US Executive Compensation Proxy SEC Filings — October 23, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

25 high priority 25 total filings analysed

Executive Summary

This digest covers 25 DEF 14A and DEFM14A filings dated around October 23, 2026, all within the stream's focus on executive compensation, governance, and shareholder proposals.

The dominant theme is governance housekeeping and control structures: several filings reveal concentrated insider control (RAVE's Newcastle-affiliated Chairman at 22.9%, Atlantic American's controlled-company status, 1-800-Flowers' ten-vote Class B shares, Ubiquiti's combined CEO/Chairman), while others expose executive turnover (LIQTECH, Sky Quarry, Natural Alternatives CFO resignation, Marpai director non-renomination). Compensation disclosures show mixed pay trajectories: Flexsteel's CEO pay was flat (+0.4%) while its CGO rose 14.4%, and Mawson/Big Digital Energy showed sharply lower compensation actually paid to its PEO in 2025, with Rahul Mewawalla's CAP turning negative. A recurring microcap pattern emerges, with reverse-split authorizations appearing in OLB Group, Hoth/Rocket One, Tenaya, and Wheeler REIT, usually signaling Nasdaq listing-compliance pressure. The largest single event is the Blue Acquisition/Blockfusion SPAC merger ($450M consideration, mixed sentiment, unresolved financing), which carries the highest materiality in the set.

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 16, 2026.

Investment Signals (10)

  • Mawson Infrastructure (Big Digital Energy) (BEARISH)
    ▲

    2025 PEO compensation actually paid fell sharply versus 2024, with Mewawalla's CAP at -$1,760,262 after a $2,579,526 equity award adjustment, versus $2,604,152 in 2024

  • CEO Derek Schmidt's FY2026 total pay of $2,469,412 was roughly flat (+0.4%) versus $2,459,195, with no option grants in FY2025 or FY2026 and performance-share maximums tied to a 3-year FY2026 award running to June 2028

  • CGO David Crimmins' total pay rose 14.4% to $1,174,463 while CFO Ressler rose 3.8% to $924,428, a pay-growth divergence that warrants checking against performance metrics

  • $450.0M merger consideration with the $75.0M minimum cash condition waived by Blockfusion, no PIPE identified, and six amendments since November 2025; November 17 EGM vote carries dilution risk for non-redeeming holders

  • ▲

    Total Deloitte fees rose to $6,556,986 in FY2026 from $6,159,674 in FY2025 even as audit fees fell, implying higher non-audit spend that merits scrutiny of auditor independence

  • Audit fees fell about 13% YoY ($176,280 to $153,300) with no non-audit fees in either year, a clean cost trend alongside controlling-holder concentration (Schwarz 22.9%; insiders 28.2%)

  • Peoples Lucky Strike / Lucky Strike Entertainment (BEARISH)
    ▲

    CEO Shannon's change-in-control severance is 2x base plus target bonus paid as lump sum (vs 1x monthly otherwise), and Lavan's employment term was extended two years to May 2027, a retention-driven move

  • Destiny Tech100 (DXYZ) (BULLISH)
    ▲

    Board nominees Travis Mason and Nathan Rodland carry regulatory and aerospace/policy backgrounds (Merlin, Airbus), with no performance metrics disclosed in the proxy

  • Sky Quarry (SKYQ) (BULLISH)
    ▲

    Heidi Bowman was named permanent CFO in August 2026 after interim CFO Marcus Laun's 12-month stint, stabilizing finance leadership while three of five directors are Nasdaq-independent

  • Ubiquiti (UI) (BEARISH)
    ▲

    Robert Pera holds both CEO and Chairman roles and is up for re-election, leaving no formal lead independent director and concentrating control in a single individual

Risk Flags (9)

  • $450.0M merger with no PIPE or Financing Transactions identified, sponsor working-capital loans and Financing Transactions create dilution for non-redeeming shareholders; sentiment mixed, materiality 8/10

  • Negative 2025 CAP for PEO Mewawalla (-$1,760,262) and average non-PEO CAP declined YoY, signaling pay-for-performance misalignment with realized value

  • Natural Alternatives International (NAII) [HIGH RISK]
    ▼

    CFO Michael Fortin resigned effective May 15, 2026; President/COO Kenneth Wolf is interim Principal Financial and Accounting Officer while the search continues, creating a finance-leadership gap

  • Proposed share reserve increase from 3,091,317 to 6,341,317 (roughly doubling dilution headroom) plus authorized common stock rising from 50M to 100M and a reverse split of 1-for-2 to 1-for-15, on 24.9M shares outstanding

  • bioAffinity Technologies (BIAF) [HIGH RISK]
    ▼

    Only 1,166,625 shares outstanding against 1,128,272 + 980,072 warrant shares (roughly 2.0M, ~170% of current count) and a non-public offering authority, indicating severe dilution exposure

  • OLB Group (OLB) [MEDIUM RISK]
    ▼

    Reverse split authority of 1-for-2 to 1-for-25 on 31.2M shares plus a 4th-amended incentive plan; the proxy has a drafting inconsistency referencing the '2025 Annual Meeting'

  • Marpai (MRAI) [MEDIUM RISK]
    ▼

    Director Sagiv Shiv will exit after the December 9 meeting; the company asserts no disagreement, but board turnover at a small-cap warrants monitoring

  • Controlled-company exemptions (Atlantic American), Jonas as Chairman with only three non-employee directors (IDT), and CEO/Chairman duality (Ubiquiti) reduce independent oversight

  • Wheeler REIT (WHLRL) [MEDIUM RISK]
    ▼

    Reverse split ratio and effective date left as unresolved [•] placeholders in the draft charter amendment, so the terms remain undefined for shareholders voting December 4

Opportunities (7)

  • Special meeting December 9, 2026 seeks a discretionary 1-for-10 to 1-for-25 split; approval addresses listing compliance and the board retains flexibility to skip implementation

  • Sky Quarry (SKYQ) / Governance Stabilization (OPPORTUNITY)
    ◆

    Permanent CFO Bowman appointed August 2026 plus an independent board majority after the November 2025 board refresh, creating a clearer base for execution

  • Peloton Interactive (PTON) / Pay-for-Performance Structure (OPPORTUNITY)
    ◆

    Majority-independent board (6 of 7), PSU/RSU-based pay, double-trigger CIC protection, and clawback policy; say-on-pay recommended every THREE YEARS at the December 8 meeting

  • Audit fees down ~13% YoY with no non-audit services and audit pre-approval in place, supporting a clean governance and cost profile

  • Great Elm Group (GEG) / Pay-versus-Performance Review (OPPORTUNITY)
    ◆

    Annual virtual meeting December 16, 2026 includes an advisory say-on-pay vote; the excerpt omits compensation figures, so the PvP table should be checked directly before acting

  • Family-controlled structure with Hilton Howell as Chairman/President/CEO may support long-horizon capital allocation, but requires verifying alignment via the related-party review

  • Destiny Tech100 (DXYZ) / Board Expertise (OPPORTUNITY)
    ◆

    Nominees bring policy and regulatory-certification expertise (Merlin, Airbus) that may matter for a holding vehicle with a December 2026 meeting

Sector Themes (6)

  • Microcap Reverse-Split Wave
    ◆

    Reverse-split authorizations appear in 5 of 25 filings (OLB 1-for-2 to 1-for-25, Hoth/Rocket One 1-for-2 to 1-for-15, Tenaya 1-for-10 to 1-for-25, Wheeler REIT bracketed ratio, bioAffinity-related capital moves), concentrated in sub-$100M-cap issuers facing Nasdaq minimum-bid pressure; implication: expect further dilution and bid-price-driven volatility into year-end

  • Controlled and Concentrated Ownership
    ◆

    Five filings (RAVE, Atlantic American, 1-800-Flowers with Class B 10-vote shares, IDT with Jonas as Chairman, Ubiquiti with Pera as CEO and Chairman) show insider or family control shaping board structure, with minority holders dependent on controller alignment; implication: governance-discount risk for public float holders

  • Executive and Finance Leadership Turnover
    ◆

    CFO transitions appear at Natural Alternatives (Fortin resignation), Sky Quarry (Laun to Bowman), and LIQTECH (Wowk audit chair, board refresh), plus Lucky Strike's President departure (Ekster, March 2026); implication: finance continuity risk clusters in micro and small caps

  • Pay Structure: Retention and Change-in-Control Economics
    ◆

    Lucky Strike (2x lump-sum CIC for CEO), Flexsteel (performance shares with multi-year windows), and Peloton (double-trigger CIC, clawbacks) show retention-oriented design; implication: CIC payouts are a growing cost line that investors should model in M&A scenarios

  • Auditor Continuity and Fee Trends
    ◆

    Auditor changes or fee shifts appear at RAVE (Whitley Penn to BVWD, audit fees down ~13%), Affirm (Deloitte total fees up ~6.5% while audit fees fell), Natural Alternatives (Haskell & White ratification), and Great Elm/Flexsteel (Deloitte continuity); implication: non-audit fee creep at Affirm warrants independence review

  • Shareholder Dilution Architecture in Small-Cap Financings
    ◆

    bioAffinity's warrant overhang (~170% of outstanding shares), Blue/Blockfusion's dilution from sponsor loans and unidentified financing, and Hoth's near-doubling of the equity plan reserve all show equity-linked dilution being pre-authorized by shareholders; implication: per-share value erosion is structurally embedded in these proposals

Watch List (8)

  • Vote on $450M business combination with mixed sentiment and unresolved PIPE financing; watch for redemption levels and sponsor loan terms, November 17, 2026

  • bioAffinity Technologies Special Meeting
    👁

    Vote on warrant share issuance (~2.0M shares vs 1.17M outstanding), authorized share cut from 350M to 200M, and non-public offering authority; November 20, 2026 at 8:00 a.m. CT

  • OLB Group Annual Meeting
    👁

    Reverse split (1-for-2 to 1-for-25) and 4th Amended 2020 Share Incentive Plan vote; watch for the board's reverse-split execution decision after approval, November 19, 2026

  • Tenaya Therapeutics Special Meeting
    👁

    Discretionary reverse split (1-for-10 to 1-for-25) with board option not to implement; December 9, 2026 at 8:00 a.m. PT

  • Plan reserve increase, authorized share increase to 100M, and reverse split authority exercisable until December 17, 2028; December 17, 2026 at 12:00 p.m. ET

  • Wheeler REIT Annual Meeting
    👁

    Reverse split placeholders [•] must be finalized before the charter amendment is filed; December 4, 2026 at 9:30 a.m. Atlantic Standard Time in San Juan

  • Pay-versus-performance negative CAP for PEO in 2025 and record date November 13, 2026; monitor for compensation committee response and any say-on-pay protest

  • Natural Alternatives International CFO Search
    👁

    With Wolf as interim PFAO since May 15, 2026, watch for a permanent CFO appointment and the Haskell & White auditor ratification vote at the upcoming annual meeting

Filing Analyses (25)
North Capital Funds Trust DEF 14A neutral materiality 6/10

23-10-2026

North Capital Funds Trust has called a special shareholder meeting for November 30, 2026 to approve a new investment advisory agreement with North Capital, Inc., the Fund's current adviser, which is being acquired by MoonPay Inc. via a merger agreement signed September 15, 2026, expected to close by early 2027. No changes are proposed to the Fund's investment objective, strategy, risks, portfolio managers, or advisory fees (0.25% of average daily net assets), and the Board has approved an interim agreement allowing up to 150 days of continued service if shareholders do not approve.

  • · Transaction requires approval from FINRA and the South Dakota Division of Banking before closing
  • · Adviser's Board approval of the Interim Agreement and New Agreement occurred June 5, 2026; the Current Agreement was originally approved February 7, 2019
  • · North Capital bears all proxy solicitation and Transaction costs; neither the Trust nor the Fund pays them
  • · Fund commenced operations July 17, 2019; the Current Agreement was last shareholder-approved June 20, 2019
  • · Shareholder record date is October 13, 2026; proxy materials mailed on or about October 23, 2026
  • · Fee waivers/reimbursements ($409,841) exceed advisory fees earned ($117,814) in the fiscal year, and remain subject to recoupment for three years
RAVE RESTAURANT GROUP, INC. DEF 14A neutral materiality 4/10

23-10-2026

RAVE Restaurant Group's DEF 14A proxy statement, dated October 23, 2026, discloses a change in independent auditor from Whitley Penn LLP to Bodwell Vasek Wells DeSimone, LLP effective February 10, 2026, with no disagreements or reportable events reported. Audit fees declined from $176,280 in fiscal 2025 to $153,300 in fiscal 2026, and no non-audit fees were incurred in either year. Governance disclosures show Newcastle Partners-affiliated Chairman Mark E. Schwarz beneficially owns 22.9% of common stock (28.2% for all directors and executive officers as a group), indicating concentrated insider control.

  • · Audit fees fell about 13% year over year, from $176,280 to $153,300, and no audit-related, tax, or other fees were incurred in either year.
  • · All fiscal 2026 audit services by BVWD were pre-approved by the Audit Committee, with no non-audit services provided.
  • · The Company does not grant stock options or similar option-like awards and has no formal policy on timing such awards relative to material nonpublic information.
  • · Newcastle-affiliated holdings of 3,272,816 shares (22.9%) give the Chairman sole investment and voting control and create a control-oriented ownership profile.
  • · Related party disclosure states no reportable Item 404 transactions since the beginning of fiscal 2025, though the Chairman's Newcastle affiliations are described as relationships.
  • · The Audit Committee recommended inclusion of audited fiscal 2026 financial statements in the Form 10-K filed September 24, 2026.
ALLSPRING UTILITIES & HIGH INCOME FUND DEF 14A neutral materiality 2/10

23-10-2026

Allspring Utilities and High Income Fund (ERH) has filed a definitive proxy statement for its Annual Meeting of Shareholders on November 30, 2026, at 1:00 p.m. Eastern time in Boston, Massachusetts. Shareholders are asked to elect three Trustees (Isaiah Harris, Jr., Cindy J. Miller, and Olivia S. Mitchell), all of whom currently serve on the Board, to Class I terms expiring at the 2029 annual meeting. The filing is routine governance activity with no contested election or proposed transaction disclosed.

  • · Mr. Harris is expected to retire from the Board on or about December 31, 2027, and Ms. Mitchell on or about December 31, 2028, before their Class I terms end in 2029
  • · Record date for voting is September 30, 2026; the Fund's Annual Report for the fiscal year ended August 31, 2026 accompanies the proxy materials
  • · Withheld votes and broker non-votes do not affect the election outcome because a plurality of votes cast is required
ATLANTIC AMERICAN CORP DEF 14A neutral materiality 4/10

23-10-2026

Atlantic American Corp's DEF 14A proxy seeks shareholder approval to elect six directors, all nominated by the Board on the recommendation of the controlling shareholder, with Hilton H. Howell, Jr. serving as Chairman, President and CEO. The filing reaffirms the Company's controlled-company status under Nasdaq rules, its combined CEO/Chairman structure, and committee composition, with no balancing negative performance metrics disclosed in this section.

  • · Company is a Nasdaq 'controlled company' due to beneficial ownership by Robinson and Howell families, exempting it from majority-independent board and nominating committee requirements
  • · Board has no formally designated lead independent director; executive sessions attended solely by independent directors
  • · Audit Committee oversees internal controls, compliance, risk management, and reviews all related-party transactions, receiving at least quarterly risk reports
  • · Executive Committee consists of Hilton Howell, Robin Howell and Wheeler; Stock Option and Compensation Committee consists of Wheeler, Scheerer and Preisinger (Chair)
  • · Scott G. Thompson served as President and CEO of American Southern Insurance Company from 2004 to 2025 and now chairs its board
  • · Hilton H. Howell, Jr. is son-in-law of Harriett J. Robinson and husband of director Robin R. Howell, a family relationship relevant to governance independence
NATURAL ALTERNATIVES INTERNATIONAL INC DEF 14A neutral materiality 4/10

23-10-2026

Natural Alternatives International (NAII) filed its DEF 14A proxy statement for its upcoming Annual Meeting, seeking stockholder ratification of Haskell & White LLP as independent auditor and other proposals. The filing discloses that CFO Michael E. Fortin resigned effective May 15, 2026, with Kenneth E. Wolf (President and COO) now serving as Principal Financial and Accounting Officer while the company searches for a new CFO. Audit fees for FY2026 were detailed, with no audit-related or tax fees billed and only $7,000 in 'All Other' fees for 401(k) plan audit work.

  • · CFO Michael E. Fortin resigned effective May 15, 2026; the Company's Controller and VP of Finance and Accounting has taken on additional responsibilities in the interim
  • · Board unanimously recommends a vote FOR Proposal 2 (ratification of Haskell & White LLP as auditor)
  • · If stockholders do not ratify the auditor selection, the Board will reconsider the matter, though ratification is not legally required
  • · Pre-approval policy permits non-audit services without specific approval only if aggregate non-audit fees are below 5% of total audit fees
  • · Beneficial ownership table is as of October 16, 2026, with Caldwell Sutter Capital, Inc. listed as a 5%+ holder
OLB GROUP, INC. DEF 14A neutral materiality 5/10

23-10-2026

OLB Group, Inc. filed its definitive DEF 14A proxy statement for a virtual 2026 Annual Meeting of Stockholders to be held November 19, 2026, with a record date of October 9, 2026 and materials first sent on or about October 23–27, 2026. Stockholders will vote on electing four directors (Ronny Yakov, Ehud Ernst, Amir Sternhell, Alina Dulimof), ratifying RBSM, LLP as auditor for fiscal 2026, approving a reverse stock split amendment at a ratio between 1-for-2 and 1-for-25, and approving the Fourth Amended and Restated 2020 Share Incentive Plan. The Board unanimously recommends voting FOR all proposals. As of the record date there were 31,199,261 shares of common stock outstanding and zero preferred shares.

  • · Annual meeting is virtual at virtualshareholdermeeting.com/OLB2026 on November 19, 2026 at 9:00 a.m. ET
  • · Reverse split, if approved, must be effected within one year of stockholder approval and is at Board's sole discretion
  • · Filing contains a drafting inconsistency: the cover notice refers to the '2025 Annual Meeting' while other sections refer to the 2026 Annual Meeting
  • · Materials-dissemination dates differ across the filing (on or about October 23, 2026 in the notice vs. October 27, 2026 in the Q&A)
  • · Filing states the Annual Report on Form 10-K for fiscal year ended December 31, 2025 accompanies the proxy
IDT CORP DEF 14A neutral materiality 3/10

23-10-2026

IDT Corporation's DEF 14A proxy statement, dated October 23, 2026, sets out board governance, director independence, and committee structure for Fiscal 2026. The Board held eight meetings in Fiscal 2026 (four regularly scheduled), and all directors except Howard S. Jonas and Elaine S. Yatzkan attended at least 75% of their board and committee meetings. Howard S. Jonas serves as Chairman while Bill Pereira is a non-voting ex-officio director, so the Board has no non-employee directors other than William Conkling, Eric F. Cosentino and Judah Schorr.

  • · Insider Trading Policy prohibits directors, officers and employees from short sales and from publicly traded options and other derivatives on Company securities, to prevent hedging of equity compensation.
  • · Board independence is governed by categorical standards aligned with NYSE definitions, covering employment, compensation, auditor relationships, interlocking compensation committees and business payments.
  • · Mr. Conkling's roles at Rafael Holdings, Inc. were the only relationship considered by the Corporate Governance Committee in its independence review of non-employee directors.
  • · Stockholders may communicate with the Board, Lead Independent Director or committee chairs in writing via the Corporate Secretary, with defined filtering categories for obscene, marketing, job-inquiry and similar communications.
  • · Howard S. Jonas has served as Chairman since the Company's inception and as an executive officer Chairman since September 2022; he previously served as CEO from October 2009 to December 2013.
  • · Eric F. Cosentino has served as Lead Independent Director since December 17, 2009 and presides over executive sessions of independent directors held at every regular Board meeting.
  • · The Audit Committee oversees appointment and oversight of the independent auditor, internal controls, internal audit and legal compliance; Mr. Conkling is designated an audit committee financial expert.
  • · Board risk oversight is divided among the Audit (financial and security risks), Compensation (pay-related risks) and Corporate Governance (governance and succession planning) committees, which report to the Board quarterly.
Lucky Strike Entertainment Corp DEF 14A neutral materiality 3/10

23-10-2026

Lucky Strike Entertainment Corp's DEF 14A proxy statement, dated October 23, 2026, covers the audit committee's reappointment of Deloitte as independent auditor for fiscal 2027 (Deloitte has served since 2022) and detailed executive compensation for the fiscal year ended June 28, 2026. The filing reports executive employment terms, severance arrangements, and option grants for CEO Thomas F. Shannon, President/CFO Robert M. Lavan, and former President Lev Ekster, whose resignation took effect March 4, 2026. The disclosure is largely governance and compensation detail rather than a material operating event, with no new performance results reported in this excerpt.

  • · Lavan's employment agreement term extended by two years to May 2027
  • · Shannon is not eligible for additional long-term equity grants until December 15, 2026
  • · Shannon's change-in-control severance is two times base plus target bonus, paid in a lump sum, versus 1x paid monthly otherwise
  • · Ekster's vested-option treatment: unvested awards vesting on or before December 31, 2026 remain outstanding; all others were cancelled
  • · Company classifies itself as a smaller reporting company using scaled Regulation S-K disclosure
  • · Shannon's Initial Option exercise prices range from $10 to $18 across five tranches; Lavan's 2023 Option from $15.33 to $19.83
bioAffinity Technologies, Inc. DEF 14A neutral materiality 6/10

23-10-2026

bioAffinity Technologies filed a definitive proxy statement (DEF 14A) dated October 23, 2026, calling a special stockholder meeting on November 20, 2026 to seek approval for five items: issuance of up to 1,128,272 shares underlying August 2026 common warrants, issuance of up to 980,072 shares underlying October 2026 common warrants, authority for non-public offerings under Nasdaq Rule 5635(d), a reduction in authorized common stock from 350,000,000 to 200,000,000 shares, and an adjournment proposal. The Board recommends FOR on all items. The filing notes 1,166,625 shares outstanding as of the September 23, 2026 record date, indicating a very small share base relative to the warrant and authorization figures.

  • · Special Meeting set for Friday, November 20, 2026 at 8:00 a.m. Central Time at the company's San Antonio, Texas office
  • · Record date is September 23, 2026; internet and telephone voting close 11:59 p.m. Eastern on November 19, 2026
  • · August 2026 private placement closed August 14, 2026; October 2026 private placement closed October 8, 2026
  • · Company describes CyPath® Lung as its first test, a noninvasive lung cancer test with growing physician adoption
  • · Filing states no filing fee is required
Hoth Therapeutics, Inc. DEF 14A neutral materiality 5/10

23-10-2026

Rocket One Inc. (formerly Hoth Therapeutics, Inc.; ticker RKTO per the filing, referenced as HOTH in the request) filed a definitive proxy statement on October 23, 2026 for its 2026 virtual annual shareholder meeting on December 17, 2026 at 12:00 p.m. ET. Six proposals are presented: election of five directors, ratification of Withum as auditor, an increase in shares reserved under the 2022 Omnibus Equity Incentive Plan from 3,091,317 to 6,341,317, an advisory Say-on-Pay vote, a reverse stock split authorization (1-for-2 to 1-for-15, exercisable until December 17, 2028), and an increase in authorized common stock from 50,000,000 to 100,000,000 shares. The company had 24,897,581 shares outstanding on the October 22, 2026 record date.

  • · Reverse split ratio range is 1-for-2 to 1-for-15, with the Board selecting the exact ratio and timing, exercisable at any time before December 17, 2028 without further shareholder approval
  • · Ratification of Auditors, Reverse Stock Split, and Authorized Share Increase are expected to be routine matters for broker voting; Plan Amendment and Say-on-Pay are non-routine
  • · Shareholders of record who return a proxy without instructions default to FOR on all six proposals
  • · Filing discloses a change of name from Hoth Therapeutics, Inc. (name change dated July 12, 2017 per EDGAR header) and a business address in Hoboken, NJ
Affirm Holdings, Inc. DEF 14A neutral materiality 3/10

23-10-2026

Affirm Holdings' DEF 14A proxy statement for its 2026 annual meeting asks stockholders to elect three Class III directors (Max Levchin, James Bray and Ryan Schneider) and to ratify Deloitte & Touche LLP as independent auditor for fiscal 2027. The Board will shrink from ten to nine members as directors Brian D. Hughes and Jeremy Liew conclude their service. Total fees paid to Deloitte rose to $6,556,986 in fiscal 2026 from $6,159,674 in fiscal 2025, although audit fees fell.

  • · Three Class III directors (Levchin, Bray, Schneider) will serve three-year terms through the 2029 Annual Meeting
  • · Directors are elected by majority of votes cast; incumbents failing to receive a majority must tender resignation
  • · Deloitte & Touche LLP has served as auditor since 2020
  • · Audit-related fees rose 123.1% year over year, driven by acquisition due diligence and service organization controls reporting
  • · Michael Linford became President in August 2026 after serving as COO from September 2024
  • · Non-employee director RSU holdings as of June 30, 2026 range from 3,579 (Watson) to 14,753 (Hughes)
1 800 FLOWERS COM INC DEF 14A neutral materiality 3/10

23-10-2026

1-800-FLOWERS.COM, Inc. has filed its DEF 14A proxy statement for an online Annual Meeting of Stockholders on December 10, 2026, with a record date of October 12, 2026. Stockholders will vote on electing eight directors, ratifying BDO USA, P.C. as auditor for fiscal year ending June 27, 2027, an advisory say-on-pay vote, and an amendment to increase authorized shares under the 2003 Long Term Incentive and Share Award Plan. As of the record date, 37,139,340 Class A shares and 27,068,221 Class B shares were outstanding, with Class B carrying ten votes per share.

  • · Annual Meeting is virtual-only on December 10, 2026 at 9:00 a.m. ET via www.virtualshareholdermeeting.com/FLWS2026
  • · Abstentions count as votes AGAINST each proposal; broker non-votes are not counted toward approval
  • · Proxies not given instructions default to FOR on all listed proposals
  • · Dual-class structure: Class B shares carry ten votes each versus one vote for Class A
  • · Company is using householding to deliver one set of materials to shared addresses
  • · Principal executive office is in Jericho, New York
FLEXSTEEL INDUSTRIES INC DEF 14A neutral materiality 4/10

23-10-2026

Flexsteel Industries' DEF 14A proxy statement for fiscal year ended June 30, 2026 sets out the Nominating and Governance Committee's director selection criteria, reports one administrative delinquency in Section 16(a) filings (late Form 4s for five officers and one for William Creekmuir), and discloses executive compensation for the three named executive officers. CEO Derek P. Schmidt's total fiscal 2026 compensation was $2,469,412, up roughly 0.4% from $2,459,195 in fiscal 2025, while Chief Growth Officer David E. Crimmins's total rose 14.4% to $1,174,463 and CFO Michael J. Ressler's rose 3.8% to $924,428. The filing also notes that the Audit and Ethics Committee reviewed audited financials with Deloitte & Touche LLP and that the Form 10-K was filed August 19, 2026.

  • · Schmidt's FY2026 compensation mix: $600,000 salary, $972,000 non-equity incentive, $839,918 stock awards, $57,494 all other compensation; no option awards granted in FY2025 or FY2026
  • · Maximum possible FY2026 performance share value is $1,007,901 for Schmidt, $355,159 for Crimmins, and $305,921 for Ressler
  • · Performance periods: FY2026 three-year award covers July 1, 2025 to June 30, 2028; FY2025 award covers July 1, 2024 to June 30, 2027
  • · Crimmins's total compensation growth was driven by a 9.4% base salary increase and a 11.2% rise in non-equity incentive pay ($373,824 to $415,800)
  • · Ressler's FY2026 All Other Compensation was $23,506, down from $25,575 in FY2025, while Crimmins's rose from $54,137 to $77,698 (supplemental medical $52,056)
  • · Board nominee criteria include a majority-independent board, conflicts-of-interest assessment, background and reference checks, and a diversity consideration without a formal diversity policy
  • · Ressler was promoted to CFO, Treasurer and Secretary in January 2024; Crimmins to Chief Growth Officer in January 2026; Kammes to VP, Talent & Customer Experience in November 2025
Destiny Tech100 Inc. DEF 14A neutral materiality 3/10

23-10-2026

Destiny Tech100 Inc. (DXYZ) filed a definitive proxy statement (DEF 14A) dated October 23, 2026, calling its annual shareholder meeting for November 20, 2026 at 2:00 P.M. Eastern Time, to be held virtually. Shareholders will vote on the election of two Class I directors, Travis Mason and Nathan Rodland, each serving until the 2029 annual meeting, and on ratifying KPMG LLP as the independent registered public accounting firm for fiscal year 2026. The Board unanimously recommends voting FOR all proposals; the filing contains no reported financial performance metrics.

  • · Record date for shareholders entitled to vote is October 9, 2026; each share of common stock gets one vote.
  • · Advance registration to attend the virtual meeting is required by 2:00 P.M. Eastern Time on November 19, 2026, via email to [email protected].
  • · Travis Mason's background includes serving as Chief Policy and Regulatory Officer of Merlin, Inc. (2022–2025) and Vice President, Certification and Regulation at Airbus (2017–2020).
  • · Nathan Rodland is currently COO at Endurance Energy Equipment Integration Co., Ltd. and previously was COO and Co-Founder of Robinhood Markets, Inc.
  • · The Company's annual report for the fiscal year ended December 31, 2025 is referenced as an N-CSR filing, available on the Company's website (https://d.xyz/tech100).
  • · Proxy materials and Notice of Internet Availability are first being released to shareholders on or about October 23, 2026.
PELOTON INTERACTIVE, INC. DEF 14A neutral materiality 4/10

23-10-2026

Peloton Interactive, Inc. has filed its DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders, to be held virtually on December 8, 2026, with a record date of October 14, 2026. Stockholders are asked to elect a Class I director, ratify Ernst & Young LLP as independent auditor for fiscal 2027, and vote on holding say-on-pay advisory votes every three years, with the Board recommending For, For, and THREE YEARS respectively. The filing highlights a majority-independent Board (6 of 7 directors), independent committees, and a pay-for-performance compensation structure for Fiscal 2026 and Fiscal 2027.

  • · Meeting is virtual only, held at www.virtualshareholdermeeting.com/PTON2026 with a 16-digit control number required
  • · Proposal 3 asks stockholders to choose frequency of say-on-pay votes, with the Board recommending THREE YEARS
  • · Compensation program uses PSUs, RSUs, and limited time-based options, with double-trigger change-in-control protections and a clawback policy
  • · Annual meeting materials first distributed on or about October 23, 2026
Blue Acquisition Corp/Cayman DEFM14A mixed materiality 8/10

23-10-2026

Blue Acquisition Corp. (BACCU), a Cayman Islands SPAC, has filed a definitive proxy statement/prospectus for an extraordinary general meeting on November 17, 2026, to approve its business combination with Blockfusion USA, Inc. under Blockfusion Digital Infrastructure, Inc. (Pubco). The Merger Consideration is valued at $450.0 million, with the Minimum Cash Condition of $75.0 million already waived by Blockfusion, while the filing notes that no PIPE or other Financing Transactions have been identified or entered into, and that non-redeeming shareholders face dilution risk from potential sponsor working capital loans and Financing Transactions.

  • · Extraordinary General Meeting scheduled for November 17, 2026 at 10:00 a.m. ET, virtual format with in-person option at Ellenoff Grossman & Schole LLP offices in New York
  • · Business Combination Agreement signed November 19, 2025 and amended six times (March 19, May 6, June 30, July 31, September 2, and September 21, 2026)
  • · Each Blue Class A Ordinary Share converts into one Pubco Class A Common Stock; each Blue Share Right (1/10 share) converts into one Pubco Class A Common Stock per right
  • · Pubco Class B Common Stock carries identical economics to Class A but 20 votes per share, creating a high-voting structure for Blockfusion Class B holders
  • · CoreWeave Conditional Warrant will be replaced by a new warrant to purchase Pubco Class A Common Stock
  • · Non-redeeming shareholders may face material dilution from sponsor working capital loan conversions and any Financing Transactions
  • · Blockfusion received material funding tied to a significant commercial agreement entered into in September 2026, which the filing says was a factor in the absence of PIPE financing
Tenaya Therapeutics, Inc. DEF 14A neutral materiality 5/10

23-10-2026

Tenaya Therapeutics has filed a definitive proxy statement (DEF 14A) for a virtual special meeting of stockholders on December 9, 2026, seeking approval of a reverse stock split at a discretionary ratio between 1-for-10 and 1-for-25. The board may choose not to implement the split even if stockholders approve it. The filing does not disclose financial results or performance metrics, so no period-over-period comparison is available.

  • · Special meeting held virtually on December 9, 2026 at 8:00 a.m. Pacific Time, with Internet/telephone voting deadline of 11:59 p.m. Eastern Time on December 8, 2026
  • · Record date is October 19, 2026; Notice of Internet Availability first sent October 23, 2026
  • · Quorum requires a majority of outstanding voting power; abstentions and broker non-votes count toward quorum
  • · Proposal passes if votes FOR exceed votes AGAINST; abstentions and broker non-votes have no effect on the outcome
  • · Board of directors recommends a FOR vote; proxies without instructions will be voted FOR
  • · Board retains discretion to abandon the reverse split before the amendment becomes effective under Delaware law
  • · Brokers are expected to have discretion to vote on this routine proposal, so broker non-votes are not expected
Marpai, Inc. DEF 14A neutral materiality 4/10

23-10-2026

Marpai, Inc. (MRAI) has filed a DEF 14A definitive proxy statement for its upcoming annual meeting (record/meeting period ending December 9, 2026), asking stockholders to elect the Board's director nominees and vote on Proposal 2. Director Sagiv Shiv has requested not to be re-nominated and will leave the board after the meeting, with the company stating his decision reflected no disagreement over operations, policies or practices. The Board unanimously recommends voting FOR both proposals.

  • · Sagiv Shiv's non-renomination was explicitly stated not to stem from any disagreement with the company on operations, policies or practices
  • · Proxy solicitation costs are paid entirely by the company; no appraisal rights apply to any proposal
  • · Proxies without specified choices will be voted in favor of proposals
  • · Questions may be directed to CFO Steve Johnson at the Tampa, FL headquarters
Sky Quarry Inc. DEF 14A neutral materiality 5/10

23-10-2026

Sky Quarry Inc. (SKYQ) filed a DEF 14A proxy statement on October 23, 2026, soliciting stockholder votes for five board nominees to serve terms expiring at the 2027 Annual Meeting, including interim CEO and President Marcus Laun, Chairman Matthew Flemming, and directors Robert Byrne, Omar Hussein, and Alexander Monje. The filing also discloses a leadership transition in which Heidi Bowman became Chief Financial Officer in August 2026, replacing Mr. Laun who had served as interim CFO from August 2025 to August 2026, and it notes that three of five directors are independent under Nasdaq rules. No quantitative financial results are presented in this excerpt.

  • · Heidi Bowman became Chief Financial Officer in August 2026; Marcus Laun had served as interim CFO from August 2025 to August 2026.
  • · Three of five directors (Byrne, Monje, Hussein) are independent under Nasdaq rules, meeting the majority requirement.
  • · Matthew Flemming has chaired the board since December 2025; Byrne, Hussein, and Monje joined the board on November 21, 2025.
  • · Mrs. Bowman was an executive at DI Overnight LLC, which entered a Chapter 7 plan of liquidation in 2025; Mr. Flemming was an executive of HII Technologies, which later entered a Chapter 11 reorganization.
  • · Board has separate Chairman and management roles, and the Audit Committee receives periodic risk and control reports.
LIQTECH INTERNATIONAL INC DEF 14A neutral materiality 3/10

23-10-2026

LIQTECH INTERNATIONAL INC has filed a DEF 14A proxy statement ahead of its annual meeting, with proxy materials to be mailed on or about October 23, 2026 and a record date of October 7, 2026. Stockholders will vote on the election of five directors (Alexander Buehler, Fei Chen, Peyton Boswell, Robert Wowk, Martin Kunz) and a Proposal 2 requiring majority approval of votes cast. The filing discloses 32,947,841 shares of common stock outstanding as of the record date.

  • · Proposal 1 (director election) is a non-routine matter; broker non-votes are expected and will have no effect on the outcome, and directors are elected by plurality vote.
  • · Proposal 2 is a routine matter that requires approval of a majority of votes cast; abstentions and non-broker votes will have no effect.
  • · Robert Wowk joined the Board on February 26, 2026 and chairs the Audit Committee; Alexander Buehler chairs the Governance and Nominating Committee; Peyton Boswell chairs the Compensation Committee.
  • · Fei Chen has served as CEO since September 12, 2022; Alexander Buehler has served as Chairman since June 23, 2023.
  • · The proxy references the Company's Annual Report for the fiscal year ended December 31, 2025 (as amended), delivered with the proxy materials at www.proxyvote.com.
Ubiquiti Inc. DEF 14A neutral materiality 2/10

23-10-2026

Ubiquiti Inc. (UI) filed its definitive DEF 14A proxy statement dated October 23, 2026, convening a virtual 2026 Annual Meeting of Stockholders on December 3, 2026 at 10:00 a.m. ET. Stockholders of record as of October 16, 2026 will vote on three proposals: re-electing Class III director Robert J. Pera, ratifying KPMG LLP as independent auditor for fiscal 2027, and a non-binding advisory vote on named executive officer compensation. The Board recommends voting FOR all three proposals. The filing is routine governance disclosure and contains no reported financial results, deal activity, or regulatory action.

  • · Annual Meeting is virtual, accessible at www.virtualshareholdermeeting.com/UI2026; votes by internet or telephone close at 11:59 pm ET on December 2, 2026
  • · Mail-in proxy cards must be received by 5:00 pm ET the day before the Annual Meeting
  • · Director nominee Robert J. Pera serves as both CEO and Chairman of the Board, and is the Board's recommended nominee for re-election
  • · Accompanying Form 10-K covers the fiscal year ended June 30, 2026
  • · Principal executive office: 685 Third Avenue, 27th Floor, New York, NY 10017
ASTROTECH Corp DEF 14A neutral materiality 2/10

23-10-2026

Astrotech Corporation (ASTC) has filed its DEF 14A proxy statement for the annual meeting of stockholders to be held December 4, 2026 in Austin, Texas. Stockholders will vote to elect seven directors and to ratify RBSM LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2027. The filing is largely procedural, with no financial performance results, acquisitions, or regulatory actions disclosed in the excerpt provided.

  • · Annual Meeting scheduled for December 4, 2026 at 9:00 a.m. Central Standard Time at 1817 West Braker Lane, Suite 400, Austin, Texas
  • · Record Date is October 13, 2026; proxy materials first distributed on or about October 23, 2026
  • · Quorum requires holders of at least one-third of outstanding shares entitled to vote
  • · Director elections require a plurality vote; withheld votes and broker non-votes will not affect the outcome
  • · Auditor ratification requires a majority of total votes cast; abstentions will not affect the outcome
  • · Online and telephone voting deadline is 11:59 p.m. Eastern Standard Time on December 3, 2026
  • · Thomas B. Pickens III has been appointed as proxy holder for shares voted by proxy
  • · Proxy materials include the Form 10-K for the fiscal year ended June 30, 2026
Wheeler Real Estate Investment Trust, Inc. DEF 14A neutral materiality 6/10

23-10-2026

Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLRL) filed a DEF 14A proxy statement on October 23, 2026, soliciting proxies for its 2026 Annual Meeting of Stockholders on December 4, 2026 at 9:30 a.m. Atlantic Standard Time in San Juan, Puerto Rico. The filing includes a proposed charter amendment authorizing a reverse stock split of the company's common stock (ratio and effective time still bracketed as [•]), with cash paid in lieu of fractional shares. Proxy holders named are Stefani D. Carter, M. Andrew Franklin, and Jason F. Simone.

  • · Annual Meeting date: December 4, 2026 at 9:30 a.m. Atlantic Standard Time, Palacio Provincial, 103 Calle de San Francisco, San Juan, Puerto Rico 00901
  • · Reverse split ratio, par value after split, and effective date/time are left as placeholders [•] in the draft Articles of Amendment
  • · Fractional share holders will receive cash equal to the fraction multiplied by the closing price on the Nasdaq on the effective date
  • · The amendment does not increase authorized stock
  • · Record/period date in the filing header is December 4, 2026
Great Elm Group, Inc. DEF 14A neutral materiality 3/10

23-10-2026

Great Elm Group, Inc. (GEG) has filed its DEF 14A proxy statement for the 2026 Annual Stockholders' Meeting, to be held online on December 16, 2026, with proxy materials made available on or about October 23, 2026. Stockholders will vote on three items: election of directors, ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending June 30, 2027, and a non-binding advisory vote on named executive officer compensation. The Board recommends voting FOR all three proposals; the excerpt provided does not disclose director nominees or the compensation figures that the proxy's pay-versus-performance section would contain.

  • · Record date for the Annual Meeting is October 19, 2026; the meeting is virtual at www.virtualshareholdermeeting.com/GEG2026AM at 8:30 a.m. Eastern.
  • · Election of directors requires a plurality of votes cast; ratification of auditor and advisory say-on-pay require a majority of shares present and entitled to vote.
  • · Broker non-votes do not affect Proposals 1 or 3; brokers may vote in their discretion on Proposal 2 (auditor ratification).
  • · Stockholders are not entitled to cumulative voting in the election of directors.
  • · Fiscal year ended June 30, 2026 Annual Report on Form 10-K is distributed with the proxy materials.
Mawson Infrastructure Group Inc. DEF 14A mixed materiality 5/10

23-10-2026

Big Digital Energy, Inc. (formerly Mawson Infrastructure Group Inc., ticker MIGI) filed a DEF 14A proxy statement on October 23, 2026, with a meeting record date of November 13, 2026. The excerpt is limited to the pay-versus-performance disclosure under Item 402(v) of Regulation S-K, which shows Compensation Actually Paid (CAP) falling sharply for the principal executive officer (PEO) in 2025 versus 2024, with a negative CAP for Rahul Mewawalla in 2025 while the Kaliste Saloom CAP was positive; average non-PEO CAP also declined year over year.

  • · Kaliste Saloom's 2025 CAP ($512,172) was positive, while Rahul Mewawalla's 2025 CAP was negative (-$1,760,262) after a $2,579,526 deduction for equity award adjustments
  • · Mewawalla's 2024 reported total of $20,263,055 was driven largely by equity awards, and the $798,973 equity award adjustment reduced CAP to $2,604,152
  • · Proxy record date is November 13, 2026, per the filing period of report

Get daily alerts with 10 investment signals, 9 risk alerts, 7 opportunities and full AI analysis of all 25 filings

$30/mo after a 14-day free trial — no credit card required. See pricing or explore intelligence streams.

More from: US Executive Compensation Proxy SEC Filings

🇺🇸 More from United States

View all →