24, 2026, with 5,208,915 common shares outstanding and 125 Series C Preferred shares (held by CEO Pete O’Heeron) providing 1,625,000 votes (~24% of total) via irrevocable proxy to the Board. No financial performance metrics or period-over-period comparisons are disclosed in the filing.
- ·Annual Meeting record date: April 24, 2026.
- ·Meeting time: 11:00 a.m. Central Time, virtual only.
- ·Board recommends FOR all proposals; Series C proxy votes FOR proposals.
- ·Proxy materials mailed on or about May 5, 2026.
05-05-2026
FONAR CORP's DEF 14A proxy statement discloses beneficial ownership as of April 20, 2026, with 6,173,008 shares of Common Stock, 146 shares of Class B Common Stock, and 382,513 shares of Class C Common Stock outstanding; Timothy Damadian beneficially owns 1.29% of Common Stock and 99.98% of Class C, indicating significant control. Executive compensation for FY2025 shows Timothy R. Damadian receiving $295,000 (down 21% from $372,885 in FY2024), while Luciano Bonanni's total remained flat at $498,241; directors received $20,000 cash fees plus additional compensation. The filing seeks approval for director elections, advisory vote on executive compensation, and ratification of CohnReznick LLP as auditors for FY2026.
- ·No separate standing nominating or compensation committees; Board handles as a whole.
- ·No stock options or SARs granted or exercised in FY2025.
- ·Audit committee members: Ronald G. Lehman, Richard E. Turk, Jessica Maher (all independent).
- ·Company maintains no pension or deferred compensation plans except 401(k).
05-05-2026
05-05-2026
05-05-2026
ServiceTitan, Inc.'s DEF 14A proxy statement for the 2026 Annual Meeting of Stockholders on June 17, 2026 (virtual) proposes the election of three Class II directors (Michael Brown, Byron Deeter, Vahe Kuzoyan), ratification of PricewaterhouseCoopers LLP as independent auditors for FY ending January 31, 2027, and an advisory vote recommending annual frequency for future say-on-pay votes. The record date is April 22, 2026, with 82,736,786 Class A shares (1 vote each) and 12,651,154 Class B shares (10 votes each) outstanding. Board recommendations are FOR all proposals, with no reported controversies or declines noted.
- ·Annual Meeting date and time: Wednesday, June 17, 2026 at 12:00 PM PT (virtual at www.virtualshareholdermeeting.com/TTAN2026)
- ·Proxy materials first distributed on or about May 5, 2026
- ·Fiscal year ends January 31; auditors appointed for year ending January 31, 2027
- ·Board of Directors: 9 members, 8 independent (all except CEO Ara Mahdessian)
05-05-2026
Beyond Air, Inc. is holding a special meeting to seek stockholder approval for a fourth amendment to its certificate of incorporation, authorizing a reverse stock split of common stock at a board-determined ratio between 1-for-2 and 1-for-20, within one year, primarily to address Nasdaq delisting risk due to failing the $1.00 minimum bid price rule for 30 consecutive business days from February 23 to April 6, 2026. This follows a prior 1-for-20 reverse split on July 14, 2025, and a recent Nasdaq notice on April 7, 2026, with a hearing scheduled for May 14, 2026; delisting could lead to OTC trading, reduced liquidity, capital raising challenges, and potential total loss for stockholders in restructuring. The board unanimously recommends approval, with 12,692,684 shares outstanding as of the April 20, 2026 record date.
- ·Nasdaq delisting notice received April 7, 2026, after 30 consecutive business days of sub-$1.00 bid price from February 23 to April 6, 2026.
- ·Prior 1-for-20 reverse stock split effected July 14, 2025.
- ·Nasdaq hearing requested April 13, 2026, scheduled for May 14, 2026.
- ·Proxy voting deadline: 11:59 P.M. Eastern time on June 17, 2026.
- ·Special Meeting location: 900 Stewart Avenue, Suite 301, Garden City, New York 11530.
05-05-2026
Workday, Inc.'s DEF 14A Proxy Statement for the 2026 Annual Meeting on June 16, 2026, recommends voting FOR the election of four Class II directors (Wayne A.I. Frederick, M.D., Mark J. Hawkins, Rhonda J. Morris, and George J. Still, Jr.), ratification of Ernst & Young LLP as auditors, advisory approval of named executive officer compensation, and amendments to increase shares under the 2022 Equity Incentive Plan and 2012 Employee Stock Purchase Plan. The Board recommends AGAINST two stockholder proposals seeking disclosure of employee retention rates by demographic category and voting results by share class. Governance highlights include a Board of 11 members (10 independent, average tenure ~7.75 years, 55% women or minorities) with strong oversight on strategy, risks, and human capital.
- ·Record Date: April 17, 2026
- ·Voting deadline: 11:59 p.m. EDT on June 15, 2026
- ·Class A common stock: 1 vote per share; Class B common stock: 10 votes per share
- ·Board added three new directors in the last two fiscal years
- ·Fiscal year ends January 31
05-05-2026
Sonoma Pharmaceuticals, Inc. filed a DEF 14A proxy statement dated May 5, 2026, for a Special Meeting of Shareholders on June 24, 2026, at 2:00 p.m. MDT in Boulder, CO, to vote on Proposal 1: authorizing reincorporation from Delaware to Nevada, and Proposal 2: potential adjournment for additional proxies if needed. The Plan of Conversion specifies a 1:1 share conversion, continuity of directors and officers, and new Nevada governing documents, with no other business anticipated.
- ·Fiscal year end: March 31
- ·2025 Annual Report on Form 10-K filed with SEC on June 17, 2025
- ·Stockholder proposals for 2027 proxy due no later than 120 days before 2026 proxy publication anniversary
05-05-2026
CrowdStrike Holdings, Inc. is holding its 2026 Annual Meeting of Stockholders virtually on June 17, 2026, to elect Class I directors Johanna Flower and Denis J. O’Leary, ratify PricewaterhouseCoopers LLP as auditors for FY2027, approve an amendment limiting officer liability, and advisory ratify supermajority voting provisions. Fiscal 2026 results showed strong growth with total revenue of $4.81 billion (+22% YoY), ending ARR of $5.25 billion (+24% YoY), net cash from operations of $1.61 billion (34% of revenue), and free cash flow of $1.24 billion (26% margin), alongside 97% gross retention and robust module adoption (50% of customers with 6+ modules). No declines or flat metrics were reported.
- ·Annual Meeting record date: April 24, 2026
- ·Fiscal year end: January 31
- ·Cloud security, next-gen identity protection, and LogScale next-gen SIEM ending ARR surpassing $1.9 billion as of January 31, 2026
- ·Board recommends 'FOR' all four proposals
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