US Executive Compensation Proxy SEC Filings — October 02, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

21 high priority 21 total filings analysed

Executive Summary

The 21 filings in this executive compensation digest reveal a period of significant corporate restructuring and shareholder value events.

A dominant theme is the wave of M&A and liquidation proposals, with Utz Brands, MarineMax, and Steele Creek Capital all seeking shareholder approval for going-private or dissolution transactions, signaling a potential peak in private equity interest and a lack of confidence in public market valuations. Governance is under the spotlight, with Fermi Inc. terminating its CEO for cause and Oaktree Acquisition Corp. III Life Sciences and Chain Bridge I seeking repeated extensions, highlighting execution risks in the SPAC space. Financially, Adtalem Global Education stands out with strong 9.3% revenue growth and 23.7% adjusted EPS growth, while Jack Henry & Associates shows steady performance with 22 consecutive years of dividend increases. However, the Tax-Free Fixed Income Funds for Puerto Rico Residents are liquidating due to high expense ratios and governance disputes, underscoring the challenges in closed-end fund structures. Overall, the period is characterized by a mix of value realization events and governance red flags, with a clear trend toward consolidation and capital return to shareholders.

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 (11)

  • ▲

    Merger at $14.25/share represents a 91% premium over the July 20, 2026 closing price, with unanimous board recommendation and a special committee approval, signaling strong near-term value realization for shareholders

  • MarineMax ↓ (BULLISH)
    ▲

    Acquisition for cash with all equity awards cancelled, expected close by end of 2026, providing a clear exit at a premium for shareholders

  • Revenue grew 9.3% YoY to $1.954B and adjusted EPS grew 23.7% to $8.251, both above guidance, with a 263% total shareholder return over three years and a new 'Purpose at Scale' strategy launched

  • FY2026 revenue of $2.54B, 22 consecutive years of dividend increases, and $170M in total dividends declared, demonstrating consistent capital return and financial stability

  • ▲

    Received an air permit for 6 GW of power and filed an additional 5 GW application, indicating significant growth potential in the energy sector despite governance turmoil

  • Series B Preferred holders have 2.5 votes per share, creating a governance structure that could be used to block hostile actions, providing stability

  • ▲

    FY26 growth driven by strong demand in data center and aerospace/defense markets, with $30M in share repurchases, signaling management confidence

  • Acquiring FanEngine assets without independent valuation, issuing 30%+ of stock, creates significant dilution risk and lack of fairness assurance

  • Directors participated in private placements, but proposed amendment to increase ownership cap to 9.99% could lead to increased voting control and dilution

  • Stock trades at $10.78 vs $10.75 trust value, offering minimal upside and a high risk of liquidation if extension fails, with warrants expiring worthless

  • ▲

    Repeated extensions and massive redemptions ($197.9M in May 2023, $34.5M in Feb 2024) signal difficulty in consummating a deal, with only a small trust balance remaining

Risk Flags (9)

  • ▼

    CEO Toby R. Neugebauer terminated for cause on April 30, 2026 due to material misrepresentations, unauthorized meetings, and abusive behavior, indicating severe governance failures and potential legal liabilities

  • Company is liquidating and dissolving after a BDC election withdrawal, with a special meeting on October 13, 2026, signaling a complete loss of going-concern value

  • Issuing shares representing 30%+ of outstanding common stock without an independent valuation of acquired assets raises major fairness concerns and risks significant shareholder dilution

  • Only one-month extension requested with potential for six more, but no definitive deal announced, and stock trades near trust value, indicating high probability of liquidation

  • Two prior extensions with massive redemptions ($232.4M total), and still no definitive agreement, suggesting the SPAC may fail to complete a business combination

  • Expense ratios of 1.55% and 1.69% relative to net assets of $66.2M and $101.5M, leading to liquidation recommendation, highlighting poor fund economics

  • Armistice Capital, LLC failed to file required Schedule 13G amendments despite owning more than 5%, creating regulatory risk and potential governance disputes

  • ▼

    Amendment to increase beneficial ownership cap from 4.99% to 9.99% could lead to increased voting control by certain investors and further dilution for existing shareholders

  • Chamberlain University fell short of expectations early in fiscal 2026 due to execution issues, though enrollment returned to growth in the second half

Opportunities (9)

  • ◆

    $14.25 cash offer with 91% premium provides a near-term arbitrage opportunity, with special meeting on November 13, 2026 and expected close by end of 2026

  • ◆

    Cash acquisition with expected close by end of 2026, offering a clear exit for shareholders at a premium

  • 9.3% revenue growth and 23.7% EPS growth above guidance, with new 'Purpose at Scale' strategy and $78M in capacity investments, suggesting continued momentum

  • 22 consecutive years of dividend increases and $170M in dividends declared, offering a reliable income stream with consistent growth

  • ◆

    Air permit for 6 GW of power and additional 5 GW application signal massive growth potential, with new CEO and governance overhaul potentially unlocking value

  • Strong demand in data center and aerospace/defense markets driving FY26 growth, with $30M in buybacks indicating management confidence

  • Series B Preferred with 2.5 votes per share provides a stable governance structure, potentially attractive for long-term investors

  • Neutral filing with no major red flags, trading at low valuation with a record date of September 25, 2026, could be a value play if pipeline advances

  • New CEO Zoran Milošević and COO Snežana Božović with employment agreements, potentially signaling a turnaround strategy

Sector Themes (6)

  • M&A and Going-Private Wave
    ◆

    Utz Brands, MarineMax, and Steele Creek Capital are all seeking shareholder approval for going-private or liquidation transactions, indicating a trend of companies exiting public markets due to undervaluation or strategic shifts

  • SPAC Distress and Extensions
    ◆

    Oaktree Acquisition Corp. III Life Sciences and Chain Bridge I are both seeking extensions to complete business combinations, with Chain Bridge I experiencing massive redemptions, highlighting the ongoing challenges in the SPAC market

  • Governance Turmoil
    ◆

    Fermi Inc.'s CEO termination for cause and MacKenzie Realty Capital's unresolved 13G filing issues point to a broader theme of governance failures and regulatory scrutiny

  • Capital Return Focus
    ◆

    Jack Henry & Associates' 22-year dividend growth streak and Adtalem's $238M in share repurchases (5% of shares outstanding) show a continued focus on returning capital to shareholders

  • Education Sector Growth
    ◆

    Adtalem's 9.3% revenue growth and enrollment increase from 76,000 to 100,000 students, despite Chamberlain's early struggles, suggests strong demand in the education sector

  • Closed-End Fund Liquidations
    ◆

    Tax-Free Fixed Income Funds for Puerto Rico Residents are liquidating due to high expense ratios and governance disputes, reflecting a trend of fund closures in the fixed income space

Watch List (8)

  • Utz Brands Special Meeting
    👁

    Vote on merger with Intersnack Group on November 13, 2026; watch for any last-minute opposition or competing bids

  • MarineMax Special Meeting
    👁

    Vote on acquisition on November 11, 2026; monitor for any regulatory hurdles or shareholder dissent

  • First annual meeting on October 30, 2026; watch for new CEO appointment and strategic direction after governance overhaul

  • Meeting on October 16, 2026; failure to approve extension could trigger liquidation and warrant expiration

  • Extraordinary General Meeting on November 2, 2026; watch for any definitive agreement announcement before the deadline

  • Steele Creek Capital Special Meeting
    👁

    Vote on liquidation on October 13, 2026; monitor for any alternative proposals or asset sale updates

  • Adtalem Global Education Q1 FY2027 Earnings
    👁

    First quarter under new 'Purpose at Scale' strategy; watch for enrollment trends and margin performance

  • GameSquare Holdings Special Meeting
    👁

    Vote on FanEngine acquisition; monitor for any independent valuation or shareholder opposition

Filing Analyses (21)
GULF RESOURCES, INC. DEF 14A neutral materiality 6/10

02-10-2026

Gulf Resources, Inc. is seeking stockholder approval at its Annual Meeting to amend its 2025 Stock Incentive Plan, increasing authorized shares from 14,000 to 300,000 (an increase of 286,000 shares) to attract and retain talent. The filing also includes a proposal to ratify the appointment of independent accountants. The 2019 Plan will remain frozen with no new grants, and outstanding awards under both plans will continue under their respective terms.

  • · The 2019 Plan will remain frozen upon adoption of the Amended 2025 Plan; no new awards will be granted under the 2019 Plan.
  • · Outstanding awards under the 2019 Plan will continue to be governed by the 2019 Plan and applicable award agreements.
  • · The Amended 2025 Plan will continue in effect until the 10th anniversary of the Effective Date, unless terminated sooner.
  • · The Audit Committee recommends a vote 'FOR' ratification of the appointment of independent accountants.
  • · The Board of Directors recommends a vote 'FOR' approval of the amendment to the 2025 Stock Incentive Plan.
Utz Brands, Inc. DEFM14A mixed materiality 9/10

02-10-2026

Utz Brands, Inc. will hold a Special Meeting on November 13, 2026, for stockholders to vote on a proposed merger with an affiliate of Intersnack Group GmbH & Co. KG. Under the Merger Agreement, each share of Class A Common Stock will be converted into the right to receive $14.25 per share in cash, representing a 91% premium over the closing price on July 20, 2026. The transaction is a going-private deal that has been unanimously recommended by both a Special Committee and the Board (with two directors abstaining), but requires approval from a majority of outstanding shares and a majority of disinterested stockholders.

  • · The Special Meeting will be held virtually at www.virtualshareholdermeeting.com/UTZ2026SM.
  • · Record date for voting is September 28, 2026.
  • · Shares of Class V Common Stock will be canceled for no consideration.
  • · The Voting Agreement commits Dylan Lissette, Timothy Brown, and the Rice Family Foundation to vote in favor of the Transaction Proposal.
  • · Approval requires both a majority of outstanding shares (Majority Approval) and a majority of disinterested stockholders (Unaffiliated Stockholder Approval).
  • · Failure to vote counts as a vote AGAINST the Transaction Proposal for the Majority Approval requirement but has no effect on the Unaffiliated Stockholder Approval requirement.
  • · The Board recommendation had two abstentions (Lissette and Brown) due to differing interests.
Steele Creek Capital Corp DEF 14A negative materiality 9/10

02-10-2026

Steele Creek Capital Corporation is holding a Special Meeting of Stockholders on October 13, 2026 to vote on the liquidation and dissolution of the company and the distribution of sale proceeds to stockholders. The Board unanimously recommends voting 'FOR' both proposals, including the withdrawal of the company's BDC election contingent on approval of the liquidation. The company had 5,782,032 shares outstanding as of the record date of September 28, 2026.

  • · The Special Meeting will be held virtually via conference call on October 13, 2026 at 10:00 a.m. Eastern Time.
  • · Record date for voting is September 28, 2026.
  • · Quorum requires 2,891,016 shares represented (majority of outstanding shares).
  • · Proposal 1 requires affirmative vote of holders of at least a majority of votes cast; abstentions count as votes against.
  • · Proposal 2 (BDC withdrawal) is contingent on approval of Proposal 1.
  • · Stockholders have no appraisal or dissenters' rights in connection with the proposals.
  • · The company was formerly known as MSC Capital LLC, name changed on July 13, 2020.
REGIONAL HEALTH PROPERTIES, INC DEF 14A neutral materiality 3/10

02-10-2026

Regional Health Properties, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Shareholders to be held on November 10, 2026. Shareholders will vote on the election of six directors (three by common stock holders, one by Series B Preferred holders, two by Series D Preferred holders) and the ratification of Cherry Bekaert, LLP as independent auditor for fiscal 2026. The record date is September 21, 2026, with 3,924,677 common shares, 1,691,812 Series B Preferred shares, and 1,405,609 Series D Preferred shares outstanding.

  • · Annual Meeting will be held on November 10, 2026 at 1050 Crown Pointe Parkway, Suite 150, Atlanta, Georgia at 10:00 a.m. local time.
  • · Quorum requires one-third of votes entitled to be cast on each matter.
  • · Series A Preferred Stock holders are not entitled to vote at the meeting.
  • · Broker non-votes have no effect on director elections but brokers have discretionary authority to vote on Proposal 2 (auditor ratification).
  • · Proxy materials are available at https://www.cstproxy.com/regionalhealthproperties/2026.
Fermi Inc. DEF 14A mixed materiality 8/10

02-10-2026

Fermi Inc. filed its definitive proxy statement (DEF 14A) for its first Annual Meeting of Shareholders to be held virtually on October 30, 2026. Shareholders will vote on the election of two Class I director nominees (Rick Perry and Jeffrey S. Stein) and the ratification of Ernst & Young LLP as independent auditor for FY 2026. The filing also discloses the for-cause termination of co-founder and former CEO Toby R. Neugebauer in April 2026 due to misconduct, including material misrepresentations to the Board and unauthorized meetings, marking a significant governance event.

  • · The Board removed Toby R. Neugebauer as CEO on April 17, 2026, and terminated his employment for cause on April 30, 2026, citing material misrepresentations, unauthorized meetings, and abusive behavior.
  • · Starting in 2029, Fermi will transition to annual elections for all directors.
  • · The company received an air permit for 6 GW of power and filed an additional 5 GW application.
  • · Fermi was selected for a new federal pilot program to speed up nuclear reviews.
  • · The record date for the meeting is August 31, 2026.
  • · The proxy materials are available at www.proxyvote.com.
ReposiTrak, Inc. DEF 14A neutral materiality 3/10

02-10-2026

ReposiTrak, Inc. filed its DEF 14A proxy statement on October 2, 2026, for the 2026 Annual Meeting of Shareholders to be held on November 18, 2026. The meeting will include the election of five director nominees (Randall K. Fields, Robert W. Allen, James R. Gillis, Ronald C. Hodge, and Peter J. Larkin) and ratification of Haynie & Company as independent auditors for fiscal year 2027. As of the record date of September 25, 2026, the company had 18,201,204 shares of common stock and 160,865 shares of Series B Preferred outstanding, representing 18,603,163 total votes.

  • · The proxy materials are available online at www.edocumentview.com/TRAK under SEC notice and access rules.
  • · Each holder of Series B Preferred is entitled to 2.5 votes per share.
  • · A quorum requires holders of a majority of voting power present in person or by proxy.
  • · Directors are elected by plurality vote; abstentions and broker non-votes do not affect the outcome.
  • · The Board unanimously recommends voting FOR all proposals.
LESAKA TECHNOLOGIES INC DEF 14A neutral materiality 3/10

02-10-2026

Lesaka Technologies filed its definitive proxy statement (DEF 14A) for its 2026 Annual Meeting, covering fiscal year 2026 (July 1, 2025 – June 30, 2026). The filing details executive compensation, including pay-versus-performance disclosures, and outlines governance policies such as insider trading, clawback, and anti-hedging policies. No specific financial performance metrics were disclosed in the provided excerpt, and the filing is a routine governance document.

  • · The Clawback Policy was adopted in November 2023 and applies to named executive officers receiving incentive compensation.
  • · The Insider Trading Policy and Clawback Policy are attached as exhibits to the Annual Report on Form 10-K filed with the SEC on September 9, 2026.
  • · The proxy statement covers fiscal year 2026 (July 1, 2025 – June 30, 2026) and includes pay-versus-performance data for multiple fiscal years (2021-2026).
MARINEMAX INC DEFM14A neutral materiality 9/10

02-10-2026

MarineMax Inc. is seeking shareholder approval for a merger that will result in the acquisition of the company for cash, with the closing expected by the end of calendar year 2026. The merger consideration will be paid in cash, and all outstanding equity awards (options, RSUs, PSUs) will be cancelled and converted into cash payments. The special meeting to vote on the merger is scheduled for November 11, 2026.

  • · The special meeting will be held virtually on November 11, 2026 at 10:00 a.m. Eastern Time.
  • · Shareholders of record as of 5:00 p.m. Eastern Time on the record date are entitled to vote.
  • · The merger is expected to close by the end of calendar year 2026, but not before December 7, 2026 without Parent's consent.
  • · Shareholders are not entitled to appraisal rights under the FBCA because shares are listed on the NYSE.
  • · The MarineMax ESPP was terminated effective September 30, 2026.
MacKenzie Realty Capital, Inc. DEF 14A mixed materiality 6/10

02-10-2026

MacKenzie Realty Capital, Inc. (MKZR) filed a DEF 14A proxy statement for its 2026 Annual Meeting, seeking stockholder approval for the election of four directors, ratification of Baker Tilly US, LLP as independent auditor for fiscal year ending June 30, 2027, and other routine matters. The filing highlights a notable discrepancy with Armistice Capital, LLC, which reported only 92,924 shares (4.99%) in its Schedule 13G/A but is deemed to beneficially own 271,919 shares (9.8%) when including warrants, and has failed to file required Schedule 13G amendments. No other person or group owns more than 5% of outstanding voting securities, and no person controls the company.

  • · Armistice Capital, LLC has not filed required Schedule 13G amendments despite owning more than 5% of common stock, and the company has notified them but they declined to correct the error.
  • · The company's executive officers are limited partners of MPF Successors, LP, which owns 5,569 shares of common stock.
  • · The same 100,000 BPLT shares are attributable to each of Dixon, Fuller and Patterson, but counted only once for aggregate group holdings.
  • · A quorum requires the presence of holders of at least one-third of the votes entitled to be cast.
  • · Broker non-votes and abstentions will not be counted for the ratification of Baker Tilly US, LLP, but abstentions count for quorum purposes.
VIAVI SOLUTIONS INC. DEF 14A mixed materiality 7/10

02-10-2026

VIAVI Solutions Inc. filed its definitive proxy statement (DEF 14A) for the 2026 virtual annual meeting of stockholders to be held on November 11, 2026. FY26 was a growth year driven by strong demand in data center and aerospace/defense markets and the acquisition of Spirent Communications' High-Speed Ethernet, Network Security and Channel Emulation Testing business. However, wireless remained pressured by a lack of major network upgrades among leading service providers, and the company repurchased approximately 2.7 million shares for about $30 million.

  • · Record date for voting is September 23, 2026.
  • · Virtual meeting will be held on November 11, 2026 at 10:00 a.m. Mountain Time.
  • · Stockholders will vote on three proposals: election of directors, ratification of auditor (PricewaterhouseCoopers LLP), and advisory vote on executive compensation.
  • · Board recommends a FOR vote on all proposals.
  • · Wireless segment remained pressured due to lack of major network upgrades among leading service providers.
  • · Company expects diversification into data center ecosystem and aerospace/defense to be growth drivers for FY27.
AVIAT NETWORKS, INC. DEF 14A neutral materiality 30/10

02-10-2026

Aviat Networks, Inc. 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 seven directors, ratification of Grant Thornton LLP as independent auditor for fiscal year 2027, an advisory Say-on-Pay vote, and approval of Amendment No. 2 to the Tax Benefit Preservation Plan. The record date for voting is September 14, 2026.

  • · Annual Meeting to be held online only via webcast at www.virtualshareholdermeeting.com/AVNW2026 on November 11, 2026 at 12:30 p.m. Central Time.
  • · Record date for voting is September 14, 2026.
  • · Proxy materials made available on or about September 14, 2026.
  • · Stockholders can vote and submit questions electronically during the meeting.
  • · The Board urges stockholders to vote by proxy even if they plan to attend the meeting online.
Adtalem Global Education Inc. DEF 14A mixed materiality 8/10

02-10-2026

Covista Inc. filed its definitive proxy statement (DEF 14A) for fiscal 2026, reporting revenue growth of 9.3% to $1.954 billion and adjusted EPS growth of 23.7% to $8.251, both above guidance. The company completed its three-year 'Growth with Purpose' strategy, with enrollment rising from 76,000 to 100,000 students and total shareholder return of 263%. However, Chamberlain University fell short of expectations early in the year due to execution issues, though total enrollment returned to growth in the second half. The company launched a new three-year strategy, 'Purpose at Scale,' in July 2026.

  • · Chamberlain University, the largest nursing school in the country, fell short of expectations early in fiscal 2026 due to execution issues, but total enrollment returned to growth in the second half and pre-licensure BSN enrollment grew for a sixteenth consecutive quarter.
  • · The company invested approximately $78 million in new campus capacity, program development and technology in fiscal 2026.
  • · Covista returned $238 million to shareholders through repurchase at an average price of $98.35, reducing shares outstanding by roughly 5%.
  • · The company ended fiscal 2026 with $406 million of cash and net leverage of 0.5 times adjusted EBITDA.
  • · Free cash flow conversion was 133% of adjusted net income in fiscal 2026.
  • · Covista published two pieces of original research: the Covista Care Capacity Monitor and the Covista Healthcare Workforce Index.
  • · The company estimates that expanding the talent pathway and improving retention could close more than half of the projected 2040 healthcare workforce gap.
  • · Only 22% of health system executives report significant investment in education partnerships, even though nearly 70% say those partnerships work.
Golden Matrix Group, Inc. DEF 14A neutral materiality 5/10

02-10-2026

Meridian Holdings Inc. filed a definitive proxy statement (DEF 14A) on October 2, 2026, for its 2026 Annual Meeting of Stockholders to be held virtually on November 17, 2026. Stockholders will vote on the appointment of three Board members (all voting shares), two Board members (Series C Preferred Stock only), and the ratification of M&K CPAS, PLLC as independent auditor for FY 2026. The filing also references the Company's 2025 Annual Report on Form 10-K and details executive compensation, including employment agreements for CEO Zoran Milošević and COO Snežana Božović, as well as terminated agreements for former executives Rich Christensen, Weiting 'Cathy' Feng, and Anthony Brian Goodman.

  • · Record date for voting is September 28, 2026.
  • · The Annual Meeting will be held virtually via audio teleconference; physical attendance is not permitted.
  • · The filing incorporates by reference the Company's 2025 Annual Report on Form 10-K.
  • · The proxy statement details a reverse stock split and name change, and the MeridianBet Group acquisition.
  • · The Company has a classified Board structure with three directors elected by all voting shares and two directors elected by Series C Preferred Stock holders.
  • · The filing includes a detailed executive compensation section with pay-versus-performance analysis and outstanding equity awards.
  • · The Company has policies on compensation recovery/clawback, insider trading/anti-hedging, Rule 10b5-1 trading plans, and timing of award grants.
Quoin Pharmaceuticals, Ltd. DEF 14A mixed materiality 6/10

02-10-2026

Quoin Pharmaceuticals is seeking shareholder approval to amend beneficial ownership limitations for investors in its October 2025 and August 2026 private placements, allowing holders of Private Placement Warrants to increase their ownership cap from 4.99% to up to 9.99%. The Board recommends voting 'FOR' both the ownership limitation amendment and a related adjournment proposal. If approved, the change could facilitate warrant exercises and future capital raising, but it would also dilute existing shareholders and could lead to increased voting control by certain investors.

  • · The October 2025 Private Placement closed on October 14, 2025; the August 2026 Private Placement closed on August 31, 2026.
  • · Directors and executive officers participated in the private placements: Dennis Langer bought 15,152 ADSs and warrants for up to 60,608 ADSs; Myers, Carter, Lawlor, and Culverwell bought an aggregate of 57,370 ADSs and warrants for up to 28,685 ADSs.
  • · If the amendment is not approved, holders reaching the 4.99% threshold may need to sell shares before exercising additional warrants, potentially delaying the Company's receipt of proceeds.
  • · The Board also proposes an adjournment resolution to allow further solicitation if insufficient votes are obtained for the ownership limitation amendment.
  • · No appraisal rights are available for shareholders under the Companies Law or Articles of Association regarding this proposal.
GameSquare Holdings, Inc. DEF 14A mixed materiality 9/10

02-10-2026

GameSquare Holdings, Inc. is seeking stockholder approval at a Special Meeting to issue shares representing 30% of its outstanding common stock (plus up to 10% in earnout shares) to acquire substantially all assets of FanEngine Holdings Ltd., a move that would exceed Nasdaq's 20% issuance limit. The Board also proposes a new 2026 Stock Incentive Plan to address dilution and retain talent, but the company has not obtained an independent valuation of the acquired assets, raising fairness concerns. While the transaction is expected to advance the company's platform strategy, it will cause significant dilution to existing shareholders.

  • · Reverse stock split effected on August 24, 2026 at a ratio of 1-for-8.
  • · The Contribution Agreement was entered into on September 8, 2026.
  • · The Board did not request an independent third-party valuation report for the acquired assets.
  • · The 2024 Stock Incentive Plan expires on May 22, 2034.
  • · The 2026 Plan is intended to replace the Current Plan; no further awards will be granted under the Current Plan after approval.
  • · If the Issuance Proposal is not approved, the Transaction may not be consummated, and the company may forfeit strategic benefits.
  • · The Board unanimously recommends voting 'FOR' the Issuance Proposal.
Hyperliquid Strategies Inc DEF 14A neutral materiality 6/10

02-10-2026

Hyperliquid Strategies Inc filed a DEF 14A proxy statement for its 2026 annual meeting of stockholders to be held virtually on November 4, 2026. Stockholders will vote on four proposals: election of two Class I directors, approval of share issuance under the ChEF Purchase Agreement (potentially exceeding 19.99% of outstanding common stock), ratification of CBIZ CPAs P.C. as independent auditor for fiscal year ending June 30, 2027, and approval of adjournment if needed. The Board recommends a vote 'FOR' all proposals. As of the record date September 30, 2026, there were 278,271,288 shares outstanding.

  • · Annual meeting will be held virtually on November 4, 2026 at 1:00 p.m. Eastern time (login from 12:45 p.m.) via www.cstproxy.com/hypestrat/2026.
  • · Record date for voting is September 30, 2026.
  • · Proxies must be submitted by 11:59 p.m. Eastern time on November 3, 2026 if voting via Internet.
  • · The Director Election Proposal and Nasdaq Proposal are non-routine matters; broker non-votes will not count for those.
  • · The Auditor Ratification Proposal and Adjournment Proposal are routine matters.
  • · The proxy statement and annual report are available at www.cstproxy.com/hypestrat/2026.
Oaktree Acquisition Corp. III Life Sciences DEF 14A negative materiality 9/10

02-10-2026

Oaktree Acquisition Corp. III Life Sciences (OACCW) filed a DEF 14A proxy statement on October 2, 2026, seeking shareholder approval to extend the deadline to complete a business combination from October 25, 2026 to November 25, 2026, with the option for up to six additional monthly extensions through May 25, 2027. The company has approximately $206.3 million in trust ($10.75 per share), but the stock closed at $10.78 on October 1, 2026, meaning a redemption would yield about $0.03 less per share than an open-market sale. If the extension is not approved and no deal closes by the original deadline, the company will liquidate and dissolve, with warrants expiring worthless.

  • · Shareholder meeting scheduled for October 16, 2026 at 11:00 a.m. Eastern Time.
  • · Record date for voting is September 22, 2026.
  • · Extension Amendment Proposal requires a two-thirds (2/3) majority vote of shares cast.
  • · Adjournment Proposal requires a simple majority vote and will only be put forth if there are insufficient votes for the extension.
  • · If the extension is not approved and no business combination is completed by October 25, 2026, the company will liquidate, redeeming public shares from the trust account (less taxes and up to $100,000 for dissolution expenses), and warrants will expire worthless.
  • · Public shareholders may redeem their shares regardless of how they vote on the extension proposal.
  • · Redemption demand must be made in writing at least two business days prior to the shareholder meeting.
  • · The company reserves the right to postpone or cancel the shareholder meeting.
Chain Bridge I DEF 14A mixed materiality 8/10

02-10-2026

Chain Bridge I (CBRRF) is holding an Extraordinary General Meeting on November 2, 2026, to seek shareholder approval to extend its deadline to complete an initial business combination from November 15, 2026 to November 15, 2027. The company raised $230M in its November 2021 IPO and has already experienced significant shareholder redemptions—approximately $197.9M in May 2023 and $34.5M in February 2024—leaving a much smaller trust balance. While the board recommends approval to allow more time to pursue identified targets, the repeated extensions and large redemptions signal ongoing difficulty in consummating a deal.

  • · The company has identified several potential targets and begun discussions, but no definitive agreement has been reached.
  • · The existing termination date is November 15, 2026; the proposed extension would push it to November 15, 2027.
  • · The Adjournment Proposal is a fallback to allow further proxy solicitation if the Amendment Proposal lacks sufficient votes.
  • · Non-redemption agreements were entered in May 2023 with third parties to reduce redemptions at that time.
  • · The trust account funds are invested only in U.S. government securities or money market funds per the Investment Company Act.
Tax-Free Fixed Income Fund IV for Puerto Rico Residents, Inc. DEF 14A mixed materiality 8/10

02-10-2026

Tax-Free Fixed Income Fund II and IV for Puerto Rico Residents are soliciting shareholder approval to cease operations as investment companies and liquidate via a dividend distribution. The Boards recommend this after reviewing high expense ratios (1.55% and 1.69%) relative to net assets ($66.2M and $101.5M respectively), limited liquidity, and the lack of feasible strategic alternatives like a merger or conversion. The proposal follows a protracted governance dispute with Ocean Capital LLC, which culminated in a court ruling seating Ocean Capital's nominees and terminating the prior investment adviser (UBS).

  • · Special Meeting scheduled for November 12, 2026, at 10:00 AM ET, as a hybrid in-person/virtual meeting.
  • · Shareholders must pre-register by November 11, 2026 at 10:00 AM ET to attend virtually.
  • · The First Circuit Ruling on May 12, 2025, affirmed dismissal of TFFIF IV's claims against Ocean Capital, leading to certification of Ocean Capital's director nominees and Adviser Termination Proposals.
  • · TFFIF II's Adviser Termination Proposal was approved at its 2025 annual meeting on June 16, 2026; UBS termination date set at August 15, 2026.
  • · TFFIF II entered an interim advisory agreement with Atlas effective August 17, 2026, which may last until January 14, 2027.
  • · TFFIF IV entered an interim advisory agreement with Atlas effective July 20, 2025, and shareholders approved a new advisory agreement with Atlas through November 30, 2026.
  • · Approval of each proposal requires a 'vote of a majority of the outstanding voting securities' as defined under the 1940 Act.
  • · The Boards know of no other business to be presented; no additional business may be conducted beyond the Notice items.
XBiotech Inc. DEF 14A neutral materiality 3/10

02-10-2026

XBiotech Inc. filed its definitive proxy statement (DEF 14A) on October 2, 2026, for the 2026 Annual Meeting of Shareholders to be held virtually on November 24, 2026. Shareholders will vote on three proposals: election of five director nominees, ratification of Whitley Penn LLP as independent auditor for FY2026, and an advisory vote on executive compensation. As of the record date (September 25, 2026), there were 30,487,731 shares of common stock outstanding and entitled to vote.

  • · Annual Meeting will be held virtually at www.proxydocs.com/xbit on November 24, 2026 at 10:00 a.m. central time.
  • · Shareholders must register in advance by November 23, 2026 at 5:00 p.m. central time to attend.
  • · Deadline for shareholder proposals for next year's annual meeting is March 15, 2027.
  • · Board unanimously recommends voting 'For' all five director nominees, ratification of Whitley Penn LLP, and advisory approval of executive compensation.
  • · Brokers may vote uninstructed shares on Proposal 2 (ratification of auditor) but not on Proposals 1 (director election) or 3 (advisory vote on executive compensation).
JACK HENRY & ASSOCIATES INC DEF 14A positive materiality 7/10

02-10-2026

Jack Henry & Associates, Inc. filed a definitive proxy statement (DEF 14A) on October 2, 2026, for its 2026 Annual Meeting of Stockholders, with a record date of September 21, 2026. The company reported FY 2026 revenue of $2.54 billion, approximately 7,300 associates, and about 7,200 clients, while declaring $170 million in total dividends for FY 2026, marking 22 consecutive calendar years of increased dividends. The Board has approved reducing its size from ten to nine members, effective immediately prior to the Annual Meeting, and has nominated nine of the ten current directors for re-election.

  • · The Board has approved a decrease in its size from ten members to nine effective immediately prior to the Annual Meeting.
  • · Directors are limited to service on no more than three other public company boards.
  • · Directors are restricted from standing for reelection after they reach 72 years old, except in exceptional circumstances.
  • · Directors are limited to 12 total years of service for any director.
  • · The record date for the Annual Meeting is September 21, 2026.
  • · Proxy materials were made available on or about October 2, 2026.

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