US Executive Compensation Proxy SEC Filings — October 06, 2026

06-10-2026

Franklin Templeton ETF Trust filed a definitive proxy statement (DEF 14A) for a Special Meeting of shareholders of the Franklin Focused Dynamic Growth ETF to be held on November 18, 2026. The sole proposal is to amend the Fund's fundamental investment policy on industry concentration, allowing it to invest more than 25% of net assets in information technology related industries, whereas currently it cannot exceed 25% in any one industry. The Board unanimously recommends a vote FOR the proposal, and management does not anticipate material changes to the Fund's day-to-day management or risk/return profile.

• · Record date for voting is September 24, 2026.
• · Meeting will be held exclusively online via live webcast on November 18, 2026 at 11:00 a.m. Eastern time.
• · Shareholders may vote by proxy card, touch-tone telephone, or internet.
• · Proxy solicitor Sodali Fund Solutions can be reached at 1-800-710-6298 (10 a.m.-11 p.m. ET, Mon-Fri).
• · All Trustees except one are Independent Trustees under the 1940 Act.
• · Under the proposed policy, the Fund will continuously maintain more than 25% of its assets in information technology related industries under normal market conditions.
• · Management does not anticipate any material changes to the Fund's risk/return profile or day-to-day management.

06-10-2026

Swarmer, Inc. (Nasdaq: SWMR) is acquiring 100% of Ukrainian unmanned ground vehicle developer Ratel Robotics in a stock-and-cash deal, with an estimated $7.2 million cash at closing, 1,064,942 shares of Common Stock, and up to $7.2 million in cash earnout plus up to 4,422,125 earnout shares tied to 2026-2028 revenue and operating income targets. The transaction, approved by the Board, is subject to stockholder approval of the share issuance and other conditions, with the Special Meeting scheduled for November 2, 2026. However, the acquisition involves significant earnout volatility and a six-month lock-up on stock consideration, and the company has not yet finalized the acquisition accounting.

• · The Earnout liability is classified under ASC Topic 480 and ASC Subtopic 815-40, with remeasurement at fair value each reporting period, potentially causing significant volatility in earnings.
• · The Purchase Agreement includes a catch-up mechanism allowing reallocation of revenue and operating income among earnout periods.
• · If Ostapchuk is terminated without Cause or resigns for Good Reason, the maximum Earnout Consideration for each not-yet-determined earnout period becomes payable in full.
• · The Company expects to finalize acquisition accounting within twelve months following Closing, and final amounts could differ materially from preliminary pro forma figures.
• · The Acquisition is conditioned on approval from the AMC (Ukrainian competition authority) if required, and the absence of any order making the transaction illegal.
• · The Special Meeting will be held virtually on November 2, 2026 at 10:00 a.m. Eastern Time, with the Record Date of September 11, 2026.

06-10-2026

Avnet Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting, detailing director compensation, committee structures, and governance practices. Non-employee directors receive a $110,000 cash retainer and $200,000 in equity, with additional retainers for committee chairs. All directors standing for reelection attended at least 83% of board and committee meetings in fiscal 2026, and all directors attended the 2025 annual meeting.

• · Audit Committee authorized to approve borrowings up to $500M.
• · Related person transactions of $120,000 or more per year require Audit Committee review and approval.
• · Three Audit Committee members qualify as 'audit committee financial experts' under SEC rules: Virginia L. Henkels, Oleg Khaykin, and Ernest E. Maddock.
• · Compensation and Leadership Development Committee retained Meridian Compensation Partners as independent compensation consultant for fiscal 2026.
• · Director compensation changes were approved effective January 2026 based on a benchmarking study by Meridian.
• · Non-employee directors may defer equity compensation into phantom stock units under the Avnet Deferred Compensation Plan for Outside Directors.
• · All directors attended the 2025 Annual Meeting of Shareholders held on November 21, 2025.
• · The Board held four regular quarterly meetings in fiscal 2026, with independent directors meeting separately in executive session at each.

06-10-2026

Pro-Dex, Inc. filed its definitive proxy statement for the 2026 Annual Meeting of Shareholders, scheduled for November 19, 2026. The company reported a 16% year-over-year increase in sales, signed a three-year contract extension with its largest customer, and completed the acquisition of Advanced Precision Machining. However, the filing also notes ongoing reliance on a small number of customers and the need for continued growth investments.

• · Annual meeting to be held on November 19, 2026, at 9:30 a.m. Pacific Standard Time at headquarters in Irvine, California.
• · Record date for shareholders is September 22, 2026.
• · Proxy materials were mailed on or about October 9, 2026.
• · Proposals include election of seven directors, ratification of Baker Tilly US, LLP as independent auditor for fiscal year ending June 30, 2027, and advisory vote on executive compensation.
• · Company expects shipments of Monogram/Zimmer Biomet products this fiscal year.
• · Company is actively seeking acquisition opportunities to grow and diversify.

06-10-2026

Intapp, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders, to be held virtually on November 17, 2026. The meeting will include the election of two Class III directors (Martin Fichtner and John Hall), ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2027, and an advisory vote on named executive officer compensation (Say-on-Pay). The board recommends a 'For' vote on all three proposals.

• · The annual meeting will be a completely virtual meeting via audio webcast; no physical location.
• · Record date for voting is September 22, 2026.
• · Proxies must be received by 11:59 p.m. Eastern Time on November 16, 2026.
• · Broker non-votes are expected on Proposals 1 and 3 (non-routine); Proposal 2 (auditor ratification) is routine and brokers may vote discretionary.
• · The board knows of no other matters to be presented at the meeting.

06-10-2026

Sandisk Corp filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders to be held virtually on November 17, 2026. The company reported record revenue of $20.25 billion, up 175% year-over-year, driven by AI demand for high-performance flash storage, and achieved a zero-debt balance sheet by year-end. However, the filing notes risks including adverse global economic conditions, pricing volatility, and supply chain disruptions that could impact future performance.

• · The company achieved a net cash milestone ahead of plan and reached a zero-debt balance sheet by year-end.
• · The Board appointed Alexander Bradley in December 2025, bringing operational finance expertise.
• · The annual meeting will be a completely virtual meeting on November 17, 2026, with online check-in beginning at 7:45 a.m. Pacific Time.
• · Stockholders of record as of September 21, 2026 are entitled to vote.
• · Proposals include election of eight director nominees, advisory vote on executive compensation, and ratification of KPMG LLP as auditor for fiscal 2027.

06-10-2026

Oncolytics Biotech Inc. filed its definitive proxy statement (DEF 14A) for the 2026 annual meeting, detailing director and executive compensation for fiscal 2025. The company adopted a clawback policy and an anti-hedging/anti-pledging policy, and transitioned from IFRS to U.S. GAAP. Non-employee directors received retainers and option grants, while the Audit Committee recommended the audited financial statements for filing.

• · The company transitioned from International Financial Reporting Standards (IFRS) to U.S. GAAP during fiscal 2025.
• · The Audit Committee concluded that Ernst & Young LLP is independent from the company.
• · Mr. Pisano received no compensation for serving as Board Chair from January 1, 2025 to June 11, 2025; his compensation was solely for his role as Interim CEO.
• · In the first and second quarters of 2025, fully-vested shares were issued to directors in lieu of quarterly cash fees.
• · Stephen Glover was appointed to the Board on June 2, 2026.
• · The company's Insider Trading Policy prohibits all directors, officers, and employees from hedging and prohibits directors and executive officers from pledging company securities.

06-10-2026

Cracker Barrel Old Country Store, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Shareholders, scheduled to be held virtually on November 19, 2026. Shareholders will vote on the election of nine directors, an advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor for fiscal 2027, and a shareholder proposal. The Board recommends a vote FOR all management proposals and AGAINST the shareholder proposal.

• · The Annual Meeting will be held virtually on November 19, 2026, at 10:00 a.m. Central Time.
• · Shareholders must register in advance by November 18, 2026, at 10:00 a.m. Central Time to attend.
• · Questions for the meeting must be submitted by email to [email protected] by November 5, 2026.
• · The record date for voting is September 28, 2026.
• · The company uses 'householding' to deliver a single copy of proxy materials to shareholders sharing an address.
• · Voting results will be disclosed in a Form 8-K filed within four business days after the meeting.

06-10-2026

K&F Growth Acquisition Corp. II is seeking shareholder approval to extend its business combination deadline from November 6, 2026 to an Extended Date, as the Board believes it will not have sufficient time to complete a deal by the current deadline. The company faces significant risk of forced liquidation if the extension is not approved, and the trust account holds approximately $308,107,083 as of October 5, 2026, with a redemption price of about $10.716 per share. The proposal requires a two-thirds majority vote, and shareholders may redeem their shares at the redemption price, which is slightly above the recent market price of $10.68.

• · The Company has until November 6, 2026 (21 months after IPO) to complete a Business Combination.
• · The Board believes there will not be sufficient time to consummate a Business Combination before the end of the Combination Period without the Extension.
• · If the Extension is not approved, the Company will be forced to liquidate, and Public Shareholders will receive a pro rata share of the Trust Account, with no redemption rights for rights, which will expire worthless.
• · The Sponsor and officers/directors will not receive any monies from the Trust Account in the event of liquidation.
• · The Extension Amendment Proposal requires a special resolution (two-thirds majority) under Cayman Islands law.
• · The Auditor Ratification Proposal and Adjournment Proposal require a simple majority.
• · The Record Date for the Extraordinary General Meeting is October 8, 2026.
• · The Extraordinary General Meeting is scheduled for November 3, 2026.
• · Redemption requests must be submitted by 5:00 p.m. Eastern Time on October 30, 2026.
• · The Company cannot assure shareholders of sufficient liquidity to sell Public Shares in the open market.
• · If the Extension is approved, the Board retains the right to liquidate the Company at any time prior to the Extended Date.

06-10-2026

Daré Bioscience is holding a special meeting to obtain stockholder approval for the potential issuance of up to 8,934,345 shares of common stock underlying warrants issued in an August 2026 financing, required under Nasdaq's 20% Rule. The financing raised approximately $6.0 million through a registered direct offering and private placement, with warrants exercisable at $1.37 per share. The company must hold the meeting by November 15, 2026, and if approval is not obtained, it must call meetings every 60 days until approval is secured.

• · Warrants have exercise prices of $1.37 per share (common warrants) and $2.1235 per share (placement agent warrants).
• · Series A warrants expire 5 years from stockholder approval; Series B warrants expire 2 years from approval; placement agent warrants expire on August 14, 2031.
• · Beneficial ownership limitation of 4.99% (or 9.99% for electing holders) applies to warrant exercise.
• · Registration statement for resale of warrant shares was declared effective on September 3, 2026.
• · Stockholder proposals for 2027 annual meeting must be received by December 29, 2026 for inclusion in proxy materials.
• · Director nominations for 2027 annual meeting must be received between February 11, 2027 and March 13, 2027.
• · The company will instruct the inspector of elections to subtract votes from investors in the registered direct offering if they vote in favor of the proposal.
• · If approval is not obtained at the special meeting, the company must call a meeting every 60 days until approval is obtained.

06-10-2026

Donaldson Company, Inc. filed its definitive proxy statement (DEF 14A) on October 6, 2026, for the 2026 Annual Meeting of Stockholders to be held virtually on November 20, 2026. The meeting will include the election of four directors (including one new nominee, Simon A. Meester), a non-binding advisory vote on named executive officer compensation, and ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal 2027. The Board unanimously recommends a 'FOR' vote on all proposals.

• · Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/DCI2026 on November 20, 2026 at 1:00 p.m. CST.
• · Record date for voting is September 21, 2026.
• · Directors are elected for three-year terms with approximately one-third elected each year.
• · Proposal 2 (Say-on-Pay) is a non-binding advisory vote; Proposal 3 (auditor ratification) requires an affirmative vote of a majority of shares entitled to vote and represented at the meeting.

06-10-2026

Lumentum Holdings Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders, to be held virtually on November 18, 2026. The filing highlights a landmark fiscal year 2026 with record financial performance, including Q4 revenue surpassing $1 billion (nearly double the prior record) and eight consecutive quarters of top-line growth. However, the proxy also includes standard advisory votes on executive compensation and auditor ratification, and the company faces the challenge of sustaining its rapid growth trajectory amid evolving AI infrastructure demands.

• · Fiscal year 2026 was a landmark year with record shipments of high-speed transceivers, transport products, and laser chips.
• · Production of next-generation 1.6T modules has started, with an early market advantage in signal integrity.
• · Ultra-high-power laser portfolio supports emerging CPO and NPO architectures, eliminating the need for a digital signal processor (DSP).
• · Manufacturing execution includes expanded wafer capacity across global indium phosphide fab footprint and qualification of CW and EML process flows.
• · The company achieved its gross margin target early and drove significant operating margin expansion.
• · First quarter of FY2027 revenue guidance points to continued triple-digit year-over-year growth.
• · The board recommends voting FOR all eight director nominees, FOR the advisory vote on executive compensation, and FOR ratification of Deloitte & Touche LLP as auditor.
• · Record date for the annual meeting is September 24, 2026.