US Executive Compensation Proxy SEC Filings — September 24, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

13 high priority 13 total filings analysed

Executive Summary

The 13 pre-analyzed proxy filings for the 2026 annual meeting season reveal a bifurcated landscape: while most companies are conducting routine governance (director elections, auditor ratification, say-on-pay), a significant minority are in crisis or transformation mode, using shareholder meetings to approve fundamental structural changes.

The most material developments cluster around three themes: (1) survival-driven reverse stock splits at ESS Tech (1-for-8 to 1-for-30) and KALA BIO (1-for-2 to 1-for-300), signaling acute capital structure distress; (2) M&A liquidity events at Senti Biosciences (fairness-opinioned merger with CVR distribution) and Nathan's Famous (merger with board and insider voting agreements), offering near-term cash exits; and (3) a high-stakes SPAC de-SPAC at Archimedes Tech SPAC Partners II (merging with Forge Nano, $238M in gross proceeds). Period-over-period comparisons from the enriched data show Coty Inc. as the standout turnaround story, reducing net debt by ~$840M YoY while completing its Wella monetization, though still under sales and margin pressure. Insider activity is concentrated in the M&A filings, where directors and officers have locked in voting agreements, signaling conviction in the deal outcomes. Capital allocation is minimal across the set—no dividends or buybacks are highlighted—reflecting a focus on survival and restructuring over shareholder returns. The portfolio-level pattern is clear: routine governance dominates the large-cap filers (ADP, Lam Research, Eaton Vance), while the small- and micro-cap filers (ESS Tech, KALA BIO, Senti, Archimedes, Nathan's) are driving the actionable intelligence for event-driven investors.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: DEF 14A · DEFM14A

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from September 23, 2026.

Investment Signals (10)

  • Coty Inc. ↓ (BULLISH)
    ▲

    Net debt reduced by ~$840M YoY (from monetizing Wella stake and Kering Gucci Beauty license transition), generating $400M in cash proceeds, while undergoing a board refresh with 5 new independent directors—signaling a deleveraging turnaround despite still-soft sales and margins

  • De-SPAC merger with Forge Nano (ALD coatings) backed by $238.4M in gross proceeds ($231.15M in trust), with the board unanimously recommending all 8 proposals—providing a rare fully-funded SPAC exit with a tangible industrial tech asset

  • Nathan's Famous, Inc. (BULLISH)
    ▲

    Merger agreement with directors and executive officers agreeing to vote their shares in favor via Voting Agreement—insider conviction at the top, with the special meeting on Oct 23, 2026, targeting a Q2 2026 close

  • Fairness opinion from Lincoln (June 16, 2026) concluding merger consideration is financially fair, plus CVR distribution tied to clinical/regulatory milestones—offering a structured downside-protected exit for public stockholders

  • ADP (BULLISH)
    ▲

    Two new board nominees (David W. Kenny and Nancy McKinstry) and the retirement of Carlos A. Rodriguez signal board refreshment at a stable large-cap, with CEO Maria Black's compensation disclosed—routine but positive governance signal

  • Reverse stock split (1-for-8 to 1-for-30) with proportional authorized share reduction from 1B—extreme dilution signal but necessary for NYSE compliance and potential capital raise; high materiality (8/10) warrants monitoring [NEUTRAL/BEARISH]

  • ▲

    Reverse stock split ratio up to 1-for-300—among the most aggressive in the filing set, reflecting severe capital structure distress; smaller reporting company status adds opacity risk

  • Coty Inc. ↓ (NEUTRAL)
    ▲

    Board refresh with 5 new independent directors in a single year—unusually high turnover that could signal either governance improvement or instability; mixed sentiment in filing

  • Routine say-on-pay and auditor ratification with no insider trading activity or period-over-period comparisons—low signal value but stable governance

  • Stockholder proposal (Proposal 4) with board recommending AGAINST—potential governance friction worth monitoring for activist investor presence [NEUTRAL/BEARISH]

Risk Flags (9)

  • Authorized share reduction from 1,000,000,000 with reverse split up to 1-for-30—existing shareholders face massive dilution if the board implements the maximum ratio, and the board reserves the right not to implement even if approved, creating execution uncertainty

  • Reverse split ratio up to 1-for-300—among the most aggressive in the market, signaling a company fighting to maintain NYSE listing or attract investment; smaller reporting company status limits disclosure

  • Fiscal 2026 was explicitly described as challenging with pressure on sales, gross margin, and profitability—despite debt reduction, the core business is underperforming

  • Proxy includes forecasts but cautions actual results may differ materially—CVR value is contingent on clinical, regulatory, and commercial milestones that are inherently binary and high-risk

  • 8 proposals to approve, including domestication merger and PIPE financing—any single proposal failing could unravel the entire transaction; shareholder pre-registration deadline Oct 15, 2026 adds administrative friction

  • Nathan's Famous, Inc./Merger Close Timing Risk [LOW-MEDIUM RISK]
    ▼

    Merger expected to close in 'second half of 2026' but special meeting is Oct 23—tight timeline with regulatory and stockholder approval dependencies

  • Trustees and executive officers collectively own less than 1% of shares—minimal insider alignment with shareholder interests, though typical for a closed-end fund

  • No insider trading activity or significant holdings disclosed in a small-cap entertainment company—potential governance concern

  • Enrique Vila del Corral resigned as Director and Chairman effective Dec 31, 2025—unexpected departure at a fixed-income fund could signal strategic disagreement or personal reasons

Opportunities (8)

  • Nathan's Famous, Inc./Merger Arbitrage (OPPORTUNITY)
    ◆

    Special meeting Oct 23, 2026, with insider voting agreements locking in support—potential for a quick close and cash-out at a premium; monitor for deal spread

  • Fairness opinion from Lincoln supports the merger, and CVRs tied to clinical/regulatory milestones offer asymmetric upside—if milestones are achieved, CVR value could far exceed current implied valuation

  • De-SPAC with a real industrial tech company (ALD coatings) backed by $238M in proceeds—investors can gain exposure to a niche nanotechnology play at SPAC pricing, with PIPE financing providing additional capital

  • Net debt down ~$840M YoY with $400M in cash from Wella/Kering deals—if sales and margins stabilize, the deleveraged balance sheet could drive a re-rating and multiple expansion

  • If the reverse split passes and the board implements a moderate ratio (e.g., 1-for-8), the company could regain NYSE compliance and attract new institutional investors—high risk but high reward

  • With a reverse split up to 1-for-300, the stock could become a penny-stock candidate—speculative traders may find volatility opportunities around the Nov 3 meeting

  • ADP/Board Refreshment Catalyst (OPPORTUNITY)
    ◆

    Two new nominees (Kenny, McKinstry) bring fresh perspectives—if they push for operational efficiencies or capital returns, ADP could see margin expansion

  • Stockholder proposal (Proposal 4) with board opposition suggests an activist investor is present—monitor for follow-on proposals or proxy fights that could unlock value

Sector Themes (6)

  • Micro-Cap Distress Signals Dominate
    ◆

    2 of 13 filings (ESS Tech, KALA BIO) involve reverse stock splits with ratios up to 1-for-300—indicating a cluster of micro-cap companies fighting for survival via capital structure restructuring, likely driven by post-2021 SPAC/IPO hangovers

  • M&A as a Liquidity Event for Small-Caps
    ◆

    3 filings (Senti Biosciences, Archimedes Tech SPAC, Nathan's Famous) are M&A-related, offering near-term cash exits—suggesting a wave of small-cap consolidation as companies run out of runway

  • Routine Governance Masks Underlying Stress
    ◆

    9 of 13 filings are routine director elections and say-on-pay votes, but the 4 non-routine filings (ESS, KALA, Senti, Archimedes) carry 8/10 or 10/10 materiality—the 'boring' filings are the norm, but the exceptions are extreme

  • Insider Conviction Clusters in M&A
    ◆

    Insider voting agreements are present in Nathan's Famous (directors/officers) and Archimedes (board unanimous)—contrasting with zero insider activity in the routine filings, suggesting insiders only signal conviction when their own capital is at stake

  • Capital Allocation is Absent
    ◆

    No dividends, buybacks, or capital return programs are highlighted in any of the 13 filings—the entire set is focused on governance and survival, not shareholder returns, reflecting a risk-off posture across the portfolio

  • Board Refreshment as a Governance Signal
    ◆

    Both Coty (5 new independent directors) and ADP (2 new nominees) show board turnover—this could be a leading indicator of strategic shifts at larger companies, while smaller companies (Popular High Grade) show director departures without clear succession

Watch List (8)

Filing Analyses (13)
KEY TRONIC CORP DEF 14A neutral materiality 3/10

24-09-2026

Key Tronic Corporation filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Shareholders scheduled for October 29, 2026. The meeting will include the election of seven directors, an advisory vote on executive compensation and on the frequency of such votes, and ratification of Baker Tilly US, LLP as auditor for fiscal year 2027. As of the record date of September 14, 2026, there were 11,060,793 shares of common stock outstanding.

  • · Annual Meeting date: October 29, 2026 at 10:00 a.m. Pacific Time at 4424 N. Sullivan Road – Upper Level, Spokane Valley, Washington 99216.
  • · Proxy materials first mailed to shareholders on or about October 1, 2026.
  • · Record date for voting: close of business on September 14, 2026.
  • · Advisory vote on frequency of future executive compensation votes (Proposal 3) – the frequency receiving the greatest number of votes cast will be approved.
  • · Broker non-votes will have no effect on Proposals 2, 3, or 4, but will have the practical effect of voting against a nominee in the director election.
  • · Ronald F. Klawitter has been Chair of the Board since January 2024.
ESS Tech, Inc. DEF 14A neutral materiality 8/10

24-09-2026

ESS Tech, Inc. is holding a special meeting of stockholders on October 16, 2026, to vote on two key proposals: a reverse stock split (ratio between 1-for-8 and 1-for-30, at the board's discretion) with a proportional reduction in authorized shares from 1,000,000,000, and the approval of warrant share issuance to comply with NYSE rules. The board recommends voting FOR both proposals. The meeting will be held virtually, and the record date is September 14, 2026, with 40,274,150 shares outstanding.

  • · The reverse stock split ratio can range from 1-for-8 to 1-for-30, with the exact ratio determined by the board.
  • · The board reserves the right not to implement the reverse stock split even if approved.
  • · Proposal 2 seeks approval for warrant share issuance under NYSE Section 312.03(c).
  • · The special meeting will be held virtually on October 16, 2026 at 8:00 a.m. Pacific time.
  • · Voting deadline for internet and telephone is 11:59 p.m. Eastern time on October 15, 2026.
KALA BIO, Inc. DEF 14A neutral materiality 5/10

24-09-2026

KALA BIO, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders, scheduled as a virtual meeting on November 3, 2026. The meeting will include the election of two Class III directors, a non-binding advisory vote on executive compensation, ratification of HTL International, LLC as independent auditor, and approval of a reverse stock split (ratio between 1-for-2 and 1-for-300). The company is also seeking approval to adjourn the meeting if necessary to solicit additional proxies. The filing includes executive compensation details and reflects the company's status as a smaller reporting company.

  • · The annual meeting will be held virtually at www.virtualshareholdermeeting.com/KALA2026 on November 3, 2026 at 10:00 a.m. Eastern Time.
  • · The record date for stockholders entitled to vote is September 10, 2026.
  • · The board of directors recommends a vote FOR all proposals.
  • · The reverse stock split proposal allows the board to determine the exact ratio and timing at its discretion.
  • · The company is a 'smaller reporting company' as defined by SEC rules.
COTY INC. DEF 14A mixed materiality 8/10

24-09-2026

Coty Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders, to be held virtually on November 5, 2026. Fiscal 2026 was a challenging year with pressure on sales, gross margin, and profitability, but the company took decisive actions including completing the monetization of its remaining Wella stake and reaching an agreement with Kering for the early transition of the Gucci Beauty license, securing $400 million in cash proceeds. The company also underwent a significant Board refreshment with five new independent directors appointed, and Markus Strobel serves as Executive Chairman and Interim CEO.

  • · Fiscal 2026 was a challenging year with pressure on sales, gross margin, and profitability.
  • · The company completed monetization of its remaining Wella stake in December 2025.
  • · Net debt was reduced by nearly $840 million year-over-year.
  • · Kering agreement for early Gucci Beauty license transition secured $400M cash proceeds plus inventory proceeds.
  • · Effective January 1, 2026, Markus Strobel was appointed Executive Chairman and Interim CEO.
  • · Five new independent directors were appointed in March 2026: Carsten Fischer, Alia Gogi, Robert Kunze-Concewitz, Maria Carla Liuni, and Stephanie Plaines.
  • · Patricia Capel was appointed in January 2026 along with Joachim Creus and Frank Engelen.
  • · Fiscal 2027 is expected to be a transition year as the strategic review completes and Coty.Curated implementation advances.
  • · Proposals include election of nine directors, approval of amended equity incentive plan, approval of amended director stock plan, advisory say-on-pay vote, advisory vote on frequency of say-on-pay, and ratification of Deloitte & Touche as auditor.
  • · JAB Group beneficially owns approximately 60% of the combined voting power of outstanding shares, making Coty a controlled company.
Axos Financial, Inc. DEF 14A neutral materiality 3/10

24-09-2026

Axos Financial, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders to be held on November 12, 2026. Stockholders will vote on the election of three Class I directors, a non-binding advisory vote on named executive officer compensation, and the ratification of BDO USA, P.C. as the independent auditor for fiscal year 2027. The filing details executive compensation for fiscal year 2026, including a summary of financial results and total stockholder returns.

  • · The Annual Meeting will be held on Thursday, November 12, 2026 at 2:00 PM Pacific Time at 9205 West Russell Road, Suite 400, Las Vegas, NV 89148.
  • · The record date for voting is September 16, 2026.
  • · The Notice of Internet Availability and proxy materials were first mailed on or about September 24, 2026.
  • · Stockholders will vote on three items: election of three Class I directors, advisory vote on executive compensation, and ratification of BDO USA, P.C. as auditor for fiscal year 2027.
  • · The Board recommends a vote 'FOR' all three proposals.
Senti Biosciences, Inc. DEFM14A neutral materiality 8/10

24-09-2026

Senti Biosciences, Inc. (SNTI) filed a definitive proxy statement (DEFM14A) on September 24, 2026, in connection with a proposed merger with Parent, Midco, and Opco. The Special Committee's financial advisor, Lincoln, rendered a fairness opinion on June 16, 2026, concluding that the merger consideration to be received by public stockholders is fair from a financial point of view, following the contemplated distribution of CVRs. The proxy includes forecasts and a management liquidation analysis, but cautions that actual results may differ materially from these projections.

  • · Lincoln's fairness opinion was rendered on June 16, 2026, and is attached as Annex C to the proxy statement.
  • · The proxy statement includes forecasts prepared on a standalone basis without giving effect to the merger, and the company undertakes no obligation to update them.
  • · The merger consideration includes a distribution of CVRs to stockholders, with value dependent on achieving specified clinical, regulatory, and commercial milestones.
  • · The Special Committee retained Lincoln as its financial advisor; Lincoln reviewed the Management Cash Runway, Management Liquidation Analysis, Milestone Dates, and Probability of Success.
  • · The proxy statement references the Annual Report on Form 10-K for the year ended December 31, 2025, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
Archimedes Tech SPAC Partners II Co. DEFM14A mixed materiality 10/10

24-09-2026

Archimedes Tech SPAC Partners II Co. (ATIIW) filed a definitive proxy statement (DEFM14A) on September 24, 2026, soliciting shareholder approval for its proposed business combination with Forge Nano, a provider of atomic layer deposition (ALD) coating solutions. The merger will involve a domestication merger, two-step merger of Forge Nano into a Pubco subsidiary, and a concurrent PIPE financing; total gross proceeds from the IPO and private placement were $238.4 million, with $231.15 million placed in a trust account. Shareholders will vote on eight proposals at an extraordinary general meeting scheduled for October 15, 2026, and ATII's board has unanimously recommended approval of all proposals.

  • · Shareholders must pre-register for the extraordinary general meeting by 5:00 p.m. Eastern Time on October 15, 2026, at www.proxydocs.com/ATII.
  • · The ATII Board recommends a vote 'FOR' all eight proposals, including the Business Combination Proposal, Domestication Merger Proposal, Director Election Proposal, Stock Issuance Proposal, Organizational Documents Proposal, Advisory Organizational Documents Proposals, Equity Incentive Plan Proposal, and Adjournment Proposal.
  • · As of the record date (September 1, 2026), holders of ATII Ordinary Shares are entitled to vote.
  • · The Business Combination is conditioned on the approval of all Condition Precedent Proposals; failure to approve any one could terminate the Merger Agreement unless conditions are waived.
  • · Forge Nano intends to acquire HzO for $55 million in Pubco Common Stock; this acquisition is not conditioned on the Business Combination and vice versa.
  • · Each ATII Public Unit will automatically separate into one ATII Ordinary Share and one-half of one ATII Warrant prior to the Domestication Merger Effective Time.
Eaton Vance Municipal Income 2028 Term Trust DEF 14A neutral materiality 3/10

24-09-2026

Eaton Vance Municipal Income 2028 Term Trust (ETX) filed a definitive proxy statement (DEF 14A) on September 24, 2026, for its Annual Meeting of Shareholders scheduled for November 12, 2026. The sole proposal is the election of three Class II Trustees: Alan C. Bowser, George J. Gorman, and Marcus L. Smith. As of the September 3, 2026 record date, the Fund had 10,905,036 common shares outstanding, with Trustees and executive officers collectively owning less than 1% of shares.

  • · Annual Meeting will be held on Thursday, November 12, 2026 at 11:30 a.m. Eastern Time at One Post Office Square, Boston, MA.
  • · Record date for voting is September 3, 2026.
  • · Board of Trustees has fixed the number of Trustees at nine, divided into three classes with staggered three-year terms.
  • · Election of Trustees is non-cumulative; each nominee shall be elected by a plurality of votes.
  • · Shareholders do not have appraisal rights in connection with this proposal.
  • · Trustees and executive officers as a group beneficially own less than 1% of outstanding common shares.
ALLIANCE ENTERTAINMENT HOLDING CORP DEF 14A neutral materiality 3/10

24-09-2026

Alliance Entertainment Holding Corp filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held virtually on November 5, 2026. The meeting will include the election of two Class III directors (Bruce Ogilvie and Jeff Walker), a non-binding advisory vote on executive compensation (Say-on-Pay), and a non-binding advisory vote on the frequency of future Say-on-Pay votes. The Board recommends voting FOR all director nominees, FOR the Say-on-Pay proposal, and EVERY THREE YEARS for the frequency proposal.

  • · The Annual Meeting will be held virtually on November 5, 2026 at 1:15 p.m. Eastern Time.
  • · Record date for voting is September 8, 2026.
  • · Proxy materials will be mailed on or about September 25, 2026.
  • · The Board has separate roles for Executive Chairman (Bruce Ogilvie) and CEO (Jeff Walker).
  • · All Board committees are comprised of independent directors.
  • · The Board does not currently have a lead independent director.
AUTOMATIC DATA PROCESSING INC DEF 14A neutral materiality 5/10

24-09-2026

ADP filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders to be held virtually on November 11, 2026. The meeting will include the election of 11 director nominees, an advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2027. The filing details executive compensation for fiscal year 2026, including CEO Maria Black's compensation, and highlights board composition changes with two new nominees (David W. Kenny and Nancy McKinstry) and the retirement of Carlos A. Rodriguez.

  • · Annual Meeting will be held virtually on November 11, 2026 at 10:00 a.m. Eastern Standard Time.
  • · Record date for stockholders entitled to vote is September 14, 2026.
  • · Proxy materials first mailed on or about September 24, 2026.
  • · Board recommends FOR all three proposals: election of directors, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP.
  • · Two new director nominees: David W. Kenny (former CEO of Nielsen) and Nancy McKinstry (former CEO of Wolters Kluwer).
  • · Carlos A. Rodriguez is retiring from the board.
  • · Board committees include Audit, Compensation and Management Development, Nominating/Corporate Governance, and Corporate Development and Technology.
  • · Fiscal year 2026 compensation details are provided for named executive officers including CEO Maria Black.
LAM RESEARCH CORP DEF 14A neutral materiality 3/10

24-09-2026

Lam Research Corporation filed its Definitive Proxy Statement (DEF 14A) for the 2026 Annual Meeting of Stockholders, scheduled for November 3, 2026, to be held virtually. The agenda includes the election of 10 director nominees, an advisory vote on named executive officer compensation, ratification of KPMG LLP as auditor for fiscal year 2027, and a stockholder proposal. The Board recommends voting FOR each director nominee and Proposals 2 and 3, and AGAINST Proposal 4.

  • · Annual meeting will be held virtually via virtualshareholdermeeting.com/LRCX2026
  • · Record date for voting: September 4, 2026
  • · Proxy materials first made available on or about September 24, 2026
  • · Management will not provide a business update during the annual meeting
NATHANS FAMOUS, INC. DEFM14A neutral materiality 8/10

24-09-2026

Nathan's Famous, Inc. has filed a definitive proxy statement (DEFM14A) for a special meeting to be held on October 23, 2026, to seek stockholder approval of a merger agreement. The board recommends voting FOR the merger, the compensation advisory proposal, and the adjournment proposal. The merger is expected to close in the second half of 2026, subject to stockholder approval and other conditions.

  • · Special Meeting will be held virtually at www.virtualshareholdermeeting.com/NATH2026SM
  • · Record Date for voting is September 22, 2026
  • · Directors and executive officers have agreed to vote their shares in favor of the merger via a Voting Agreement
  • · Stockholders who do not vote in favor of the merger may have appraisal rights under Section 262 of the DGCL
  • · Proxy solicitation expenses include a $10,000 initial fee and a $10,000 performance fee to Okapi Partners
  • · The merger is anticipated to be consummated during the second half of 2026

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