US Executive Compensation Proxy SEC Filings — October 13, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

20 high priority 20 total filings analysed

Executive Summary

This stream covers 20 DEF 14A proxy filings dated around October 13, 2026, and the enriched data is largely absent: nearly all filings report no period-over-period financial results, no insider transaction values, and no forward guidance.

The governance content is the substance here, and it clusters into three recurring themes: Nasdaq listing and dilution remediation (Upexi, GT Biopharma, Healthcare Triangle, Health In Tech, Adagio Medical), reverse splits and authorized-share expansions, and concentrated voting control (Galectin, Health In Tech dual-class, Marathon Bancorp's 10% voting cutoff). Upexi is the single most material filing, with Nasdaq Staff having found two convertible note issuances in violation of Rule 5635(a) and up to ~42 million shares potentially issuable against a company whose listing is at stake. Several filings are routine director elections and auditor ratifications with no investment signal. Mutual-fund and closed-end fund proxies (Principal Funds, Principal ETFs, RMB Investors Trust, Japan Smaller Cap, SRH Total Return) concern fund governance rather than executive pay, and are treated as out of scope for this compensation-focused stream. Overall, the batch points to dilution pressure among micro-cap, Nasdaq-listed issuers, and should be read as a governance-risk digest rather than an executive-compensation one.

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

Filing types in this digest: DEF 14A

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from October 09, 2026.

Investment Signals (9)

  • Upexi (UPXI) (BEARISH)
    ▲

    Nasdaq Staff determined both secured convertible notes ($151.2M July 2025; $16.4M outstanding January 2026) violated Rule 5635(a) for lack of prior shareholder approval; up to ~42.2M shares potentially issuable against approval outcome

  • GT Biopharma (GTBP) (BEARISH)
    ▲

    Proposes tenfold authorized common increase (25M to 250M) against only 2,061,052 shares outstanding, to enable a 19.99%+ issuance under a September 14, 2026 Securities Purchase Agreement with Series M preferred conversion and warrants

  • Health In Tech (HIT) (BEARISH)
    ▲

    Seeks authorized-share increase from 220M to 720M, a Yorkville standby equity facility above 20% issuance, and a 2024 plan reserve increase from 10.68M to 20.68M shares (~94% increase)

  • Galectin Therapeutics (GALT) (BEARISH)
    ▲

    Richard E. Uihlein reported at 54.8M shares, 49.4% of common including warrants, convertible notes and options; executives and directors as a group ~53%

  • Healthcare Triangle (HCTI) (BEARISH)
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    Reverse split authority of 1:2 to 1:25 plus Nasdaq 5635(d) approval for below-Minimum-Price issuances signals a financing needed at depressed prices

  • Adagio Medical (ADGM) (BEARISH)
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    Reverse split authority from 1-for-10 to 1-for-500, with ratio at Board discretion, on an October 23, 2026 special meeting; the range width indicates a severe share-price problem

  • ▲

    Six-proposal AGM including two share repurchase programs tied to Prepaid Forward and Capped Call transactions and a say-on-pay vote; the buyback structure is a capital-return signal, but no dollar figures appear in the excerpt

  • Marathon Bancorp (MBBC) (BULLISH)
    ▲

    No director or executive has pledged common stock as collateral, and governance charter caps voting on holders above 10%, a shareholder-protective feature

  • Board recommends annual say-on-pay frequency and BPM LLP ratification with no contested director slate; clean, low-friction governance agenda

Risk Flags (9)

  • Failure to approve could jeopardize continued Nasdaq listing; Staff finding of Rule 5635(a) violation on two separate note issuances, with company not admitting violation

  • ▼

    July Notes (~35.29M shares) and January Note (~6.87M shares) would dilute holders substantially; July Notes cannot be prepaid by the company and carry 2% quarterly cash interest

  • ▼

    19.99% issuance threshold plus tenfold authorized increase against a 2.06M share base implies very large potential dilution, with abstentions counting against all four proposals

  • Class B common carries ten votes per share versus one for Class A, concentrating control; combined with a Yorkville facility above 20%, minority holders face dilution and limited influence

  • Single holder at 49.4% (including derivatives) makes minority outcomes dependent on one shareholder's decisions; universal proxy notice mechanics noted

  • Combined reverse split, below-minimum-price issuances, and a plan amendment removing reverse-split adjustments raise potential option-holder dilution concerns

  • 1-for-10 to 1-for-500 range at Board discretion gives management broad latitude; virtual meeting with 15-minute Q&A limits shareholder engagement

  • Two-thirds of all votes entitled to be cast required, so abstentions and non-votes effectively count against the Modexus name change, a meaningful approval hurdle

  • Majority of outstanding voting securities requirement means abstentions count as no votes on the International Bond Fund and ETF diversification changes

Opportunities (7)

  • A favorable vote would cure listing risk and clarify conversion economics; a binary catalyst on the November meeting date, warranting close monitoring of Nasdaq guidance on Arrington shares

  • Shareholder approval of the September 14, 2026 Securities Purchase Agreement would unlock committed capital for a company with a tiny share count; the event-driven setup depends on the outcome of the vote

  • ESOP and 401(k) trusts are the largest holders, a stable employee-aligned base with no insider pledges; say-on-pay frequency vote recommended for one year

  • ◆

    Annual say-on-pay frequency recommendation and standard auditor ratification at a December 4, 2026 Sunnyvale meeting suggest a shareholder-friendly board posture; potential value for governance-screened investors

  • Extensive pay-versus-performance and summary compensation tables for fiscal 2025 on an October 27, 2026 meeting, useful for comparing CEO pay against shareholder returns

  • ◆

    New nominee Dr. Henry Brem (former Johns Hopkins neurosurgery chair, 2000 to 2025) adds clinical leadership to an eleven-director slate; governance change worth tracking

  • Board-set ratio between 1:2 and 1:25 on an October 23, 2026 vote creates a near-term, dated event that could reset share-price dynamics for Nasdaq compliance

Sector Themes (4)

  • Nasdaq Compliance Remediation Wave
    ◆

    Five filings (Upexi, GT Biopharma, Healthcare Triangle, Health In Tech, Adagio Medical) seek shareholder approval for reverse splits, Rule 5635 issuance approvals, or authorized-share increases, showing micro-cap issuers under listing pressure converging on the same remedies. Implication: expect elevated dilution and reverse-split activity across Nasdaq small caps in the near term.

  • Authorized Share Expansion and Dilution Capacity
    ◆

    GT Biopharma (25M to 250M, 10x) and Health In Tech (220M to 720M) both seek large authorized-share increases, and Health In Tech also raises its plan reserve roughly 94%. Implication: dilution capacity is being pre-positioned rather than used, and investors should model fully-diluted share counts.

  • Concentrated Control Structures
    ◆

    Galectin (single holder at 49.4%) and Health In Tech (ten-vote Class B) show voting power concentrated in a few hands, while Marathon Bancorp caps voting on holders above 10%. Implication: governance outcomes at controlled issuers are largely predetermined, so minority-holder analysis should focus on economics rather than votes.

  • Fund Governance Housekeeping
    ◆

    Principal Funds, Principal ETFs (diversified to non-diversified), RMB Investors Trust (Curi Capital/Mendon advisory agreements after a Vistria change of control), and Japan Smaller Cap and SRH Total Return director or advisory matters reflect routine fund-level changes with no compensation content. Implication: low signal, but RMB's 150-day liquidation fallback is a conditional risk for that fund's holders.

Watch List (8)

  • Upexi (UPXI)
    👁

    Shareholder vote on Nasdaq remediation proposals and any Nasdaq guidance on Arrington shares; the listing outcome is the key event (meeting date in filing; monitor closely)

  • GT Biopharma (GTBP)
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    Special meeting voting closes November 10, 2026; watch approval of 19.99%+ issuance and the 250M authorized-share increase

  • Healthcare Triangle (HCTI)
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    Special meeting October 23, 2026 at 9:00 a.m. PT; reverse split ratio to be set by Board post-approval

  • Adagio Medical (ADGM)
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    Special meeting October 23, 2026 at 8:00 a.m. PT on reverse split range from 1-for-10 to 1-for-500

  • Health In Tech (HIT)
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    Annual meeting November 10, 2026 at 10:00 a.m. EDT; votes on 720M authorized shares and Yorkville standby equity agreement

  • Galectin Therapeutics (GALT)
    👁

    2026 Annual Meeting results to be reported on Form 8-K within four business days; monitor Uihlein's control position

  • AGM November 24, 2026 at 4:30 p.m. ET; watch say-on-pay result and repurchase program approvals tied to Prepaid Forward and Capped Call transactions

  • Annual meeting October 27, 2026 at 11:00 a.m. ET in Oldsmar; say-on-pay outcome given its extensive compensation disclosure

Filing Analyses (20)
AmpliTech Group, Inc. DEF 14A neutral materiality 3/10

13-10-2026

AmpliTech Group, Inc. (AMPGW) has filed its DEF 14A proxy statement for the Annual Meeting of Stockholders to be held December 1, 2026 at 5:00 p.m. Eastern Time in Hauppauge, New York. Stockholders of record as of October 9, 2026 (30,127,415 shares outstanding) will vote on the election of five directors and the ratification of Sadler, Gibb & Associates, LLC as the independent registered public accounting firm for fiscal year 2026. The Board recommends voting FOR both proposals; the filing contains no reported financial performance results.

  • · Proposal No. 1 (election of five directors) requires a plurality vote; withheld votes and broker non-votes have no effect on outcome.
  • · Proposal No. 2 (auditor ratification) requires a majority of votes cast; it is treated as a routine matter, so no broker non-votes are expected.
  • · Notice of Internet Availability of Proxy Materials is being mailed on or about October 15, 2026.
  • · Voting deadline is 11:59 p.m. Eastern Time on November 30, 2026 for internet, fax, email, and mail voting.
  • · Registration for in-person attendance opens at 4:00 p.m. Eastern Time; attendance is first-come, first-served and space is limited.
  • · Designated proxy holders are Fawad Maqbool (CEO) and Louisa Sanfratello (CFO).
Adagio Medical Holdings, Inc. DEF 14A neutral materiality 5/10

13-10-2026

Adagio Medical Holdings, Inc. (ADGM) filed a definitive proxy statement (DEF 14A) dated October 13, 2026 for a virtual Special Meeting of Stockholders on October 23, 2026 at 8:00 a.m. Pacific Time. The sole substantive proposal asks stockholders to approve alternate amendments to the Certificate of Incorporation authorizing a reverse stock split at a ratio between 1-for-10 and 1-for-500, with the final ratio at the Board's sole discretion. Record date is October 5, 2026, and the filing discloses no financial performance data for the period.

  • · Stockholders of record as of October 5, 2026 are entitled to vote; log-in opens 7:45 a.m. PT on October 23, 2026
  • · Internet and telephone voting closes 8:59 p.m. Pacific Time on October 22, 2026
  • · Up to 15 minutes are allotted for stockholder Q&A at the conclusion of the meeting
  • · Shares not voted by stockholders of record are not counted; returned proxies without selections default to 'For' Proposal No. 1
  • · Filing fee: no fee required (checked on Schedule 14A cover)
MODINE MANUFACTURING CO DEF 14A neutral materiality 4/10

13-10-2026

Modine Manufacturing Company (MOD) has filed a definitive proxy statement for a virtual Special Meeting of Shareholders on November 13, 2026, seeking approval to change its corporate name to Modexus Solutions, Inc. The name change follows the October 1, 2026 completion of the separation of its Performance Technologies business and its combination with Gentherm Incorporated in a Reverse Morris Trust transaction, under which the 'Modine' trademark transferred to the divested business. Approval requires two-thirds of all votes entitled to be cast, so abstentions and non-votes effectively count against the proposal, though the Board retains discretion to delay or abandon the change.

  • · Name change must be effected within six months of October 1, 2026 under the Transaction obligations, and the Company retains a trademark license to continue using 'Modine' for specified products and services
  • · Record date for the Special Meeting is October 9, 2026; the proposal is treated as a routine NYSE matter, so brokers may vote uninstructed shares
  • · The Company's ticker 'MOD' and CUSIP number are expected to remain unchanged after the name change, and existing stock certificates remain valid
  • · Mr. Patten's employment transitioned to Gentherm effective October 1, 2026 in connection with the Transaction
MARZETTI CO DEF 14A neutral materiality 3/10

13-10-2026

The Marzetti Company (MZTI) has filed its definitive proxy statement (DEF 14A) for its Annual Meeting of Shareholders, to be held exclusively online on November 11, 2026 at 1:00 p.m. Eastern Time. Shareholders will vote on three director nominees (each for a term expiring in 2029), a non-binding advisory vote on named executive officer compensation, and ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending June 30, 2027. The filing is routine governance content with no financial results disclosed in the excerpt provided.

  • · Annual Meeting held virtually at www.virtualshareholdermeeting.com/MZTI2026; no physical location; live webcast also available at investors.marzetticompany.com
  • · Record date for voting is September 14, 2026
  • · Director elections require a plurality of votes cast; broker non-votes and 'Withhold' votes have no effect
  • · Quorum requires a majority of outstanding Common Stock; abstentions and broker non-votes count toward quorum
  • · 2026 Annual Report (including Form 10-K) available at materials.proxyvote.com/513847; the Annual Report is not proxy soliciting material
  • · Filing states no fee required for the filing
PRINCIPAL FUNDS, INC. DEF 14A neutral materiality 4/10

13-10-2026

Principal Funds, Inc. filed a definitive proxy statement (DEF 14A) dated October 13, 2026, soliciting shareholders of its International Bond Fund to approve changing the Fund's sub-classification under the Investment Company Act of 1940 from "diversified" to "non-diversified" and amending the related fundamental investment restriction. The Special Meeting is scheduled for November 24, 2026, with a record date of October 5, 2026; the Board recommends a "For" vote, and the change is stated not to alter the Fund's investment objective, fees, or management. Approval requires a "Majority of the Outstanding Voting Securities," which as defined could be satisfied with roughly one-third of outstanding shares under certain quorum conditions.

  • · Meeting date and time: November 24, 2026 at 10:30 a.m. Central Time at 801 Grand Avenue, Des Moines, Iowa
  • · Record date for voting eligibility: October 5, 2026; proxy materials mailed on or about October 19, 2026
  • · Fund's investment strategy: at least 80% of net assets in non-U.S. dollar-denominated, investment-grade bonds of developed and emerging market issuers, including China
  • · Abstentions are counted as votes against the proposal; no broker non-votes are expected because the proposal is non-routine
  • · Principal Global Investors, LLC bears the cost of the meeting and solicitation; no outside proxy solicitor has been engaged
  • · Shareholder inquiry line: 1-800-222-5852
Principal Exchange-Traded Funds DEF 14A neutral materiality 4/10

13-10-2026

Principal Exchange-Traded Funds has filed a definitive DEF 14A proxy for a Special Meeting of Shareholders of the Principal Capital Appreciation Select ETF to be held November 24, 2026. Shareholders will vote on changing the Fund's sub-classification under the Investment Company Act of 1940 from "diversified" to "non-diversified" and amending the related fundamental investment restriction. The Board recommends a "For" vote, and the change is not expected to alter the Fund's investment objective, fees, or management.

  • · Record date for voting is October 5, 2026; proxy materials are expected to be mailed on or about October 19, 2026.
  • · Abstentions count as votes against the proposal because approval requires a Majority of the Outstanding Voting Securities, and no broker non-votes are expected since the proposal is non-routine.
  • · Under the 1940 Act definition, the proposal could pass with roughly one-third of outstanding voting securities, depending on attendance.
  • · The Fund's stated strategy seeks U.S. equity exposure with a tilt toward large-cap companies and investments in firms believed to trade at a discount to private market value.
  • · PETF currently offers 18 separate series, and PGI is the investment advisor to all of them.
JAPAN SMALLER CAPITALIZATION FUND INC DEF 14A neutral materiality 3/10

13-10-2026

Japan Smaller Capitalization Fund, Inc. (JOF) has filed a definitive proxy statement for its annual shareholder meeting on November 19, 2026, at 10:30 a.m. Eastern in New York. Shareholders are asked to elect five Directors (Yusuke Andoh, David B. Chemidlin, Tina Jones, Arthur B. Laby, and Paige P. Ouimet) for one-year terms, with the Board recommending a vote FOR all nominees. The record date is September 28, 2026, and 25,500,504 shares were outstanding as of that date.

  • · Mr. Andoh is the only interested Director nominee under the Investment Company Act, based on his roles at NAM-U.S.A. and NAM-Tokyo; the other four nominees are independent
  • · The Nominating Committee determined Ms. Ouimet was the best qualified candidate to serve as Chairperson of the Board
  • · Each nominee has been a Director since 2006 (Chemidlin), 2021 (Ouimet), 2024 (Laby), or 2025 (Jones and Andoh)
  • · No nominee holds directorships in other public companies
  • · Shareholders have one vote per share with no cumulative voting rights; proxies can be revoked by written notice, a later proxy, or in-person voting
SRH Total Return Fund, Inc. DEF 14A neutral materiality 3/10

13-10-2026

SRH Total Return Fund, Inc. (STEW) filed a definitive proxy statement for its Annual Meeting of Stockholders on November 12, 2026, held virtually. The sole substantive proposal is the election of Jacob E. Hemmer as a Class II Director for a three-year term ending at the 2029 Annual Meeting; the Board unanimously recommends a vote FOR the nominee. The Fund had 96,441,500 shares of common stock outstanding as of the October 1, 2026 record date.

  • · Virtual annual meeting by conference call at 10:00 a.m. Mountain Standard Time; stockholders must register by 5:00 p.m. Eastern Time on November 9, 2026 to attend
  • · Proxy cards must be returned by November 11, 2026 to be voted at the meeting
  • · Record date is October 1, 2026; proxy materials first mailed on or about October 15, 2026
  • · Each share carries one vote with no cumulative voting rights
  • · Hemmer's nomination was recommended by the Nominating Committee at its August 6, 2026 meeting
  • · Hemmer is an interested person due to his role at SRH Advisors, the Fund's investment adviser; Murphey is also an interested person as SRH's CCO
  • · Annual Report for fiscal year ended November 30, 2025 and Semi-Annual Report for period ended May 31, 2026 were mailed to stockholders
Marathon Bancorp, Inc. /MD/ DEF 14A neutral materiality 3/10

13-10-2026

Marathon Bancorp, Inc. (MBBC) filed a definitive DEF 14A proxy statement dated October 14, 2026 for its annual meeting on November 17, 2026 at 500 Scott Street, Wausau, Wisconsin. Stockholders will elect two directors, ratify Bonadio & Co., LLP as auditor for fiscal year ending June 30, 2027, vote on a non-binding say-on-pay resolution, and vote on whether future say-on-pay votes should occur every one, two, or three years; the Board recommends FOR each matter and ONE YEAR for the frequency vote. The filing contains no transaction or financial results, and its principal disclosure is the beneficial ownership table, showing the ESOP and 401(k) trusts as the largest holders.

  • · Annual Report covers fiscal year ended June 30, 2026, provided alongside the proxy at www.cstproxy.com/marathon/2026
  • · Articles of Incorporation disenfranchise votes on shares held by any beneficial owner above 10% of outstanding shares
  • · No director or executive officer has pledged Marathon Bancorp common stock as collateral for a loan
  • · Insider holdings are largely restricted stock and options; Nicholas W. Zillges holds the largest individual stake at 4.5%
  • · AllianceBernstein's stake is reported on a Schedule 13G filed February 17, 2026
  • · Marathon Bank ESOP Trust's stake is reported on a Schedule 13G filed September 2, 2025; the 401(k) Plan Trust's on a Schedule 13G/A filed July 1, 2026
  • · Quorum requires a majority of outstanding shares; abstentions and broker non-votes count toward quorum
EGAIN Corp DEF 14A neutral materiality 4/10

13-10-2026

eGain Corporation filed its definitive DEF 14A proxy statement on October 13, 2026, soliciting stockholder votes for its Annual Meeting on December 4, 2026 in Sunnyvale, CA. Proposals include electing four directors, a non-binding advisory vote on named executive officer compensation, a non-binding vote on the frequency of future say-on-pay votes (board recommends EVERY YEAR), and ratification of BPM LLP as the independent registered public accounting firm. The record date is October 5, 2026, with 25,313,092 shares of common stock outstanding.

  • · Board recommends FOR the election of all nominated directors, FOR say-on-pay approval, EVERY YEAR for the say-on-pay frequency vote, and FOR ratification of BPM LLP
  • · Directors are elected by plurality vote; Proposal 3 is decided by the option receiving the most votes; other proposals require a majority of votes cast
  • · Broker non-votes have no effect on director elections; abstentions are not counted as votes cast on any proposal
  • · Ashutosh Roy (age 60) has served as CEO since September 1997 and as President since October 2003; he also chairs the Board
  • · Gunjan Sinha (age 59) co-founded eGain, was Lead Independent Director from September 2021 to October 2023, and is Chairman of MetricStream Inc.
  • · The 2026 Annual Report on Form 10-K for the fiscal year ended June 30, 2026 is available at edocumentview.com/EGAN
  • · No proxy solicitor has been engaged at this time
FiEE, Inc. DEF 14A neutral materiality 4/10

13-10-2026

FiEE, Inc. (FIEE) filed a DEF 14A proxy statement dated October 13, 2026, signed by CEO and President Li Wai Chung. The filing includes householding and annual report access disclosures, and appendices proposing an amendment to remove the Beneficial Ownership Limitation from the Series A Convertible Preferred Stock designations and a Second Amended and Restated Certificate of Incorporation (authorized capital of 300,000,000 common and 10,000,000 preferred shares). The excerpt contains no financial results, so no performance comparisons are reported.

  • · The company was originally incorporated as Zoom Telephonics, Inc. in Delaware on March 25, 1993
  • · Registered office is at 251 Little Falls Drive, Wilmington, Delaware, with The Prentice-Hall Corporation System, Inc. as registered agent
  • · Stockholders of record may contact the company at 3-33, 2-chome Utajima, Nishiyodogawa District, Osaka, Japan, or +81 6 7509 3700
  • · Amendments would delete the Beneficial Ownership Limitation from Sections 1, 4, 6(c), 7(b) and 7(c) of the Series A certificate and hold in abeyance purchase and distribution rights are removed
  • · Amendments were stated to be adopted under DGCL Section 242
  • · Special meetings of stockholders may be called only by the Board, Chairperson, CEO, or President
UPEXI, INC. DEF 14A negative materiality 8/10

13-10-2026

UPEXI, INC. (UPXI) filed a DEF 14A seeking shareholder approval for two Nasdaq remediation proposals after Nasdaq Staff determined that its July 2025 secured convertible notes ($151,169,169 original principal, $4.25 conversion price) and January 2026 secured convertible note ($35,961,975 original principal, reduced to $16,419,340 after a June 21, 2026 partial retirement, $2.39 conversion price) each independently violated Nasdaq Listing Rule 5635(a) by being issued without prior shareholder approval. Approval would allow future conversions to proceed for Nasdaq compliance purposes, but would dilute existing shareholders, with up to ~35.29 million shares potentially issuable under the July Notes and ~6.87 million under the January Note; non-approval could jeopardize continued Nasdaq listing, though the company may pursue alternative restructurings. The tone is largely neutral-to-negative given listing risk and dilution, with the company explicitly not admitting a violation.

  • · Nasdaq Staff formally determined on June 24, 2026 that each note issuance independently violated Rule 5635(a); the company is submitting proposals without admitting violation
  • · July Notes mature two years after closing, pay 2% interest quarterly in cash, cannot be prepaid by the company, and are secured by a first-priority lien on the digital asset account
  • · Approval does not itself trigger any conversion or change note terms; the company is not using the meeting as retroactive cure for completed issuances, though it has requested Nasdaq guidance on the Arrington shares
  • · Each proposal requires a majority of votes cast; abstentions and broker non-votes have no effect on outcome
  • · Non-approval could lead to amendments, exchanges, repayments, or other restructurings of the notes, subject to noteholder consent and contractual rights
Kentucky First Federal Bancorp DEF 14A neutral materiality 3/10

13-10-2026

Kentucky First Federal Bancorp (KFFB), parent of First Federal Savings and Loan Association of Hazard and First Federal Savings Bank of Kentucky, filed a definitive proxy statement for its 2026 annual meeting of stockholders to be held November 17, 2026 at 4:30 p.m. Eastern in Hazard, Kentucky. Stockholders will vote on electing two directors for three-year terms, ratifying Clark, Schaefer, Hackett & Co. as auditor for fiscal year ending June 30, 2027, and a non-binding say-on-pay resolution. The filing discloses 8,086,715 shares outstanding as of the September 30, 2026 record date, with First Federal MHC holding more than 50% and thus ensuring a quorum.

  • · Proposal 1 (director election) and Proposal 4 (say-on-pay) are subject to broker non-votes, meaning uninstructed street-name shares will not be voted on those matters
  • · Proposal 2 (auditor ratification) allows brokers discretionary voting authority on uninstructed shares
  • · 401(k) Plan voting instruction cards are due on or before November 10, 2026
  • · Directors are elected by plurality; there is no cumulative voting
  • · Board recommends FOR all three proposals
GT Biopharma, Inc. DEF 14A neutral materiality 6/10

13-10-2026

GT Biopharma, Inc. (GTBP) filed a DEF 14A proxy statement on October 13, 2026 for a Special Meeting of Stockholders, seeking approval of four proposals: eliminating obsolete preferred stock references from the Charter, increasing authorized Common Stock from 25,000,000 to 250,000,000 shares, approving issuance of 19.99% or more of outstanding Common Stock under a September 14, 2026 Securities Purchase Agreement (including conversion of Series M 10% Convertible Preferred Stock and exercise of warrants), and an adjournment proposal. The Board recommends FOR all four proposals, and voting closes November 10, 2026. The filing is largely procedural, but the Nasdaq Rule 5635 issuance approval signals a dilutive financing that investors should weigh against the 2,061,052 shares currently outstanding.

  • · Proposal Nos. 1 and 2 are routine matters that brokers may vote on discretionary; Proposal Nos. 3 and 4 are non-routine with no broker discretion
  • · Proposed authorized share increase is a tenfold expansion (25M to 250M), with approvals valid through November 11, 2027
  • · Abstentions count as votes against all four proposals
  • · Special Meeting voting deadline is 11:59 p.m. Eastern Time on November 10, 2026
CRYO CELL INTERNATIONAL INC DEF 14A neutral materiality 3/10

13-10-2026

Cryo-Cell International, Inc. (CCEL) filed a definitive DEF 14A proxy statement dated October 13, 2026, calling its 2026 Annual Meeting of Stockholders for October 27, 2026 at 11:00 a.m. at its Oldsmar, Florida headquarters. Stockholders of record as of September 21, 2026 (8,062,650 shares outstanding) will vote on electing four directors, ratifying Wipfli LLP as independent auditor for fiscal 2026, and a non-binding advisory vote on named executive officer compensation. The filing contains extensive pay-versus-performance and summary compensation disclosures for the fiscal year ended November 30, 2025 but does not report new financial results.

  • · Plurality voting standard applies to director elections; WITHHOLD votes have no effect on outcome
  • · Broker non-votes and abstentions have no effect on outcome of Proposals 1 through 3
  • · Auditor ratification is considered routine, so broker non-votes are unlikely on Proposal 2
  • · Say-on-pay vote is advisory and non-binding and does not change board fiduciary duties
  • · No stockholder proposals were submitted under the bylaws' advance notice provisions; other business raised at the meeting will be ruled out of order except procedural matters
  • · Filing fee: no fee required
  • · Annual Report on Form 10-K for fiscal year ended November 30, 2025 accompanies the proxy and is available at proxydocs.com/CCEL
IREN Ltd DEF 14A neutral materiality 5/10

13-10-2026

IREN Limited has filed its definitive proxy statement for the 2026 Annual General Meeting, to be held virtually on November 24, 2026 at 4:30pm (ET), covering the fiscal year ended June 30, 2026. Shareholders will vote on six proposals, including re-election of director Christopher Guzowski, approval of two share repurchase programs tied to Prepaid Forward and Capped Call Transactions, a say-on-pay advisory vote, and appointment/ratification of KPMG as Australian statutory auditor and US independent registered public accounting firm, respectively. The excerpt provided does not contain the financial results, compensation figures, or proposal details, so no performance metrics can be assessed from this filing alone.

  • · Record date for shareholder notice is 5:00pm (ET) on September 28, 2026; voting eligibility cut-off is 9:00am (AEDT) on November 23, 2026 (5:00pm ET, November 22, 2026)
  • · Proxy card submission deadline is November 23, 2026 at 11:59pm (ET)
  • · Board unanimously recommends FOR all proposals, with Mr. Guzowski abstaining on Proposal 1
  • · KPMG LLP was appointed effective November 27, 2025, replacing RCGT, whose dismissal was effective November 26, 2025
  • · KPMG Australia was appointed as Australian statutory auditor effective March 19, 2026
  • · Nostrum Group, which holds IREN's Spanish development sites and pipeline, was acquired in June 2026
  • · The 2026 Annual Report on Form 10-K was filed with the SEC on August 27, 2026
  • · The AGM is exclusively virtual; the 2026 meeting is a Definitive Proxy Statement with no filing fee required
Healthcare Triangle, Inc. DEF 14A neutral materiality 6/10

13-10-2026

Healthcare Triangle, Inc. (Nasdaq: HCTI) has filed a definitive proxy statement (DEF 14A) for a Special Meeting of Stockholders to be held virtually on October 23, 2026 at 9:00 a.m. Pacific Time. Stockholders are asked to approve four proposals: (1) a reverse stock split amendment with a ratio between 1:2 and 1:25, with the exact ratio set by the Board; (2) approval under Nasdaq Listing Rule 5635(d) of certain share issuances priced below the Minimum Price; (3) an amendment to the 2020 Stock Incentive Plan removing reverse-split adjustments; and (4) authority to adjourn the meeting if sufficient votes are not obtained. The Board recommends voting FOR all proposals.

  • · Special Meeting date: October 23, 2026, 9:00 a.m. Pacific Time, held virtually via the Internet
  • · Virtual meeting registration deadline: 11:59 p.m. EST on October 22, 2026
  • · Internet/telephone voting deadline: 11:59 p.m. Eastern Time on October 22, 2026
  • · Reverse split would round up fractional shares at the participant level; no cash paid in lieu of fractional shares
  • · Reverse split Certificate of Amendment would take effect at 12:01 a.m. Eastern Time on a date to be determined in 2026
  • · Company is incorporated in Delaware, SEC File No. 001-40903, headquartered in Pleasanton, CA
  • · Proxy materials referenced the fiscal year 2025 Form 10-K, available on the SEC website and company site
Health In Tech, Inc. DEF 14A mixed materiality 6/10

13-10-2026

Health In Tech, Inc. (HIT) filed its definitive DEF 14A proxy statement on October 13, 2026 for an annual meeting of stockholders to be held virtually on November 10, 2026. Stockholders will vote on five director nominees, a charter amendment increasing authorized shares from 220,000,000 to 720,000,000, approval of a Standby Equity Purchase Agreement with Yorkville (YA II PN, Ltd.) allowing issuance of more than 20% of outstanding Class A Common Stock, an increase in the 2024 Equity Incentive Plan share reserve from 10,677,849 to 20,677,849 shares, and ratification of MaloneBailey, LLP as auditor for 2026. The filing does not disclose financial results for the period, so performance trends are not assessable from this document.

  • · Record Date for stockholder voting is September 18, 2026; the meeting is virtual at www.cleartrustonline.com/HIT on November 10, 2026 at 10:00 a.m. EDT
  • · Class B Common Stock carries ten votes per share versus one vote per share for Class A, concentrating voting power among Class B holders
  • · Quorum requires a majority in voting power of outstanding shares entitled to vote
  • · The proxy references the FY2025 Form 10-K filed with the SEC on March 25, 2026, and the filing is marked 'No fee required'
  • · Proposed share increases would more than triple authorized capital (220M to 720M), and the SEPA issuance above 20% requires Nasdaq Rule 5635(b)/(d) approval, signaling potential significant dilution
GALECTIN THERAPEUTICS INC DEF 14A neutral materiality 5/10

13-10-2026

Galectin Therapeutics' DEF 14A proxy statement, dated October 13, 2026, sets up the 2026 Annual Meeting, where the board has nominated eleven directors, including new nominee Dr. Henry Brem, for re-election. The filing discloses beneficial ownership as of September 22, 2026, showing concentrated control: Richard E. Uihlein is reported at 54,831,388 common shares (49.4% of common stock, including warrants, convertible notes and options), and all executive officers and directors as a group hold approximately 53% of common stock. Management is incentivized and aligned, but minority holders face significant influence from a single holder.

  • · Universal proxy rule (Rule 14a-19) notice deadline for stockholders soliciting proxies for non-company nominees is October 4, 2027
  • · Voting results will be reported on Form 8-K within four business days after the 2026 Annual Meeting; preliminary results may be filed if final results are not yet available
  • · Dr. Henry Brem is a new director nominee (director since 2026), a neurosurgeon-scientist who previously led Johns Hopkins neurosurgery from 2000 to 2025
  • · Dr. Gilbert F. Amelio (age 83) and Dr. Gilbert S. Omenn (age 85) are the oldest nominees; Dr. Amelio has served on the board since 2009
  • · Dr. Benjamin S. Carson, Sr. (former HUD Secretary) is a nominee and serves on boards of D.R. Horton, Covenant Logistics and Sinclair Broadcast Group
  • · Kary Eldred disclaims beneficial ownership of shares held by private foundations and trusts he influences
  • · Kevin Freeman disclaims beneficial ownership of 218,525 shares managed by Cross Consulting and Services, LLC
  • · Richard Uihlein's beneficial ownership figure includes convertible notes and warrants, which inflates the reported percentage relative to outstanding common shares
  • · All Section 16(a) beneficial ownership reports for fiscal 2025 were reported as timely filed
RMB INVESTORS TRUST DEF 14A neutral materiality 5/10

13-10-2026

RMB Investors Trust has filed a definitive proxy statement seeking shareholder approval of new investment advisory agreements with Curi Capital, LLC and a new sub-advisory agreement with Mendon Capital Advisors Corp. for the RMB Mendon Financial Services Fund. The proposals follow a change of control of Curi Capital after The Vistria Group acquired majority ownership, which automatically terminated the former agreements on September 30, 2026. Shareholders will also vote on electing one Trustee at a Special Meeting on November 24, 2026, and the Board unanimously recommends a vote FOR all proposals. Fee rates, investment objectives, strategies, and portfolio managers are stated to be unchanged.

  • · Transaction closed September 30, 2026, triggering automatic termination of the Former Advisory and Sub-Advisory Agreements; the Board approved interim agreements at a September 17, 2026 meeting.
  • · Curi Capital has agreed to bear the costs of the proxy solicitation and related legal fees whether or not proposals are approved.
  • · If New Agreements are not approved within 150 days, the Board may recommend other advisers/sub-advisers (subject to shareholder approval) or liquidate the affected Fund; only limited interim compensation (lesser of costs or escrow balance) would be paid.
  • · Proxy filing indicates no filing fee required; shareholders may vote by internet, phone, mail, or in person, and no attendance is required to vote.

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