US Executive Compensation Proxy SEC Filings — October 09, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

22 high priority 22 total filings analysed

Executive Summary

This digest covers 22 DEF 14A and DEFM14A filings for the 'Executive Compensation Insights' stream, centered on annual proxy statements, governance, and shareholder proposals. The filings are dominated by routine governance mechanics (director elections, auditor ratification, say-on-pay votes), with very few supplied with quantitative period-over-period financial data. The most substantive financial disclosures come from Coherent Corp.

(record FY2026 revenue of $7.12B, up 22.5% YoY, GAAP gross margin up 233 bps to 37.5%), Sezzle (2025 net income $133.1M, up 70% YoY), and Performance Food Group (qualitative growth claims with no specific figures). The highest-materiality situations are corporate-action votes rather than compensation items: XWELL's airport-business sale with an unquantified arbitration exposure, and Newbury Street II's SPAC extension where post-redemption trust balances may fall far below the ~$186.9M held. Shareholder-dilution and capital-structure proposals (Envirotech's reverse split and preferred conversion, International Battery Metals' up-to-1-for-50 consolidation, Solidion's 975,000-share plan increase) cluster as a theme. Executive compensation disclosure is largely absent from the excerpts, which limits direct pay analysis and insider-activity signals. Overall, the stream's information content is thin, so the most actionable items are the time-sensitive votes and redemption deadlines.

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 October 01, 2026.

Investment Signals (10)

  • ▲

    Record FY2026 revenue of $7.12B (up 22.5% YoY), GAAP gross margin up 233 bps to 37.5%, GAAP EPS $4.12 (up $4.64); joined S&P 500 effective March 23, 2026

  • ▲

    2025 net income $133.1M (up 70% YoY), $209.9M operating cash flow, 6-for-1 stock split; pursuing national bank charter subject to approval

  • Management reports net sales, gross profit and adjusted EBITDA growth plus share gains across all three segments, though no quantified figures provided; CEO transition to Scott McPherson effective January 2026

  • Extension vote for Fort Robotics merger pending; estimated $10.833 redemption value versus $10.82 close on Oct 7, 2026, with post-redemption trust potentially 'significantly lower' than ~$186.9M

  • ▲

    Airport-business sale for $13.0M base ($30.1M total value, $27.4M net of escrow); Roth fairness opinion expressly excludes arbitration exposure and the American Ventures arrangement

  • Envirotech Vehicles (Azio AI Holdings) (BEARISH)
    ▲

    Proposals include a 1-for-15 to 1-for-30 reverse split and Nasdaq approval for common issuance on Series A Preferred conversion, signaling dilution risk; filing references a pending transaction

  • International Battery Metals (IBAT) (BEARISH)
    ▲

    Up-to-1-for-50 share consolidation, creation of preferred shares, and continuance from BC to Ontario, with no reported financial figures

  • Modern Capital Tactical Income Fund (BULLISH)
    ▲

    Reorganization into Trailmark Series Trust with unchanged adviser and strategy; adviser bears all costs, tax-free treatment expected

  • Estimated NAV of $24.70 per share on 33.66M shares outstanding; minor internal inconsistencies in share count and NAV date noted

  • Vote on AB 2026 Long Term Incentive Plan on 92.14M units; quorum excludes parent Equitable Holdings' units, a governance nuance

Risk Flags (9)

  • Without a February 4, 2027 extension, the SPAC could liquidate; redemption deadline October 26, 2026 with trust balance potentially well below $186.9M

  • Unquantified arbitration award involving Cordial Endeavor Concessions; Roth's opinion excludes any view on resulting claims or damages

  • Roth assigned de minimis value to retained non-airport operations and the company will retain net proceeds rather than distribute them, while the consideration split with XpresTest RSA holders is unaddressed

  • Preferred conversion and reverse-split proposals (1-for-15 to 1-for-30) point to meaningful share-count dilution and Nasdaq listing-compliance pressure

  • Reverse split of up to 1-for-50 combined with new preferred share authority and advance-notice amendments reduces shareholder protections

  • Filing contains internal inconsistencies (common share count 33,661,985.881 vs .882; NAV date August 31 vs September 1, 2026), warranting verification of reported NAV

  • 975,000-share increase to the 2023 Equity Incentive Plan and redomestication from Delaware to Texas, with no financial results disclosed to assess dilution against performance

  • Growth claims made without specific percentages or dollar figures, limiting verifiability of the positive narrative; ongoing integration of Cheney Brothers, José Santiago, Cash-Wa and Natco adds execution risk

  • Bloomia Holdings/Entity Identification [LOW RISK]
    ▼

    Filing is issued by Bloomia Holdings although the request references LENDWAY (LDWY); the ticker-to-issuer mismatch should be verified before relying on it

Opportunities (8)

  • S&P 500 inclusion (March 2026) plus 22.5% revenue growth and 233 bps margin expansion; shareholder say-on-pay and auditor vote on the 2026 proxy are near-term governance events

  • Pursuing a national bank charter after 70% net income growth and a 6-for-1 split; virtual annual meeting November 19, 2026 at 2:00 PM ET

  • Redemption value ~$10.833 versus $10.82 market price implies a small, time-bound spread for holders tendering by October 26, 2026, though post-redemption outcome is uncertain

  • $27.4M net of escrow against a sale process with a November-referenced shareholder vote; event-driven value depends on resolving the arbitration overhang

  • Three-year plan targeting revenue growth, gross margin expansion, operating leverage and procurement savings, with an Executive Chair focused on M&A relationships

  • Modern Capital Tactical Income Fund/Expense Reduction (OPPORTUNITY)
    ◆

    Reorganization into Trailmark Series Trust promises lower long-term expenses with costs borne by the adviser, a shareholder-favorable structure ahead of the November 2, 2026 vote

  • 2026 LTIP approval vote on November 18, 2026 could strengthen management alignment at a managed-asset manager with 92.14M units outstanding

  • Full redemption of auction preferred shares by September 15, 2026 reduces leverage cost structure; trustee election November 2, 2026

Sector Themes (6)

  • Corporate-Action Votes Dominate Proxy Season
    ◆

    Of 22 filings, at least 7 seek approval of non-routine corporate actions (XWELL asset sale, Newbury Street SPAC extension, Envirotech reverse split and preferred conversion, IBAT consolidation and continuance, BCB Bancorp redomestication, Solidion redomestication, Modern Capital reorganization), signaling elevated restructuring activity in small-cap and SPAC-adjacent issuers [implication: heightened event-driven opportunity and dilution risk]

  • Dilution and Share-Count Management
    ◆

    Reverse-split ratios up to 1-for-50 (IBAT) and 1-for-15 to 1-for-30 (Envirotech), plus equity-plan increases (Solidion 975,000 shares; LSI 2026 Incentive Award Plan; Elicio/Radiant equity governance), reflect capital-structure stress among micro-cap names [implication: scrutinize per-share economics and listing compliance]

  • Governance Modernization and Reincorporation
    ◆

    Redomestication from Delaware to Texas (Solidion) and New Jersey to Delaware (BCB Bancorp), plus IBAT's BC-to-Ontario continuance, reflect a trend toward jurisdictions aligned with prevailing public-company practice [implication: reincorporation activity is a low-cost governance signal to monitor]

  • Limited Quantitative Disclosure in Proxy Excerpts
    ◆

    12 of 22 filings contain no financial performance data, and several (Performance Food, Coherent-adjacent claims) rely on qualitative growth language; with only 4 filings reporting explicit YoY figures, cross-company period comparison is constrained [implication: rely on 10-K/10-Q filings for quantitative validation]

  • Say-on-Pay and Director Accountability Mechanics
    ◆

    Coherent's director conditional-resignation policy, Radiant's majority-voting resignation policy, and Say-on-Pay frequency votes (MVST recommending 1-year; FG Nexus including frequency vote) show convergence toward annual, accountable pay governance [implication: positive for shareholder-alignment; watch frequency-vote outcomes]

  • Virtual-Only Meeting Format
    ◆

    Most filings (Microvast, Solidion, Elicio, Sezzle, Envirotech, FG Nexus, Antares, LSI, Provident, AllianceBernstein, Eaton Vance) hold meetings solely virtually, with quorum and listen-only rules creating participation friction [implication: low-cost meeting structures favored by small caps and funds]

Watch List (8)

  • Extension vote October 28, 2026; tender deadline October 26, 2026; post-redemption trust balance and Fort Robotics merger closing before February 4, 2027

  • Shareholder vote on airport-business sale and resolution of Cordial Endeavor arbitration exposure; watch for disclosure of quantified damages

  • Envirotech Vehicles (Azio AI)
    👁

    November 2, 2026 annual meeting votes on reverse split (1-for-15 to 1-for-30) and Series A Preferred conversion; Nasdaq compliance status

  • Annual meeting vote on director elections and say-on-pay; monitor conditional-resignation policy outcomes and FY2027 guidance following S&P 500 inclusion

  • November 19, 2026 annual meeting at 2:00 PM ET; national bank charter approval progress and subscriber trend normalization after On-Demand de-emphasis

  • International Battery Metals (IBAT)
    👁

    November 20, 2026 vote on up-to-1-for-50 share consolidation, preferred share creation and BC-to-Ontario continuance; paper-copy request deadline November 10, 2026

  • Integration progress on Cheney Brothers, José Santiago, Cash-Wa and Natco, and quantified disclosure of growth claims in forthcoming filings

  • November 13, 2026 trustee vote; reconcile share count and NAV date discrepancies flagged in the filing

Filing Analyses (22)
TCW FUNDS INC DEF 14A neutral materiality 4/10

09-10-2026

TCW Funds, Inc. has filed a definitive proxy statement asking shareholders of TCW Concentrated Large Cap Growth Fund to approve reclassifying the Fund from 'diversified' to 'non-diversified' under the Investment Company Act of 1940. The Board unanimously recommends a FOR vote, arguing it gives TCW greater flexibility to manage concentrated positions in the largest index constituents, while the Fund's investment objective, strategy, and other policies remain unchanged. The special meeting is scheduled for December 9, 2026, with a record date of October 2, 2026.

  • · Meeting date is December 9, 2026 at 8:00 a.m. Pacific Daylight Time; votes must be received by EQ Fund Solutions by 9:00 a.m. Eastern Time on that date
  • · Record date for shareholder eligibility is October 2, 2026
  • · Fund's investment objective, strategy, and other investment policies will remain unchanged under the proposal
  • · Fund technically remains diversified and is not required to sell positions that grew through market appreciation, but cannot add to them until compliant
  • · TCW states it is currently limited to reducing concentrated positions and cannot freely adjust them up or down relative to the Index
  • · Proxy solicitation is being conducted by third-party firm EQ Fund Solutions, which may follow up with shareholders who have not yet voted
  • · Non-diversified funds remain subject to tax diversification requirements under the Internal Revenue Code
  • · Proposal is a single-item vote; the only other agenda item is transacting any other business properly brought before the meeting
Microvast Holdings, Inc. DEF 14A neutral materiality 3/10

09-10-2026

Microvast Holdings, Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders, to be held virtually on November 30, 2026 at 9:00 a.m. Central Time. Stockholders will vote on electing one Class II director nominee for a three-year term, ratifying Deloitte Touche Tohmatsu Certified Public Accountants LLP as auditor for fiscal 2026, an advisory Say-on-Pay vote on executive compensation, and an advisory vote on Say-on-Pay frequency, with the Board recommending "1 YEAR" for frequency. The filing reports 385,921,813 shares of common stock outstanding as of the Record Date and approximately 86 stockholders of record.

  • · Common stock trades on the Nasdaq Capital Market under the ticker MVST
  • · Annual Report for fiscal year ended December 31, 2025 was filed with the SEC on March 16, 2026
  • · Director election is by plurality vote; abstentions and broker non-votes have no effect on Proposal No. 1
  • · Meeting is virtual only at www.virtualshareholdermeeting.com/MVST2026; proxies must be received by 11:59 p.m. Eastern Time the day before the meeting
  • · Company is a Delaware corporation headquartered at 2929 Briarpark Drive, Suite 400, Houston, Texas 77042
  • · Proposal No. 2 vote details were cut off in the provided excerpt; remaining filing content not reviewed
Performance Food Group Co DEF 14A positive materiality 5/10

09-10-2026

Performance Food Group's definitive 2026 proxy statement (DEF 14A) highlights a CEO transition in January 2026, with Scott McPherson succeeding George Holm, who became Executive Chair. Management reports net sales, gross profit, and adjusted EBITDA growth for fiscal 2026, alongside market share gains across all three operating segments, though the filing provides no specific growth percentages or dollar figures. The filing also notes ongoing integration of Cheney Brothers and José Santiago and the acquisitions of Cash-Wa and Natco.

  • · CEO transition effective January 2026: Scott McPherson assumed CEO role as George Holm moved to Executive Chair
  • · Holm's Executive Chair role focuses on customer, supplier, and potential M&A partner relationships
  • · Three-year strategic roadmap from 2025 Investor Day covers revenue growth, market share gains, gross margin expansion, operating leverage, procurement savings, capital allocation, and continued M&A
  • · PFG One initiative has produced market share gains in all three operating segments (Foodservice, Convenience, Specialty)
  • · Cash-Wa acquisition expanded Foodservice footprint into underpenetrated Midwest markets
  • · Natco added as a specialty meat distributor in the Southeast
  • · Autonomous warehouse systems tested to improve efficiency and associate safety
XWELL, Inc. DEF 14A mixed materiality 8/10

08-10-2026

XWELL, Inc. filed a DEF 14A proxy statement seeking stockholder approval of the sale of its airport-based business under a Purchase Agreement, with a base purchase price of $13.0M on a cash-free, debt-free basis and total value to XWELL of $30.1M (or $27.4M net of escrow). Financial advisor Roth delivered a fairness opinion to the Board, but expressed no view on whether the Company should proceed, the use of proceeds, or any distributions to stockholders, and the opinion does not address a possible transaction with American Ventures LLC and its related support and voting arrangements. The filing also flags unquantified contingent exposure from an arbitration award involving Cordial Endeavor Concessions.

  • · Roth assumed the retained non-airport health and wellness retail and Naples Wax operations have de minimis value, and the Company's cash and net sale proceeds are to be retained for general corporate purposes rather than distributed to stockholders
  • · Roth's opinion expressly excludes any view on the arbitration award involving Cordial Endeavor Concessions and any resulting claims or damages
  • · Roth's opinion does not address the allocation of consideration between the Company and holders of XpresTest RSAs
  • · Financial analyses use market data as of July 2, 2026, and DCF uses six-year projections for fiscal 2026 through 2031 with a terminal revenue exit multiple range of 0.4x to 1.4x
  • · Roth assumed no closing cash, indebtedness, working capital, or transaction expense adjustments and full release of escrowed amounts
Solidion Technology Inc. DEF 14A neutral materiality 5/10

08-10-2026

Solidion Technology Inc. (formerly Nubia Brand International Corp.) filed a definitive proxy statement for its 2026 Annual Meeting of Stockholders, to be held virtually on November 18, 2026 at 11:00 a.m. Central Time, with a record date of September 28, 2026. Stockholders will vote on electing three Class I directors, ratifying CBIZ CPAs P.C. as auditor for fiscal 2026, approving a 975,000-share increase to the 2023 Equity Incentive Plan, and approving a redomestication from Delaware to Texas. The excerpt contains no financial results, so no period-over-period performance data is reported.

  • · Annual meeting is on November 18, 2026 at 11:00 a.m. Central Time, held solely virtually at www.virtualshareholdermeeting.com/STI2026
  • · Record date is September 28, 2026; only stockholders of record at close of business that date may vote
  • · Proxy materials were made available on or about October 7, 2026
  • · Proposal 4 would convert the company from a Delaware corporation to a Texas entity via a Plan of Conversion (Appendix C), with a Certificate of Formation (Appendix D) and Bylaws (Appendix E) attached
  • · Company was incorporated in Delaware on June 14, 2021 as a SPAC; IPO closed March 14, 2022; business combination with Honeycomb Battery Company closed February 2, 2024
  • · Headquarters in Dallas, Texas; R&D and manufacturing operations in Dayton, Ohio
  • · Proposed auditor ratification covers fiscal year ending December 31, 2026
Modern Capital Funds Trust DEFM14A neutral materiality 5/10

08-10-2026

Modern Capital Funds Trust has filed a definitive proxy statement (DEFM14A) soliciting shareholders of its Modern Capital Tactical Income Fund to approve an Agreement and Plan of Reorganization that would move the fund into a newly created series of Trailmark Series Trust, with the same investment adviser, objective, strategies, and portfolio manager. The stated rationale is operational efficiency and potentially lower expenses over time, with the Adviser and/or Administrator bearing all reorganization costs even if shareholders reject the plan. The special meeting is scheduled for November 2, 2026, and the board recommends a vote FOR the proposal.

  • · Special Meeting of Shareholders to be held telephonically at 10:00 a.m. ET on November 2, 2026
  • · Record date for voting is August 31, 2026
  • · Reorganization is expected to be tax-free for federal income tax purposes, with no gain or loss expected to be recognized by the fund or its shareholders
  • · Existing shares are to be exchanged one-for-one in value for New Fund shares in full liquidation and termination of the Existing Fund
  • · The New Fund will have a different board of trustees and different officers, though third-party service providers (fund accounting/administration/transfer agent, distributor, custodian, legal counsel, auditor) are unchanged
  • · If shareholders do not approve, the MCFT board will consider further actions, which may include continuation or liquidation of the Existing Fund
  • · Shareholders may redeem their Existing Fund shares before the reorganization date if they do not wish to receive New Fund shares
  • · Proxy solicitation contact phone number is 216-329-4271; the proxy statement states the Adviser expects no increase in fund fees or expenses from the reorganization
  • · Filing fee: no fee required
LENDWAY, INC. DEF 14A neutral materiality 3/10

09-10-2026

Bloomia Holdings, Inc. (Nasdaq; the filing references LENDWAY, INC. (LDWY) in the request, but the document is issued by Bloomia Holdings, Inc., Minneapolis, MN) has filed a definitive DEF 14A proxy statement for its Annual Meeting of Stockholders on November 23, 2026. Stockholders will vote on electing six directors, a non-binding Say on Pay advisory vote, and ratification of Boulay PLLP as independent auditor for the fiscal year ending June 30, 2027. The filing reports 4,830,965 shares outstanding as of the September 28, 2026 record date and notes the company's transition to a June 30 fiscal year-end.

  • · Annual Meeting scheduled for Monday, November 23, 2026 at 1:00 p.m. Central Time at 5000 West 36th Street, Minneapolis, MN; attendance limited to stockholders
  • · Board recommends FOR all three proposals: election of six directors, Say on Pay, and auditor ratification
  • · Director elections require a plurality vote; abstentions and broker non-votes do not affect the outcome
  • · Say on Pay and auditor ratification require a majority vote; abstentions count as AGAINST Say on Pay and as AGAINST auditor ratification, and broker non-votes on auditor ratification are treated the same way
  • · Brokers cannot vote uninstructed shares on director elections or Say on Pay, but may vote on auditor ratification
  • · Quorum is a majority of voting power of shares entitled to vote, under Delaware law and Bylaws
  • · Notice of Internet Availability mailed on or about October 9, 2026; Annual Report is for the fiscal year ended June 30, 2026, following a prior Transition Report on Form 10-KT
  • · Company is a Delaware corporation with executive co-CEOs jointly signing the notice; transfer agent is EQ Shareowner Services
COHERENT CORP. DEF 14A positive materiality 6/10

09-10-2026

Coherent Corp.'s 2026 proxy statement, dated October 9, 2026, asks shareholders to elect four Class Three directors (Joseph J. Corasanti, Patricia Hatter, Stephen A. Skaggs, Sandeep Vij), approve on a non-binding basis fiscal 2026 named executive officer compensation, and ratify Ernst & Young LLP as independent auditor for fiscal 2027. The filing highlights record fiscal 2026 revenue of $7.12 billion (up 22.5% YoY), a 233 basis point GAAP gross margin expansion to 37.5%, and GAAP EPS of $4.12 (up $4.64). The filing does not disclose any balance-sheet or quarterly declines, and its highlights are largely positive, so the sentiment is positive with limited balanced disclosure in the excerpt provided.

  • · Board adopted a director conditional resignation policy: nominees who receive more AGAINST than FOR votes must tender resignation, with Board decision disclosed within 90 days of certification.
  • · Coherent joined the S&P 500 Index effective March 23, 2026.
  • · Named to Forbes 2026 America's Best Companies list.
  • · Coherent broke ground on the Sherman, Texas indium phosphide facility expansion to meet AI infrastructure demand.
  • · Board is divided into three classes; Class Three term expires at the 2026 Annual Meeting.
BCB BANCORP INC DEF 14A neutral materiality 4/10

09-10-2026

BCB Bancorp, Inc. has filed a definitive proxy statement for a virtual special meeting of shareholders on November 18, 2026, seeking approval to reincorporate from New Jersey to Delaware via a merger into a newly formed Delaware corporation (BCB Delaware), with one-for-one conversion of common and preferred shares. The Board recommends voting FOR the reincorporation and FOR an adjournment proposal, citing alignment with prevailing public-company governance practices. The filing does not disclose financial results, and no mixed performance metrics are reported.

  • · Record date for voting is October 1, 2026
  • · Document requests must be made by November 11, 2026 to receive materials before the meeting
  • · A majority of common stock must be represented in person or by proxy to constitute a quorum
  • · Each common share converts into one share of BCB Delaware common stock and each preferred series converts into the corresponding series of identical terms
  • · Proxy statement is dated and first mailed on or about October 9, 2026
Home Federal Bancorp, Inc. of Louisiana DEF 14A neutral materiality 2/10

09-10-2026

Home Federal Bancorp, Inc. of Louisiana filed its definitive DEF 14A proxy statement dated October 9, 2026 for an annual shareholder meeting on November 18, 2026 at 624 Market Street, Shreveport, Louisiana. Shareholders will vote on electing two directors to three-year terms expiring in 2029 (nominees Mark M. Harrison and Timothy W. Wilhite) and ratifying Carr, Riggs & Ingram, LLC as the independent registered public accounting firm for fiscal year ending June 30, 2027. The filing is administrative in nature and contains no financial results, deal activity, or regulatory actions in the excerpt provided.

  • · Record date is September 21, 2026; annual meeting is Wednesday, November 18, 2026 at 10:00 a.m. Central Time
  • · Employee plan voting instructions (Savings and Profit Sharing Plan and ESOP) must be received by 11:59 p.m. Eastern Time on November 12, 2026
  • · Board recommends FOR both director nominees and FOR ratification of Carr, Riggs & Ingram, LLC
  • · Broker non-votes will not affect the outcome of either proposal; cumulative voting is not permitted
  • · Proxy materials and 2026 Annual Report (including Form 10-K) are available at www.proxyvote.com and www.hfb.bank/investors
Elicio Therapeutics, Inc. DEF 14A neutral materiality 3/10

09-10-2026

Elicio Therapeutics, Inc. (ELTX) filed its definitive DEF 14A proxy statement on October 9, 2026 for its virtual Annual Meeting of Stockholders on November 12, 2026 at 10:30 a.m. ET. Stockholders will vote on electing three Board nominees (Julian Adams, Ph.D., Jay Venkatesan, M.D., and Carol Ashe) to terms ending at the 2029 Annual Meeting, and on ratifying Baker Tilly US, LLP as the independent registered public accounting firm for fiscal 2026. The filing contains no financial results, so no period-over-period performance comparison is available.

  • · Meeting is held virtually only, at www.virtualshareholdermeeting.com/ELTX2026; stockholders may log in from 10:15 a.m. ET
  • · Director elections require a plurality of votes cast; auditor ratification requires a majority of votes cast, with abstentions and broker non-votes having no effect
  • · The FY2025 Form 10-K was filed March 12, 2026, and amended by Form 10-K/A on April 29, 2026
  • · Proxy materials were first made available to stockholders on or about October 9, 2026
  • · Board recommends voting FOR each director nominee and FOR the auditor ratification
RADIANT LOGISTICS, INC DEF 14A neutral materiality 3/10

09-10-2026

Radiant Logistics, Inc. (RLGT) filed its 2026 DEF 14A proxy statement on October 9, 2026, calling its Annual Meeting of Stockholders for November 16, 2026 in Renton, Washington. Stockholders will vote on electing four directors (Bohn H. Crain, Michael Gould, Kristin E. Toth, Richard P. Palmieri), ratifying Baker Tilly US, LLP as auditor for fiscal year ending June 30, 2027, and an advisory vote on executive compensation. The board recommends FOR on all proposals.

  • · Record date for voting is September 29, 2026
  • · Company has no poison pill and a single class of stock
  • · Governance features include annual director elections, majority voting with director resignation policy, double-trigger change-of-control provisions, and a clawback policy
  • · Hedging, pledging, short sales, and stock option repricing are prohibited for certain employees including NEOs
  • · Proxy materials and the 2026 Annual Report (Form 10-K for year ended June 30, 2026) are available at www.proxyvote.com
Newbury Street II Acquisition Corp DEF 14A mixed materiality 7/10

09-10-2026

Newbury Street II Acquisition Corp (NTWOU), a Cayman Islands SPAC, filed a definitive proxy for an extraordinary general meeting on October 28, 2026 seeking shareholder approval to extend its deadline to complete a business combination from November 4, 2026 to February 4, 2027, to allow time to close the pending Fort Robotics merger. The Company cautions that the trust balance after redemptions may be significantly lower than the approximately $186,877,506 held as of October 7, 2026, and that without an extension it could be forced to liquidate.

  • · Extension Amendment would move the business combination deadline from November 4, 2026 to February 4, 2027, with the Board able to liquidate at any time before that date.
  • · Public Shareholders must tender shares by October 26, 2026 (two business days before the meeting) to elect redemption, which is available regardless of how they vote.
  • · Estimated redemption value of about $10.833 per Public Share versus a $10.82 closing price on October 7, 2026, with the actual post-redemption trust balance potentially significantly lower.
  • · Sponsor holds approximately 27.38% of outstanding Ordinary Shares and would not receive trust funds on liquidation for its Founder Shares or Private Placement Units.
  • · Auditor Ratification Proposal asks shareholders to ratify WithumSmith+Brown, PC as auditor for the year ending December 31, 2026, and the Adjournment Proposal allows the meeting to be postponed if votes are insufficient.
FG Nexus Inc. DEF 14A neutral materiality 3/10

09-10-2026

FG Communities Holdings Inc. (formerly FG Nexus Inc., ticker FGNXP) has filed its DEF 14A proxy statement for a virtual 2026 Annual Meeting of Stockholders on November 30, 2026 at 10:00 a.m. Eastern Time. Stockholders of record as of October 1, 2026 will vote on eight director nominees, ratification of BPM LLP as auditor for 2026, a non-binding say-on-pay advisory vote, and a non-binding advisory vote on the frequency of say-on-pay. The filing contains no financial performance results, so no period-over-period comparisons are presented.

  • · Notice of Internet Availability of Proxy Materials to be mailed on or about October 14, 2026
  • · Stockholders do not have cumulative voting rights in the election of directors
  • · Shares held in street name require a legal proxy from the broker, bank or nominee to attend the virtual meeting
  • · Proposal 4 asks stockholders to vote on the frequency (non-binding) of future say-on-pay votes
  • · Stockholder list available for inspection for ten days before the meeting by contacting the Corporate Secretary at (704) 994-8279
Sezzle Inc. DEF 14A positive materiality 4/10

09-10-2026

Sezzle Inc. filed its definitive DEF 14A proxy statement for the 2026 Annual Meeting of Stockholders, to be held November 19, 2026 virtually, with a record date of September 29, 2026. Stockholders will vote on electing five directors, ratifying PricewaterhouseCoopers LLP as auditor for fiscal 2026, and an advisory say-on-pay vote. The accompanying letter from the Executive Chairman and CEO reports 2025 net income of $133.1 million (up 70% YoY), $209.9 million in cash from operations, and a 6-for-1 stock split, while noting that subscriber growth was strong but On-Demand was de-emphasized.

  • · Annual Meeting virtual-only, held November 19, 2026 at 2:00 PM ET via meetnow.global/M5GSLDV
  • · Record date September 29, 2026 at 5:00 p.m. ET
  • · Company is pursuing a national bank charter, subject to regulatory approval
  • · Company raised 2026 financial guidance multiple times; outlook excludes SezzleCash and Sezzle Send contribution
  • · Company de-emphasized On-Demand in favor of subscription growth after mid-2025 data review
Envirotech Vehicles, Inc. DEF 14A mixed materiality 6/10

09-10-2026

Azio AI Holdings, Inc. (formerly Envirotech Vehicles, EVTV) filed its DEF 14A proxy statement for a virtual 2026 Annual Meeting of Stockholders on November 2, 2026. Stockholders will vote on eight proposals, including electing a Class III director, ratifying TAAD LLP as auditor, a non-binding say-on-pay vote, Nasdaq approval for share issuance upon conversion of Series A Preferred Stock, a reverse stock split at a 1-for-15 to 1-for-30 ratio, and a 2026 Equity Incentive Plan. The filing also references a transaction and pro forma financial information, indicating a material corporate restructuring context.

  • · Annual Meeting held virtually on November 2, 2026 at 9:00 a.m. Pacific Time; record date September 10, 2026
  • · Proposal 1 elects a Class III director for a term expiring in 2029
  • · Proposal 4 seeks Nasdaq Listing Rules 5635(a) and 5635(b) approval for issuance of common stock on conversion of Series A Preferred, which signals dilution considerations
  • · Proposal 5 reverse split discretion rests with the Board, which may choose any ratio from 1-for-15 to 1-for-30, indicating ongoing Nasdaq listing compliance pressure
  • · Proposal 7 adjournment could be triggered if the company's initial Nasdaq listing application under Rule 5110(a) has not been approved, suggesting a pending listing transaction
  • · Appendices include unaudited pro forma condensed combined financials and audited/unaudited financial statements of Azio AI Corporation, implying a merger or acquisition context not quantified in this excerpt
Antares Private Credit Fund DEF 14A neutral materiality 3/10

09-10-2026

Antares Private Credit Fund, a Delaware statutory trust operating as a business development company, has filed its DEF 14A proxy statement for a fully virtual 2026 Annual Meeting of Shareholders to be held November 13, 2026 at 10:00 a.m. Eastern Time, with a record date of October 7, 2026. Shareholders are asked to elect two Class I Trustees for three-year terms and to ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026; the Board unanimously recommends a vote FOR both proposals. The filing reports 33,661,985.881 common shares outstanding at the record date and an estimated NAV of $24.70 per share, with a 40% quorum requirement.

  • · Trustee Proposal is non-routine, so broker non-votes will occur absent client instructions; Auditor Proposal is routine and brokers may vote uninstructed shares
  • · Shareholders listening via conference call only are not counted as present for quorum purposes; broker non-votes do count toward quorum
  • · Filing contains minor internal inconsistencies: common share count is cited as 33,661,985.881 in one place and 33,661,985.882 in another, and the NAV date is cited as both August 31, 2026 and September 1, 2026
  • · Shareholders have no dissenters' or appraisal rights for the proposals
INTERNATIONAL BATTERY METALS LTD. DEF 14A neutral materiality 5/10

09-10-2026

International Battery Metals Ltd. (IBAT) has filed a definitive proxy statement for its 2026 Annual General and Special Meeting of Shareholders, to be held November 20, 2026 in Houston, Texas. Shareholders will vote on setting the board at five directors, electing five nominees, a share consolidation (reverse split) of up to 1-for-50, amendments to the advance notice provisions and articles to create preferred shares, a continuance from British Columbia to Ontario, and the appointment of Grant Thornton LLP as auditor for fiscal year ending March 31, 2027. Management unanimously recommends voting FOR all proposals. The filing contains no reported financial performance figures, so no period-over-period comparison is available.

  • · Annual Meeting date is November 20, 2026 at 1:00 p.m. central time, in person at 12 Greenway Plaza, Suite 1100, Houston, Texas
  • · Record date for voting is September 22, 2026
  • · Paper copy requests under notice-and-access must be submitted by 5:00 PM CST on November 10, 2026
  • · Proxy materials remain available on the company website for one year from posting
  • · Continuance into Ontario and the number-of-directors determination (Proposal 6) are conditional on each other: Proposal 6 applies only if the continuance is approved
  • · Consolidation is conditional: if it occurs after the continuance, it requires a special resolution
  • · Interim CEO James Garrett Galloway signed the notice, indicating leadership is in interim status
ALLIANCEBERNSTEIN HOLDING L.P. DEF 14A neutral materiality 4/10

09-10-2026

AllianceBernstein Holding L.P. filed a definitive DEF 14A proxy statement for a virtual Special Meeting of Unitholders on November 18, 2026, seeking unitholder approval of the AB 2026 Long Term Incentive Plan, an equity compensation plan. The record date is September 24, 2026, with 92,144,084 AB Holding Units outstanding, and approval requires a majority of votes cast with a quorum of a majority of outstanding units (excluding units held by parent Equitable Holdings and its subsidiaries). Routine governance mechanics (broker non-votes, abstentions, revocation, householding) are also described.

  • · Special Meeting date and time: November 18, 2026 at 9:30 a.m. (CST), held virtually at https://meetnow.global/MTKW77S
  • · Proxy materials mailed on or about October 9, 2026
  • · Approval of the 2026 Plan requires a majority of votes cast, and the quorum excludes units held by parent Equitable Holdings and its subsidiaries
  • · Broker non-votes on the 2026 Plan are possible because it is a non-discretionary item; broker non-votes and abstentions can have the effect of a vote against if total present units do not exceed 50% of units entitled to vote
  • · Unvested ICAP units are voted by Schwab as grantor-trust trustee in line with the Board's recommendation; unsigned proxy cards default to a vote in favor
  • · The Board recommends voting FOR the 2026 Plan; the Special Meeting may also address other business properly brought before it
Eaton Vance Senior Income Trust DEF 14A neutral materiality 4/10

09-10-2026

Eaton Vance Senior Income Trust (EVF) filed a definitive proxy statement for its Annual Meeting of Shareholders on November 2, 2026, at 11:30 a.m. ET, with a record date of September 18, 2026. Shareholders will vote on electing three Class I Trustees (Cynthia E. Frost, Valerie A. Mosley, and Susan J. Sutherland), and the Board recommends voting FOR all nominees. The Fund also redeemed all of its outstanding auction preferred shares as of September 15, 2026.

  • · Annual Meeting scheduled for Monday, November 2, 2026, at 11:30 a.m. ET at One Post Office Square, Boston, MA; proxy materials first sent on or about October 9, 2026
  • · Shareholders must show valid photo ID; shares held through an intermediary require a legal proxy for admission
  • · Election is by plurality vote, non-cumulative; Board is divided into three classes with three-year terms, and Board size is fixed at nine
  • · Class I nominees' current terms expire in 2026, and Class I Trustee Cynthia E. Frost has served since 2014, Valerie A. Mosley since 2014, and Susan J. Sutherland since 2015
  • · Scott E. Wennerholm became Chairperson of the Board in 2025 (Trustee since 2016)
  • · Proxies are revocable before exercise; if no instruction is given, proxies will vote FOR each Trustee
  • · Filing fee: no fee required
PROVIDENT FINANCIAL HOLDINGS INC DEF 14A neutral materiality 2/10

09-10-2026

Provident Financial Holdings, Inc. (PROV) filed its definitive DEF 14A proxy statement dated October 9, 2026, calling its annual shareholder meeting for November 19, 2026 at 11:00 a.m. local time, held virtually. Shareholders will vote on electing two directors to three-year terms, an advisory say-on-pay resolution, and ratifying Deloitte & Touche LLP as auditor for the fiscal year ending June 30, 2027. The filing is routine governance disclosure and contains no financial performance data.

  • · Record date for voting is September 30, 2026; annual meeting is virtual only, held at https://meetnow.global/MDJDJW9
  • · Legal proxy registration deadline for street-name holders is 5:00 p.m. Eastern Time on November 16, 2026
  • · Directors are elected by plurality; shareholders may not cumulate votes; withheld votes and broker non-votes have no effect on the director election outcome
  • · Say-on-pay and auditor ratification require a majority of votes cast; abstentions and broker non-votes do not count as votes cast for say-on-pay
  • · Board unanimously recommends voting FOR all three proposals
LSI INDUSTRIES INC DEF 14A neutral materiality 3/10

09-10-2026

LSI Industries Inc. (LYTS) filed its definitive DEF 14A proxy statement on October 9, 2026 for its 2026 Annual Meeting of Shareholders, to be held virtually on November 24, 2026 at 9:00 a.m. ET, with a record date of September 29, 2026. Shareholders will vote on electing seven board nominees, ratifying Grant Thornton LLP as the independent auditor for fiscal 2027, an advisory say-on-pay vote on named executive officer compensation, and approval of the new 2026 Incentive Award Plan. The filing contains no financial results, so no period-over-period performance metrics are reported.

  • · Virtual-only meeting; shareholders can attend online at www.virtualshareholdermeeting.com/LYTS2026 or by telephone in listen-only mode
  • · Notice of Internet Availability of Proxy Materials sent on or about October 9, 2026
  • · Fiscal 2026 Form 10-K (fiscal year ended June 30, 2026) is available on the company website and on request
  • · Proposal 4 seeks shareholder approval of the new 2026 Incentive Award Plan, reproduced in Annex A

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