US Executive Compensation Proxy SEC Filings — September 29, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

9 high priority 9 total filings analysed

Executive Summary

The nine proxy filings reveal a bifurcated market: established companies like Amcor, H&R Block, and Broadridge demonstrate operational strength with double-digit EPS growth and robust shareholder returns, while several micro-caps (ABVC BioPharma, Banzai, Avalon GloboCare) are pursuing dilutive capital raises and acquisitions, signaling distress or aggressive growth strategies.

Notable trends include a wave of CEO transitions (H&R Block), board refreshment (Broadridge, H&R Block), and significant M&A activity (DoubleVerify, Banzai, Amcor). Capital allocation remains shareholder-friendly with dividends and buybacks at scale, but insider activity is limited. Key catalysts include shareholder votes on mergers, equity plans, and name changes, with several deadlines in late October and November 2026. The overall sentiment is mixed, with 3 positive, 4 neutral, and 2 mixed filings, reflecting cautious optimism amid geopolitical and inflationary pressures.

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 25, 2026.

Investment Signals (10)

  • Amcor ↓ (BULLISH)
    ▲

    Adjusted EPS grew 13% YoY to $4.02, with $285M in synergies (10% ahead of expectations) from the Berry acquisition; new business wins at ~50% of three-year revenue synergy goal; returned $1.2B to shareholders

  • H&R Block ↓ (BULLISH)
    ▲

    Revenue grew 4.9% YoY to $3,945.4M, net income up 20.8% to $736.3M; returned ~$714M to shareholders, including $500M buybacks at avg $47.48/share; new CEO Curtis Campbell driving continuity

  • ▲

    Recurring revenue grew 8% (constant currency) and adjusted EPS grew 12%, marking 5th consecutive three-year cycle of meeting goals; strong governance with board refreshment

  • ▲

    Merger with Neptune BidCo (Providence) offers a clear exit at a premium; board unanimously recommends FOR; Providence entities have agreed to vote in favor, increasing deal certainty

  • Trust holds ~$74.9M with redemption price of $10.84/share vs. closing price of $10.64, offering a ~1.9% arbitrage opportunity; extension proposal likely to pass, avoiding liquidation

  • Acquisition of ConnectAndSell closed but requires shareholder approval; if not approved, cash obligation of up to $8.45M could strain liquidity; potential dilution of 1.98M shares

  • ELOC with Hudson at $2.00/share is 65% below Nasdaq minimum price of $5.76; if not approved, $250K buyout penalty due by Oct 30, 2026; potential severe dilution

  • ▲

    2026 Equity Incentive Plan could add up to 5.17M shares (if 26.69M outstanding), representing ~19% dilution; land acquisition paid in shares at $1.00/share, signaling cash constraints

  • ▲

    New ESPP proposal indicates employee alignment; stable governance with 7 director elections; no major red flags, but also no growth catalysts

  • H&R Block ↓ (BULLISH)
    ▲

    Board size increased from 8 to 11 then set to 9; three new directors bring fresh perspectives; CEO transition completed smoothly, reducing leadership risk

Risk Flags (8)

  • Avalon GloboCare↓ [HIGH RISK]
    ▼

    ELOC at $2.00/share vs Nasdaq minimum $5.76; if not approved by Oct 30, 2026, $250K penalty; potential dilution of 19.99% (169,098 shares)

  • ▼

    If shareholder approval not obtained within 120 days of July 2, 2026 closing, must pay cash equal to non-cash consideration; potential cash crunch; dilution from 1.98M new shares

  • ABVC BioPharma↓ [MEDIUM RISK]
    ▼

    2026 Plan allows annual increases of 5% of outstanding shares, leading to perpetual dilution; no appraisal rights for stockholders; abstentions and broker non-votes have no effect, but low vote turnout could fail proposals

  • Amcor↓ [MEDIUM RISK]
    ▼

    Input cost inflation due to Middle East conflict; organic growth only modestly positive in Q4, indicating underlying demand weakness; leverage reduction commitment may limit buybacks

  • DoubleVerify↓ [MEDIUM RISK]
    ▼

    Failure to vote counts as a vote AGAINST the merger; if not approved, stock could drop to pre-deal levels; deal requires majority of outstanding shares, so retail participation is critical

  • Quartzsea Acquisition↓ [MEDIUM RISK]
    ▼

    If extension not approved, company will liquidate, redeeming public shares at $10.84; but share price at $10.64 suggests market expects approval; any delay could cause volatility

  • Broadridge↓ [LOW RISK]
    ▼

    Departure of two directors (Brett Keller, Amit Zavery) may indicate governance instability; new candidates need to prove value; recurring revenue growth of 8% is solid but below historical highs

  • Electromed↓ [LOW RISK]
    ▼

    With only 8.29M shares outstanding, any large institutional sell-off could impact liquidity; no major growth catalysts in proxy

Opportunities (9)

  • Amcor↓ (OPPORTUNITY)
    ◆

    Synergies from Berry acquisition are 10% ahead of plan; if momentum continues, EPS could exceed $4.02; watch for further divestitures to unlock value; investment-grade balance sheet supports dividend growth

  • H&R Block↓ (OPPORTUNITY)
    ◆

    Net income growth of 20.8% outpaced revenue growth of 4.9%, indicating margin expansion; continued buybacks at $47.48/share suggest management undervalues stock; new CEO could drive operational efficiencies

  • Broadridge↓ (OPPORTUNITY)
    ◆

    8% recurring revenue growth and 12% adjusted EPS growth; strong governance with board refreshment; consistent execution of three-year goals makes it a reliable compounder

  • DoubleVerify↓ (OPPORTUNITY)
    ◆

    Merger arbitrage opportunity: if deal closes, shareholders receive cash; Providence's voting agreement increases certainty; monitor regulatory approvals for timeline

  • Quartzsea Acquisition↓ (OPPORTUNITY)
    ◆

    Arbitrage spread of ~1.9% (redemption $10.84 vs market $10.64) with low risk if extension approved; special meeting on Oct 13, 2026 provides catalyst

  • Banzai International↓ (OPPORTUNITY)
    ◆

    If acquisition of ConnectAndSell is approved, company gains AI sales enablement capabilities; name change to Parabolic Technologies could re-rate valuation; watch for post-deal revenue synergies

  • Avalon GloboCare↓ (OPPORTUNITY)
    ◆

    If ELOC approved, company gains $10M capital over 36 months at $2.00/share; could fund growth initiatives; but watch for dilution and use of proceeds

  • ABVC BioPharma↓ (OPPORTUNITY)
    ◆

    Land acquisitions could provide tangible assets; 2026 Plan may attract talent; but high dilution risk; only for speculative investors

  • Electromed↓ (OPPORTUNITY)
    ◆

    ESPP approval could boost employee morale and retention; stable operations; potential for niche growth in respiratory care

Sector Themes (6)

  • Shareholder Returns via Dividends and Buybacks
    ◆

    Amcor returned $1.2B, H&R Block $714M, Broadridge continues dividend growth; trend of returning cash to shareholders is strong among established companies, reflecting confidence in cash flows

  • Dilutive Capital Raises in Micro-Caps
    ◆

    ABVC, Banzai, and Avalon are all seeking approval for equity issuance or acquisitions that dilute existing shareholders; common pattern in cash-strapped small caps, often signaling financial distress

  • M&A Activity as a Growth Strategy
    ◆

    Amcor's Berry acquisition, DoubleVerify's merger, and Banzai's ConnectAndSell acquisition highlight a trend of using M&A to drive growth; success varies, with Amcor showing synergies and Banzai facing integration risks

  • Board Refreshment and Governance Changes
    ◆

    H&R Block added 3 new directors, Broadridge replaced 2, and Electromed is electing 7; companies are refreshing boards to bring new skills and comply with governance best practices

  • CEO Transitions and Leadership Stability
    ◆

    H&R Block transitioned from Jeff Jones to Curtis Campbell; Broadridge and Amcor maintain stable leadership; leadership changes can signal strategic shifts or continuity, impacting investor confidence

  • Geopolitical and Inflationary Pressures
    ◆

    Amcor cited Middle East conflict and input cost inflation; despite strong earnings, macro risks persist; companies with pricing power (Amcor, H&R Block) are better positioned

Watch List (8)

  • Special meeting on Oct 13, 2026; redemption deadline Oct 8; monitor approval of extension and trust redemption price

  • ELOC approval deadline Oct 30, 2026; if not approved, $250K penalty; watch for shareholder vote outcome

  • Special stockholder meeting Oct 29, 2026; monitor merger approval and any regulatory hurdles

  • Special meeting Oct 28, 2026; watch for approval of 2026 Plan and land acquisition; monitor dilution impact

  • Shareholder approval for ConnectAndSell issuance; if not approved within 120 days (by Oct 30, 2026), cash obligation triggers; monitor vote

  • Annual meeting date not specified; watch for new CEO's strategic initiatives and any guidance updates

  • Annual meeting Nov 10, 2026; monitor director elections and any strategic announcements

  • Annual meeting Nov 13, 2026; watch for ESPP approval and any operational updates

Filing Analyses (9)
Quartzsea Acquisition Corp DEF 14A neutral materiality 8/10

29-09-2026

Quartzsea Acquisition Corp is seeking shareholder approval to extend its business combination deadline from October 19, 2026 to February 19, 2027, with up to four one-month extensions, each requiring a monthly deposit into the trust account. As of September 22, 2026, the trust holds approximately $74.9 million, and the estimated redemption price is $10.84 per share, while the closing share price was $10.64. If the extension is not approved, the company will liquidate and redeem 100% of public shares. The board recommends voting 'FOR' all proposals.

  • · Special Meeting to be held virtually on October 13, 2026 at 4:00 PM Eastern Time.
  • · Redemption deadline is October 8, 2026 (two business days before the meeting).
  • · Record date for voting is September 22, 2026.
  • · If extension not approved, company will cease operations and liquidate by October 19, 2026.
  • · Sponsor has agreed not to seek reimbursement from trust account for dissolution expenses.
  • · Board retains discretion to abandon proposals even if approved.
  • · Shareholders can redeem regardless of how they vote or whether they vote.
  • · Proxy materials available at https://www.cstproxy.com/quartzsea/ext2026.
Amcor plc DEF 14A mixed materiality 8/10

29-09-2026

Amcor plc's fiscal 2026 proxy statement highlights a strong first year post-Berry acquisition, with adjusted EPS up 13% to $4.02 and $285 million in synergies (10% ahead of expectations). However, the company faced significant input cost inflation due to Middle East conflict, and while volumes improved, organic growth only returned to modest positive in Q4. The company returned $1.2 billion to shareholders via dividends and completed divestitures of five non-core businesses.

  • · New business wins reached approximately half of the three-year revenue synergy goal.
  • · Recordable incident rate improved for four consecutive quarters.
  • · The company maintains a strong investment-grade balance sheet and is committed to reducing leverage.
  • · The proxy statement includes proposals for director re-election, ratification of PwC, say-on-pay vote, share repurchase authorization renewal, and approval of the 2026 Omnibus Management Share Plan.
  • · Annual General Meeting scheduled for November 11, 2026 at The Langham Hotel, London.
  • · Record date for voting is September 16, 2026.
ABVC BIOPHARMA, INC. DEF 14A neutral materiality 7/10

29-09-2026

ABVC BioPharma, Inc. is holding a special meeting on October 28, 2026, to seek stockholder approval for three proposals: adoption of the 2026 Equity Incentive Plan, ratification of certain equity awards granted between February 16, 2026 and September 11, 2026, and approval of the issuance of up to 1,600,653 shares of common stock at a price not less than $1.00 per share as consideration for proposed land acquisitions. The Board unanimously recommends voting 'FOR' all proposals. The 2026 Plan includes an Award Pool of 1,169,201 shares plus 15% of outstanding shares, with an illustrative example showing 5,173,372 shares in the Award Pool if 26,694,476 shares are outstanding. However, the filing notes that stockholders have no appraisal rights under Nevada law, and abstentions and broker non-votes will have no effect on the proposals.

  • · The 2016 Plan was amended on September 12, 2020 and April 16, 2024, and the 2026 Plan will replace it.
  • · The 2026 Plan authorizes stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, and other stock-based awards.
  • · The 2026 Plan will be effective until the last year it is effective, with annual increases of 5% of outstanding shares starting January 1, 2027.
  • · The Current Awards were granted between February 16, 2026 and September 11, 2026, and require stockholder ratification.
  • · The Securities Issuance Proposal is to comply with Nasdaq Listing Rules 5635(a), 5635(b), and 5635(d).
  • · The record date for the meeting is September 14, 2026.
  • · The meeting will be held virtually at 10:00 a.m. Eastern Time on October 28, 2026.
  • · The proxy statement was first furnished to stockholders on or about September 28, 2026.
  • · The Company's principal executive offices are at 44370 Old Warm Springs Blvd., Fremont, CA 94538.
  • · The Company's telephone number is 510-668-0881.
H&R BLOCK INC DEF 14A positive materiality 8/10

29-09-2026

H&R Block's fiscal 2026 proxy statement highlights strong financial performance with revenue growth of 4.9% to $3,945.4M and net income up 20.8% to $736.3M. The company returned approximately $714 million to shareholders through dividends and buybacks, and repurchased about $500 million of stock at an average price of $47.48 per share. Leadership transitioned from Jeff Jones to Curtis Campbell as CEO, and the Board welcomed three new directors while two long-serving directors are retiring. The company is seeking shareholder approval for the 2026 Long Term Incentive Plan and advisory votes on executive compensation.

  • · Board size increased from 8 to 11 on January 20, 2026, then set to 9 effective at the Annual Meeting.
  • · Jeff Jones retired as CEO effective December 31, 2025; Curtis Campbell succeeded him on January 1, 2026.
  • · New directors Geralyn Breig, Christian Charnaux, and Stephanie Plaines were elected to the Board in January 2026.
  • · Robert Gerard and Matthew Winter will retire at the Annual Meeting after deciding not to stand for re-election.
  • · The company has paid quarterly dividends consecutively since 1962.
  • · Annual Meeting to be held virtually on November 10, 2026 at 12:30 p.m. Central Time.
  • · Proxy materials first made available on or about September 29, 2026.
  • · Proposals include election of directors, ratification of Deloitte as auditor, advisory vote on executive compensation, and approval of the 2026 Long Term Incentive Plan.
Electromed, Inc. DEF 14A neutral materiality 5/10

29-09-2026

Electromed, Inc. has filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Shareholders, scheduled as a virtual meeting on November 13, 2026. The Board recommends voting FOR all four proposals: election of seven directors, ratification of RSM US LLP as auditor for fiscal 2027, advisory approval of executive compensation, and approval of the new Employee Stock Purchase Plan. The record date is September 16, 2026, with 8,287,085 shares outstanding and a quorum of 4,143,543 shares.

  • · Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/ELMD2026 on November 13, 2026 at 8:00 a.m. Central Time.
  • · Record date for voting is September 16, 2026.
  • · Proposal 1: Election of seven directors (plurality vote standard).
  • · Proposal 2: Ratification of RSM US LLP as independent auditor for fiscal year ending June 30, 2027.
  • · Proposal 3: Non-binding advisory vote on executive compensation.
  • · Proposal 4: Approval of the Electromed, Inc. Employee Stock Purchase Plan.
  • · Board recommends FOR all proposals.
  • · Proxy materials expected to be distributed on or about September 29, 2026.
DoubleVerify Holdings, Inc. DEFM14A neutral materiality 9/10

29-09-2026

DoubleVerify Holdings, Inc. (DV) is being acquired via a merger with a subsidiary of Neptune BidCo US Inc., with a special stockholder meeting scheduled for October 29, 2026, to vote on the adoption of the Merger Agreement. The Board unanimously recommends voting FOR the merger, the non-binding advisory compensation proposal, and the adjournment proposal. The merger requires approval by a majority of outstanding shares, and failure to vote counts as a vote AGAINST the proposal.

  • · The Merger Agreement was executed on August 6, 2026.
  • · Supporting Stockholders (Providence entities) entered into a Voting Agreement to vote in favor of the merger.
  • · The record date for voting is September 28, 2026.
  • · The special meeting will be held virtually on October 29, 2026 at 10:00 a.m. Eastern Time.
  • · Stockholders have appraisal rights under Delaware law if they do not vote in favor and comply with DGCL Section 262.
  • · The proxy statement is first being mailed on or about September 29, 2026.
Banzai International, Inc. DEF 14A mixed materiality 8/10

29-09-2026

Banzai International, Inc. is seeking stockholder approval for two proposals: (1) ratifying the issuance of shares in connection with its July 2, 2026 acquisition of ConnectAndSell, a SaaS and AI sales enablement company, for an aggregate purchase price of up to $8.45M in cash and stock, plus earn-outs; and (2) changing the company's legal name to 'Parabolic Technologies, Inc.' to align with its new brand. The acquisition already closed on July 2, 2026, but Nasdaq rules require shareholder approval because the share issuance exceeds 20% of outstanding shares. While the deal closed, the company faces potential cash obligations if shareholder approval is not obtained within 120 days, and existing shareholders will face material dilution from the issuance of up to 1.98 million new shares.

  • · The acquisition closed on July 2, 2026, the same day the APA was signed.
  • · If stockholder approval is not obtained within 120 days of Closing, Banzai must pay ConnectAndSell cash equal to the Closing Non-Cash Consideration within 30 days.
  • · Pre-Funded Warrants have an exercise price of $0.0001 per share.
  • · The Earn-Out Consideration includes a 3x or 6x multiple on MRR growth above the Closing MRR, with a $333,333 threshold.
  • · CEO Davy has agreed via a Voting and Support Agreement to vote his shares in favor of the share issuance proposal.
  • · The Name Change to 'Parabolic Technologies, Inc.' does not affect any other charter provisions or stockholder rights.
Avalon GloboCare Corp. DEF 14A mixed materiality 8/10

29-09-2026

Avalon GloboCare Corp. (now Change Agents Corporation) is seeking stockholder approval for an Equity Line of Credit (ELOC) with Hudson Global Ventures, allowing the company to sell up to $10M of common stock at $2.00/share over 36 months. The fixed purchase price is below Nasdaq's Minimum Price of $5.76, triggering the need for shareholder approval to exceed the 19.99% Exchange Cap (169,098 shares). Without approval, the company's access to this capital source will be limited, and it faces a $250,000 buyout penalty to Hudson if approval is not obtained by October 30, 2026.

  • · The company has already issued Hudson a warrant to purchase up to 46,297 shares at $0.20/share, exercisable after stockholder approval and expiring 5 years later.
  • · If stockholder approval is not obtained by October 30, 2026, Hudson can demand a $250,000 cash buyout, extinguishing the warrant.
  • · The Applicable Trading Amount per put notice ranges from $15,000 to $500,000, depending on the stock's closing price thresholds.
  • · The fixed purchase price of $2.00/share is subject to proportionate adjustment for stock splits, reverse splits, dividends, recapitalizations, etc.
  • · The company must file a registration statement covering the resale of Put Shares within 30 days and have it declared effective within 90 days of the Registration Rights Agreement.
BROADRIDGE FINANCIAL SOLUTIONS, INC. DEF 14A positive materiality 3/10

29-09-2026

Broadridge Financial Solutions, Inc. filed its definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be held virtually on November 10, 2026. The company reported strong fiscal 2026 results, including 8% recurring revenue growth (constant currency) and 12% adjusted EPS growth, marking the fifth consecutive three-year cycle of meeting revenue and EPS goals. However, the filing notes the departure of two directors (Brett Keller and Amit Zavery) and introduces three new director candidates, including Srinivas D. Tallapragada, reflecting board refreshment.

  • · The Annual Meeting will be held virtually on November 10, 2026 at 9:00 a.m. Eastern Time.
  • · Stockholders of record as of September 18, 2026 are entitled to vote.
  • · The Board recommends a vote FOR each director nominee (Proposal 1), FOR the Say on Pay vote (Proposal 2), and FOR ratification of Deloitte & Touche LLP as auditor for fiscal 2027 (Proposal 3).
  • · Three new directors were welcomed during fiscal 2026: Chris Perry (President), Todd Diganci, and Trish Mosconi.
  • · Srinivas D. Tallapragada, former President, Chief Engineering and Customer Success Officer of Salesforce, is a new candidate for election to the Board.
  • · Brett Keller stepped down earlier in the year; Amit Zavery notified the Board of his decision not to stand for re-election.
  • · For each stockholder account that votes, Broadridge will donate $1 to NPower.
  • · Director nominee ages range from 57 to 73 as of the date the Board approved their nomination.
  • · Majority of compensation for Named Executive Officers is performance-based, balancing short-term and long-term decision-making.

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