US Executive Compensation Proxy SEC Filings — October 27, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

23 high priority 23 total filings analysed

Executive Summary

This batch of 23 DEF 14A filings for the 2026-10-27 window is dominated by governance and shareholder-vote mechanics rather than compensation design: most proxies are routine (director elections, auditor ratification, say-on-pay) or capital-structure items (reverse splits, share authorizations, Yorkville financings, blank-check extensions).

The most material situations are Mistras Group's $20.35/share cash take-private, Impact Biomedical's reverse-merger with Zoar (pending NYSE Amex listing and a July 1, 2026 outside date), VisionWave's dilution-heavy special meeting with the stock at $3.72 versus Yorkville floor prices, and Palo Alto Networks' strong fiscal 2026 growth ($11.48B revenue, up 24%; NGS ARR $9.10B, up 63%; RPO $21.2B, up 34%) absorbing the CyberArk acquisition. Among filings that disclose period-over-period figures, the picture is mixed: Stride reported net income up more than 17% and Adjusted EBITDA up more than 8%, SES AI showed Q2 revenue up over 40% YoY but down roughly 24% sequentially, and Armlogi's revenue fell 2.4% while its net loss widened 36.6%. Many proxies (Cimpress, KULR, PGIM ETF Trust, Oil-Dri, Fatpipe, Precision Optics, Galaxy Gaming) contain no financial results, so enriched period comparisons and insider-trading data are largely unavailable for them. Governance concerns recur across the set, including concentrated or super-voting control (HWH International at ~94.8% controlled, SES AI Class B shares at 10 votes, KULR Series A at 100 votes per share), combined CEO/Chair roles without a lead director, and auditor transitions (Marcum resignations at La Rosa and KULR, Grassi to HTL at HWH).

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 20, 2026.

Investment Signals (10)

  • Fiscal 2026 revenue $11.48B (up 24% YoY), NGS ARR $9.10B (up 63% YoY), RPO $21.2B (up 34% YoY), with nearly $1B of net new NGS ARR added in Q4 alone while absorbing the CyberArk acquisition

  • ▲

    Tenth straight year of revenue growth, 4.2% enrollment growth, net income up more than 17%, Adjusted EBITDA up more than 8%, and roughly $189M of share repurchases in fiscal 2026

  • ▲

    Definitive $20.35/share all-cash merger with H.I.G.-controlled Athena entities, Board unanimously recommends FOR, providing a clear take-out price for holders

  • ▲

    Q2 2026 revenue of $5.1M was over 40% above Q2 2025 and gross margin improved to 22.6% from 18.1% in Q1, though sequential revenue fell roughly 24% from Q1's $6.7M and cash stood at $163.0M

  • Impact Biomedical (IBO) (BULLISH)
    ▲

    Shares closed at $3.80 on October 22, 2026 versus $0.36 before the initial announcement, reflecting market re-rating of the Zoar business combination, but the deal still hinges on NYSE Amex listing approval for 'ZOAR'

  • Armlogi Holding (BTOC) (BEARISH)
    ▲

    Revenue fell 2.4% to $185.8M, net loss widened 36.6% to $20.9M, and G&A rose 49.7% due to underutilized leased warehouse capacity, signaling expansion costs running ahead of demand

  • VisionWave Holdings (VWAV) (BEARISH)
    ▲

    Stock at $3.72 on October 23, 2026 is well below Yorkville floor prices; reducing floor to $1.00 could yield 20M+ issuable shares versus 3,245,660 outstanding post 1-for-20 reverse split

  • Liu Ming Hui and Smart Dynamics control ~94.8% beneficially, directors and officers hold 99.2%, and the Alset Inc. credit facility maturity was extended from April 2025 to April 2026 with $3,164 accrued interest outstanding

  • Extension vote on November 20, 2026 to push the December 11, 2026 deadline out by up to twelve months, with public redemptions occurring regardless of vote and a 65% shareholder threshold for the Trust Amendment

  • Audit fees rose to $776,139 in 2025 from $469,456 in 2024 following Marcum's April 2025 resignation, with restatement-related material weaknesses and a going concern paragraph in prior-year audit reports

Risk Flags (9)

  • Authorized common shares proposed to rise from 150M to 2B with Yorkville floor-price reduction to $1.00, against a $3.72 share price and only 3.25M shares outstanding; February 2026 approval did not cover the February Note, Warrant, July Warrant or Debentures

  • Multiple material weaknesses including ASC 606 gross-versus-net errors that forced restatement of consolidated financials, limited accounting resources, and ineffective goodwill and tax provision controls; CEO also serves as Chairman with only three independent directors

  • Business combination fails if NYSE Amex does not approve the 'ZOAR' listing, and termination rights apply if not consummated by July 1, 2026; Impact holders retain only 4.80% of PubCo shares post-deal

  • Gross profit barely positive at $0.4M, net loss up 36.6% to $20.9M, and the proposed 2026 Stock Incentive Plan plus a share issuance to CEO Aidy Chou for past services could dilute holders of ~2.84M shares

  • Insiders control 99.2% beneficially with heavy related-party credit and working-capital dealings with former parent Alset Inc., leaving minority holders with limited influence

  • Class B shares carry 10 votes each, the reverse split lets the Board pick any ratio from 5:1 to 20:1 and abandon it without further approval, and Q2 revenue fell roughly 24% sequentially from Q1

  • Series A preferred carries 100 votes per share and votes with common, Marcum has resigned, and the Board recommends an annual say-on-pay cadence that requires a majority of voting power

  • Cimpress/Governance↓ [MEDIUM RISK]
    ▼

    Combined Board Chair and CEO roles (Robert Keane) with no lead director, plus standing authority to issue up to 20% of share capital and opt out of preemption rights through June 8, 2028

  • ▼

    Proposal 3 has only about 37% of outstanding common shares voting in favor against a majority-of-outstanding threshold, with abstentions and non-votes counting against; the meeting may be adjourned, and NYSE American listing preservation depends on approval

Opportunities (8)

  • $20.35 cash take-private with unanimous Board support; the spread to market price and the November 24, 2026 virtual vote (where abstentions and non-votes effectively count as no) define the arbitrage setup

  • NGS ARR up 63% YoY to $9.10B and RPO up 34% to $21.2B signal durable visibility, with the December 8, 2026 meeting putting the classified-board governance change to a shareholder vote

  • Roughly $189M of fiscal 2026 buybacks alongside a 17%+ net income rise, with a new CEO (Robert E. Knowling, Jr.) and a separated Chair/CEO role, and Dr. Steven Guttentag joining after the December 10, 2026 meeting as the board expands from eight to 10 seats

  • Shares up roughly 10x from $0.36 to $3.80 ahead of closing; a successful NYSE Amex listing of 'ZOAR' would establish a CDMO/API platform trading under a new symbol, but the deal is highly binary

  • ◆

    Gross margin improved 420 bps sequentially to 22.6%, with cash of $163.0M and no executive annual incentives paid for 2025, suggesting cost discipline ahead of the December 10, 2026 vote

  • Sponsor extension funding is capped at the lesser of $250,000 or $0.02 per public share monthly, which limits sponsor cost and preserves a path to a business combination through December 2027 if the November 20 vote passes

  • Underutilized leased warehouse capacity is the main driver of G&A growth, so an operating reset that rightsizes leases could narrow the net loss if revenue stabilizes near $185M

  • If Proposal 3 passes, the Board argues the amendment preserves capital-raising flexibility and avoids a second common vote, with ISS recommending FOR; the October 27 meeting outcome is the near-term catalyst

Sector Themes (6)

  • Reverse Splits and Dilution Authorities in Micro-caps
    ◆

    CDT Equity (multiple prior reverse splits, seeking 1-for-2 to 1-for-100 with aggregate up to 1-for-1,000), VisionWave (1-for-20 executed, authorized shares to 2B), and SES AI (5:1 to 20:1 reverse split authority) show micro-cap issuers using board-discretion reverse splits and expanded authorized capital to fund convertible and equity financings [Implication: expect continued share-count expansion and dilution in this cohort]

  • Control Concentration and Super-Voting Structures
    ◆

    HWH International (94.8% control), KULR (100-vote Series A), SES AI (10-vote Class B), and Cimpress (combined Chair/CEO, no lead director) illustrate a common pattern of concentrated voting power limiting minority influence on say-on-pay and governance outcomes [Implication: say-on-pay results in these names carry low signaling value]

  • Auditor Turnover and Control Weakness
    ◆

    Marcum resigned at La Rosa (April 2025) and KULR (CBIZ proposed for FY2026), HWH moved from Grassi to HTL, and La Rosa's audit fees jumped about 65% year-over-year to $776,139, reflecting restatements and remediation costs among smaller filers [Implication: auditor transitions in small caps warrant scrutiny of internal control disclosures]

  • Blank-Check and Special-Purpose Extension Votes
    ◆

    Jackson Acquisition II (extension to December 2027 with 65% threshold for trust changes) and Impact Biomedical (reverse-merger into PubCo with Zoar) reflect SPAC-style structures where redemptions and listing approvals dictate outcomes [Implication: redemption levels and exchange listing approvals are the key variables]

  • Operating Divergence in Growth Names
    ◆

    Palo Alto Networks (+24% revenue, +63% NGS ARR), Stride (net income +17%), and SES AI (Q2 revenue +40% YoY) contrast with Armlogi (revenue -2.4%, net loss +36.6%) and SES AI's sequential decline, suggesting growth dispersion remains wide across this proxy cohort [Implication: fundamentals, not governance alone, separate winners from laggards in the batch]

  • Proposals to Expand Compensation Flexibility
    ◆

    Terra Innovatum (Equity Incentive Plan with 5% annual evergreen to 2036, plus LTIP authority for Executive Directors), Armlogi (2026 Stock Incentive Plan and related-party share issuance to its CEO), and KULR/Stride (say-on-pay frequency votes) show boards seeking broader equity and cash-award flexibility [Implication: watch dilution from evergreen plans and related-party grants]

Watch List (8)

  • Meeting October 27, 2026 at 10:30 a.m. ET; approval needs a majority of all 367,120 common shares and only about 37% had voted in favor as of October 22, so adjournment is possible [Oct 27, 2026]

  • Mistras Group (MG) - Special Meeting
    👁

    Virtual vote on the $20.35/share merger on November 24, 2026 at 9:00 a.m. ET; abstentions and non-votes count against, and dissenting holders may seek DGCL Section 262 appraisal [Nov 24, 2026]

  • Extension and trust amendment votes on November 20, 2026, with December 11, 2026 as the current deadline and monthly extension payments subject to a 30-day cure period [Nov 20, 2026]

  • CDT Equity (CDTTW) - Special Meeting
    👁

    Nasdaq Rule 5635 issuance approval tied to J.J. Astor convertible notes and warrants, plus reverse split authority up to 1-for-1,000 aggregate; proxy revocation deadline 11:59 p.m. ET November 11, 2026 [Nov 12, 2026]

  • VisionWave Holdings (VWAV) - Special Meeting
    👁

    Authorized share increase to 2B and Yorkville floor-price reduction to $1.00; Nasdaq may exercise Rule 5101 discretion over any public offering [Meeting date per DEF 14A; monitor for adjournment]

  • Impact Biomedical (IBO) / Zoar - Business Combination Vote
    👁

    NYSE Amex listing approval for 'ZOAR' is pending and the deal can be terminated if not closed by July 1, 2026 unless extended by mutual consent [Ongoing; listing decision pivotal]

  • Palo Alto Networks (PANW) - Annual Meeting
    👁

    Virtual meeting December 8, 2026 including the shareholder-driven proposal to declassify the board, with engagement covering ~63% of outstanding shares [Dec 8, 2026]

  • Stride (LRN) - Annual Meeting and Board Refresh
    👁

    December 10, 2026 at 11:00 a.m. ET in Washington, DC, with eight director elections, KPMG ratification, say-on-pay, and Dr. Guttentag joining post-meeting as board expands to 10 [Dec 10, 2026]

Filing Analyses (23)
Power REIT DEF 14A mixed materiality 6/10

23-10-2026

Power REIT's Board is soliciting shareholder votes for its October 27, 2026 Annual Meeting, where approval of Proposal 3 (allowing Series A Preferred holders, voting as a separate class, to amend the Series A Articles Supplementary) requires a majority of all 367,120 outstanding Common Shares. As of October 22, 2026, only about 37% of outstanding Common Shares had voted in favor, so the proposal remains well short of the threshold, and non-votes effectively count against it. ISS has recommended a vote FOR, and the Board may adjourn the meeting if sufficient votes are not obtained.

  • · Record date for voting was September 11, 2026
  • · Annual Meeting scheduled for October 27, 2026 at 10:30 a.m. Eastern at 477 Madison Avenue, New York, NY
  • · Board believes approval preserves capital structure flexibility, may help preserve NYSE American listing and capital-raising ability, and avoids a second common shareholder vote
  • · Proxy statement risks flagged for shareholders include potential dilution
  • · Broker non-votes cannot be cast on Proposal 3 without explicit shareholder instructions
  • · Proxies already submitted remain valid if the meeting is adjourned; record date will not change
CDT Equity Inc. DEF 14A neutral materiality 6/10

27-10-2026

CDT Equity Inc. (Nasdaq: CDTTW) has filed a DEF 14A proxy statement for a virtual special meeting of stockholders on November 12, 2026, at 10:00 a.m. Eastern Time, with a record date of October 23, 2026. Stockholders are asked to approve (1) issuance of common stock under Nasdaq Listing Rule 5635 tied to senior secured convertible notes and warrants issued to J.J. Astor & Co., (2) one or more reverse stock splits at ratios from 1-for-2 to 1-for-100, not exceeding 1-for-1,000 in aggregate, and (3) adjournment of the meeting if needed to solicit further votes. The filing reflects a company that has already executed multiple reverse splits and is seeking additional financing and share-count flexibility.

  • · Proposal No. 2 is classified as routine, so brokers may vote uninstructed shares on it; Proposal No. 1 is non-routine, so broker non-votes may occur.
  • · Proposal No. 1 requires a majority of votes cast; abstentions and broker non-votes have no effect on the outcome.
  • · Stockholders must register in advance and, if holding in street name, obtain a legal proxy to vote during the meeting; proxy revocation deadline is 11:59 p.m. ET on November 11, 2026.
  • · The company has previously effected multiple reverse stock splits, with historical share data retroactively adjusted in the filing.
  • · Proxy materials are expected to be mailed on or about October 29, 2026; company principal office is in Naples, FL.
Terra Innovatum Global N.V. DEF 14A neutral materiality 5/10

27-10-2026

Terra Innovatum Global N.V. (NKLR) filed its DEF 14A proxy statement on October 27, 2026, seeking shareholder approval for an Equity Incentive Plan (Proposal 3) and amendments to its remuneration policy (Proposal 4). The plan reserves an initial 12,555,139 ordinary shares, with automatic annual increases of 5% of outstanding shares through 2036, and no director awards have yet been approved, so benefits are not currently determinable. The Board recommends a FOR vote on both proposals; Proposal 3 requires a majority of votes cast.

  • · No awards have been granted under the Equity Incentive Plan to Board members or Executive Directors during FY2025, and the Board has not approved any director awards under the proposed limits.
  • · Proposal 4 would allow additional cash fees to Non-Executive Directors serving on ad hoc, special or other Board committees, upon Remuneration Committee recommendation.
  • · Proposal 4 would permit a future long-term incentive plan for Executive Directors, which could include share-based, option or cash-settled awards.
  • · Under the plan, exercise prices for options cannot be reduced, and options cannot be cancelled for cash or new awards, without shareholder approval, except in change of control or capitalization adjustments.
  • · Proposal 3 is non-routine, so broker non-votes will occur without client instructions, and abstentions and broker non-votes have no effect on the outcome.
IMPACT BIOMEDICAL INC. DEFM14A mixed materiality 8/10

27-10-2026

Impact Biomedical Inc. (IBO) has filed a DEFM14A proxy statement for a Business Combination in which Impact merges with a PubCo holding company and Zoar, a Cayman Islands pharmaceutical CDMO/API company, becomes a wholly-owned PubCo subsidiary. Zoar's shareholder would receive approximately 93.32% of PubCo shares (167,976,000 shares), with Impact stockholders retaining 4.80%. The deal requires NYSE Amex listing approval and Impact stockholder approval, and can be terminated if not consummated by July 1, 2026 (extendable by mutual consent). IBO shares closed at $3.80 on October 22, 2026, versus $0.36 on the last trading date before the initial announcement.

  • · Business Combination intended to be tax-deferred under Section 351 of the Code and may qualify as a Section 368 reorganization
  • · PubCo has applied to list shares on NYSE Amex under symbol 'ZOAR'; listing approval is not yet granted and the deal fails without it
  • · Termination right if Business Combination is not consummated by July 1, 2026
  • · Impact retained CVA, which delivered a fairness opinion in May 2025 and an updated opinion in February 2026
  • · PubCo has only nominal assets (cash and cash equivalents) and no material activities beyond formation and the pending deal
  • · Waiver of closing conditions by either party could cause closing under circumstances adverse to Impact stockholders
  • · Pre-closing no-shop covenants restrict Impact and Zoar from soliciting or negotiating competing Acquisition Proposals
  • · Filing dated October 27, 2026 references a June 20, 2025 announcement date and a July 1, 2026 outside date that predates the filing, suggesting timeline inconsistencies to verify
La Rosa Holdings Corp. DEF 14A mixed materiality 7/10

27-10-2026

Stratum Holdings Corp. (formerly La Rosa Holdings Corp., LRHC) filed a DEF 14A proxy statement for its 2026 Annual Meeting, with a record date of December 11, 2026. The proxy discloses restatement-related material weaknesses in internal control over financial reporting, the April 2025 resignation of Marcum LLP and engagement of CBIZ as independent auditor, and audit fees rising to $776,139 in 2025 from $469,456 in 2024. Independent directors are Lourdes Felix, Ned L. Siegel and Marc Urbach, while the CEO also serves as Chairman.

  • · Material weaknesses cited include limited accounting resources, inadequate segregation of duties, absence of formalized policies, ineffective controls over significant estimates (goodwill impairment, income tax provision), ASC 606 gross versus net presentation errors that led to restatement of consolidated financial statements, periodic SEC filing review, and cybersecurity risk management
  • · Marcum LLP resigned effective April 29, 2025; its audit reports for 2024 and 2023 carried a going concern explanatory paragraph but no adverse or disclaimer opinion
  • · Nicholas Adler is not classified as independent due to his recent appointment as CEO and Interim CFO; Joseph La Rosa is also not independent
  • · The board has a combined CEO and Chairman structure, which the board believes is appropriate at this time
  • · Audit committee pre-approved all audit and permissible non-audit services; no non-audit fees were billed in 2025 or 2024
  • · Proposal 2 (ratification of auditor) requires a majority of shares present or represented and entitled to vote; the board recommends FOR
Stride, Inc. DEF 14A mixed materiality 6/10

27-10-2026

Stride, Inc. (LRN) filed its definitive DEF 14A proxy statement on October 27, 2026 for its December 10, 2026 annual meeting, which will elect eight directors, ratify KPMG LLP as auditor for fiscal 2027, and hold a say-on-pay vote. The letter highlights fiscal 2026 results (10th straight year of revenue growth, 4.2% enrollment growth, net income up more than 17%, Adjusted EBITDA up more than 8%, and roughly $189 million of share repurchases), alongside a significant leadership and board overhaul including a new CEO (Robert E. Knowling, Jr., July 2026), a separated Chair and CEO role, and the addition of a designee of significant stockholder Fivespan Partners. The filing does not report figures for fiscal 2026 revenue, enrollment counts, or earnings per share in the excerpt provided, so the balance of performance versus prior year is only partially visible.

  • · Record date for the annual meeting is October 19, 2026; the meeting is at 11:00 a.m. Eastern at Latham & Watkins LLP in Washington, DC.
  • · Allison Lawrence temporarily resigned from the board and Compensation Committee effective October 22, 2026, in connection with Mr. Haggart's appointment, and will return to the board after the annual meeting.
  • · Dr. Steven Guttentag is slated to join the board immediately after the annual meeting, and the board size will rise from eight to 10 seats.
  • · The Chair and CEO roles were separated when Mr. Knowling was appointed in July 2026; Mr. Fink, formerly Lead Independent Director, became independent Chair.
  • · The fiscal 2026 Form 10-K was filed with the SEC on August 4, 2026.
  • · Investors should note the Fivespan-affiliated director appointment and the new Capital Allocation Committee as signals of activist-style stockholder engagement and possible capital structure review.
Armlogi Holding Corp. DEF 14A mixed materiality 6/10

27-10-2026

Armlogi Holding Corp. (BTOC) filed its definitive DEF 14A proxy for a virtual annual meeting on December 7, 2026, asking stockholders to elect five directors, ratify ZH CPA, LLC as auditor for fiscal 2027, approve a 2026 Stock Incentive Plan, and approve issuing shares to CEO/Chairman Aidy Chou as compensation for past services. The proxy also reports weakened fiscal 2026 results: revenue fell 2.4% to $185.8 million and net loss widened 36.6% to $20.9 million, while gross profit turned slightly positive at $0.4 million and G&A rose 49.7%.

  • · Proposal 4 would issue common stock to CEO/Chairman Aidy Chou as compensation for past services, a related-party equity award that stockholders must approve
  • · Proposal 3 seeks approval of a new 2026 Stock Incentive Plan, which could dilute existing holders of roughly 2.84 million outstanding shares
  • · Underutilized leased warehouse capacity drove the G&A increase, signaling expansion costs are running ahead of demand
  • · Cash fell about 52% to $6.5M, a liquidity point investors will weigh alongside the net loss
  • · Board is 60% independent, while the CEO and Acting CFO are non-independent insiders
Mistras Group, Inc. DEFM14A neutral materiality 9/10

27-10-2026

Mistras Group, Inc. (NYSE: MG) has entered into a merger agreement dated September 17, 2026 with Athena Purchaser, LLC and Athena Merger Sub, Inc., entities controlled by funds affiliated with H.I.G. Capital, LLC, under which stockholders would receive $20.35 per share in cash upon completion. The Board unanimously recommends a FOR vote on the merger, adjournment, and non-binding compensation proposals at a virtual special meeting on November 24, 2026. Because adoption requires a majority of outstanding shares, abstentions, broker non-votes, and non-votes would effectively count as votes against the merger.

  • · Special Meeting is virtual-only on November 24, 2026 at 9:00 a.m. ET; record date is October 19, 2026
  • · Shareholders dissenting from the merger may seek appraisal rights under Section 262 of the DGCL by delivering a written demand before the vote
  • · Proxy solicitor D.F. King & Co. can be reached toll-free at 888-605-1957
  • · Compensation Proposal is a non-binding advisory vote on merger-related named executive officer pay
Oil-Dri Corp of America DEF 14A neutral materiality 3/10

27-10-2026

Oil-Dri Corporation of America has filed its definitive DEF 14A proxy statement, dated October 27, 2026, for a virtual 2026 Annual Meeting of Stockholders on December 8, 2026 at 9:30 a.m. Central Time. Stockholders will vote on electing eight directors, ratifying Grant Thornton LLP as independent auditor for the fiscal year ending July 31, 2027, and an advisory (say-on-pay) vote on named executive officer compensation. The record date is October 12, 2026. The excerpt provided is largely the cover letter and notice; the detailed governance, compensation, and financial sections are referenced but not included in the text supplied.

  • · Meeting date: Tuesday, December 8, 2026, 9:30 a.m. Central Time, held virtually at www.virtualshareholdermeeting.com/ODC2026
  • · Record date: close of business on Monday, October 12, 2026
  • · Notice of Internet Availability of Proxy Materials mailed on or about October 27, 2026
  • · Company is a Delaware corporation and a controlled company, with Common Stock and Class B Stock both entitled to vote
  • · Company cites virtual format to broaden stockholder participation, improve meeting efficiency, enhance engagement, and reduce costs
  • · Annual Report on Form 10-K for fiscal year ended July 31, 2026 is available via the proxy materials website
BILL Holdings, Inc. DEF 14A neutral materiality 3/10

27-10-2026

BILL Holdings' DEF 14A proxy statement for fiscal year ended June 30, 2026 discloses non-employee director compensation, which the Compensation Committee's consultant Semler Brossy found competitive with industry peers and recommended no changes to for fiscal 2026. The proxy also covers board turnover during the year (several directors retired or departed and new directors joined, and the Cybersecurity Committee and Compliance and Payments Operations Risk Subcommittee were replaced by a new Risk Committee in early 2026), plus the company's business update, citing nearly half a million businesses on its platform, more than nine million network members, and approximately 1,483 employees as of September 30, 2026.

  • · Semler Brossy Consulting Group LLC recommended no changes to the non-employee director compensation program for fiscal 2026 after benchmarking against industry peers.
  • · The Cybersecurity Committee and Compliance and Payments Operations Risk Subcommittee were replaced by a new Risk Committee in early 2026.
  • · Ms. Wagonfeld departed the Board in February 2026, and her December 2025 annual equity award was cancelled without vesting.
  • · Non-employee directors must hold shares worth five times their annual cash retainer, with all directors either compliant or expected to comply within five years.
  • · The platform's total payment volume represents over 1% of U.S. GDP.
Fatpipe Inc/UT DEF 14A neutral materiality 2/10

27-10-2026

FatPipe, Inc. (FATN) has filed its DEF 14A proxy statement for a virtual 2026 Annual Meeting of Stockholders to be held December 10, 2026 at 4:30 p.m. Eastern Time, with materials first made available on or about October 27, 2026. Stockholders will vote on the election of five directors and ratification of Suri & Co., Chartered Accountants as independent auditor for the fiscal year ending March 31, 2027; the Board recommends voting FOR both proposals. The filing is a routine governance disclosure and contains no financial performance results.

  • · Annual Meeting is held entirely online via live webcast; online access opens 4:15 p.m. ET on December 10, 2026
  • · Stockholders of record as of October 13, 2026 may vote over the internet or by telephone until 11:59 p.m. ET on December 9, 2026
  • · Company urges stockholders to request printed materials before November 26, 2026 to vote in time
  • · Proxies named are Ragula Bhaskar and Kanishka Ragula
  • · Auditor ratification covers the fiscal year ending March 31, 2027
Galaxy Gaming, Inc. DEF 14A neutral materiality 4/10

27-10-2026

Galaxy Gaming, Inc. (GLXZ) has filed its DEF 14A proxy statement for a virtual Annual Meeting of Stockholders to be held December 9, 2026. Stockholders of record as of October 12, 2026 (25,059,424 shares outstanding) will vote on four proposals: electing Class III director nominee Cheryl Kondra for a three-year term, an advisory say-on-pay vote, an advisory vote on say-on-pay frequency (Board recommends three years), and ratification of Baker Tilly US, LLP as auditor for fiscal 2026. The Board recommends voting FOR all proposals except frequency, which it recommends as THREE YEARS.

  • · Annual Meeting is virtual only at www.virtualshareholdermeeting.com/GLXZ2026 on December 9, 2026 at 9:00 a.m. PST; no physical location
  • · Board has fixed its size at five members; directors serve staggered three-year terms under the Second Amended and Restated Bylaws
  • · Director election is by plurality vote; say-on-pay and auditor ratification require more FOR than AGAINST votes; say-on-frequency selects the option with the most votes
  • · Broker non-votes: brokers have discretionary authority only on auditor ratification (Proposal 4), not on director election or the say-on-pay proposals
  • · Proxy materials, including the 2025 Annual Report on Form 10-K, are being mailed starting on or about October 27, 2026
  • · Board's director nominee is described as diverse, independent, and a current Board member with strong industry credentials
Palo Alto Networks Inc DEF 14A mixed materiality 8/10

27-10-2026

Palo Alto Networks filed its definitive DEF 14A proxy statement ahead of its December 8, 2026 virtual annual meeting, setting out fiscal 2026 results of $11.48 billion in total revenue (up 24% YoY), NGS ARR of $9.10 billion (up 63% YoY), and RPO of $21.2 billion (up 34% YoY). The letters also highlight completion of the CyberArk (rebranded Idira) and Chronosphere acquisitions and a proposed governance change to the classified board structure, which is a shareholder-driven item. Positive growth is accompanied by the cost of a partial year of the largest acquisition in company history, and the filing does not provide prior-period absolute figures for a full balanced comparison of all segments.

  • · Adding nearly $1 billion of net new NGS ARR in Q4 fiscal 2026 alone
  • · Partial year of the largest acquisition in company history absorbed while expanding non-GAAP operating margin
  • · Company engaged with shareholders representing approximately 63% of outstanding shares and offered discussions with holders of approximately 69%, as of June 30, 2026
  • · Board is proposing an annual advisory vote on continued service of each non-up-for-election director while retaining the classified board structure, responding to last year's declassification proposal
  • · Annual meeting scheduled for Tuesday, December 8, 2026 at 11:00 A.M. Pacific Time, held virtually
HWH International Inc. DEF 14A mixed materiality 7/10

27-10-2026

HWH International Inc. filed its DEF 14A proxy statement on October 27, 2026, seeking shareholder ratification of HTL International, LLC as independent auditor for fiscal 2026 after engaging HTL in July 2025 following Grassi & Co. (engaged January 2024). The filing discloses a highly concentrated ownership structure, with Liu Ming Hui and his affiliated entity Smart Dynamics Technology Limited controlling approximately 94.8% of beneficial ownership as of October 13, 2026, alongside extensive working-capital and credit-line dealings with former parent Alset Inc. and affiliates. Directors and executive officers as a group hold 99.2% of shares on a beneficial basis, which is a key governance consideration for minority holders.

  • · Auditor transition: Grassi & Co. engaged January 13, 2024 for FY2024; HTL International, LLC engaged July 2, 2025 for FY2025, with shareholder ratification sought for FY2026
  • · Audit Committee states all audit and non-audit services in FY2025 were pre-approved and deemed compatible with auditor independence
  • · Credit Facility with Alset Inc. maturity extended from April 24, 2025 to April 14, 2026; $3,164 of accrued interest outstanding at year-end 2025
  • · Alset International Limited was released from its Letter of Continuing Financial Support under the April 14, 2025 amendment
  • · Related-person transaction threshold set at $120,000 under Item 404 of Regulation S-K, with a policy yet to be formally adopted per the filing
  • · Filing references a 29,726,400-share outstanding base; the 180,000,000 shares attributed to Liu Ming Hui include warrants, which may inflate the percentage calculation relative to the outstanding share count
  • · The Audit Committee report and the signatory block reference EnerSyn Global Inc. rather than HWH International Inc., a discrepancy that may warrant clarification
PRECISION OPTICS CORPORATION, INC. DEF 14A neutral materiality 3/10

27-10-2026

Precision Optics Corporation, Inc. (POCI) filed its definitive proxy statement (DEF 14A) on October 27, 2026 for its annual meeting of shareholders on December 10, 2026 at its Littleton, MA headquarters. Shareholders will vote on electing five directors, an advisory say-on-pay proposal for FY2026 named executive officer compensation, and ratification of Stowe & Degon, LLC as independent auditor for FY2027. The record date is October 21, 2026, with 10,994,430 shares of common stock outstanding and one vote per share.

  • · Fiscal year ends June 30; the annual report for the year ended June 30, 2026 accompanies the proxy materials
  • · Notice and access materials mailed on or about October 27, 2026; shareholders wishing to receive printed proxy materials must request them before December 1, 2026
  • · Shareholder list available for inspection for ten days before the meeting at the Secretary's office in Littleton, MA
  • · Board recommends FOR all three proposals: director election, say-on-pay, and auditor ratification
  • · Proxy materials available at www.proxyvote.com; Investor Relations contact is [email protected] or (602) 889-9670
Jackson Acquisition Co II DEF 14A mixed materiality 7/10

27-10-2026

Jackson Acquisition Company II (JACS-RI), a Cayman Islands blank check company, has filed a definitive proxy statement for an extraordinary general meeting on November 20, 2026, seeking shareholder approval to amend its articles and trust agreement to allow the Board to extend its deadline to complete an initial business combination from December 11, 2026 by up to twelve one-month periods through December 11, 2027. Without approval, the company would be precluded from completing a business combination and would be forced to liquidate. The extension is funded by sponsor deposits of the lesser of $250,000 or $0.02 per remaining public share per month, with redemptions by public shareholders occurring regardless of their vote.

  • · Redemptions by public shareholders occur based on the Trust Account balance two business days before the meeting if the Articles Amendment is implemented, regardless of how they vote
  • · If a monthly extension payment is not deposited by the termination date, the company has a 30-day Cure Period before mandatory trust liquidation
  • · The Extension Amendment Proposal and Trust Amendment Proposal are cross-conditioned; the Trust Amendment requires approval by at least 65% of outstanding ordinary shares
  • · The company reserves the right to cancel the meeting and liquidate, redeeming Public Shares if no business combination is consummated by the Current Termination Date
  • · Shareholders wishing to attend in person must reserve by 4:00 p.m. ET on November 18, 2026
SES AI Corp DEF 14A mixed materiality 6/10

27-10-2026

SES AI Corporation's DEF 14A proxy statement, filed October 27, 2026, calls a virtual 2026 Annual Meeting for December 10, 2026, with five proposals: director elections, ratification of Grant Thornton LLP as auditor, a non-binding say-on-pay vote, a board-discretion reverse stock split at a 5:1 to 20:1 ratio, and an officer exculpation charter amendment. The letter reports Q2 2026 revenue of $5.1 million (over 40% above Q2 2025) with gross margin improving to 22.6% from 18.1% in Q1, while cash stood at $163.0 million as of June 30, 2026, and no annual cash incentives were paid to executives for 2025.

  • · Q1 2026 revenue of $6.7M declined to $5.1M in Q2 2026, a sequential drop of roughly 24%
  • · Reverse split proposal lets the Board set the exact ratio within 5:1 to 20:1 and abandon it without further stockholder approval
  • · Class B shares carry 10 votes each, so controlling holders retain outsized voting power
  • · NDAA-compliant drone battery cell revenue is expected only beginning Q4 2026
  • · Record Date for voting is October 13, 2026
AUTOZONE INC DEF 14A neutral materiality 4/10

27-10-2026

AutoZone's DEF 14A for its December 16, 2026 Annual Meeting covers the election of 10 directors, auditor ratification (Ernst & Young LLP), an advisory say-on-pay vote, and approval of amended Employee and Executive Stock Purchase Plans. Chairman Bill Rhodes states the Board reduced its size to ten after director Claire McDonough decided not to stand for re-election, and that the Chairman and CEO roles remain split under CEO Phil Daniele.

  • · Record date for voting is close of business October 19, 2026; meeting held at 8:00 a.m. Central Time at the J.R. Hyde III Store Support Center in Memphis, Tennessee
  • · Phil Daniele became AutoZone's fifth CEO after a succession process lasting over three years; the Chairman and CEO roles were split for the first time since 2007
  • · Bill Rhodes' transition from Executive Chairman to Chairman was effective January 2026, marking the final step of the leadership transition plan
  • · Two longer-tenured directors declined re-election at the 2024 annual meeting, followed by a third-party search that added Claire McDonough and Constantino Spas Montesinos
  • · Board is seeking to balance director tenure, citing the need for both long-tenured perspective and fresh independent viewpoints
  • · Proxy Statement references the Annual Report on Form 10-K for the fiscal year ended August 29, 2026 (FY26)
VisionWave Holdings, Inc. DEF 14A negative materiality 8/10

27-10-2026

VisionWave Holdings (Nasdaq: VWAV/VWAVW) filed a DEF 14A seeking stockholder approval at a Special Meeting for six proposals, five of which relate to its capital structure and Yorkville financing, including raising authorized common shares from 150,000,000 to 2,000,000,000 and reducing the floor price on certain notes and debentures to $1.00. The company has already executed a 1-for-20 reverse split (effective September 22, 2026), leaving 3,245,660 shares outstanding as of the Record Date, and its stock traded at $3.72 on October 23, 2026, well below the floor prices of its Yorkville instruments. Dilution risk is substantial, with the filing noting that the floor-price reduction could produce roughly 20 million or more shares issuable, while stockholders have no appraisal rights.

  • · Yorkville floor-price reduction to $1.00 could allow conversion of the July 2025 Note, February 2026 Note and Debentures into a very large number of shares, potentially 20 million or more
  • · Five of six proposals relate to capital structure and Yorkville financing; Nasdaq may exercise discretionary authority under Rule 5101 for any public offering
  • · February 2026 Approval covered only SEPA-related shares, with substantially all issued as of September 28, 2026, and did not extend to the February 2026 Note, February 2026 Warrant, July 2026 Warrant or Debentures
  • · February 2026 Warrant repriced from $180.00 to $30.00 per share (post-split) on September 10, 2026
  • · Potential public offering warrants could reset to as low as 25% of the Minimum Price, potentially exceeding authorized, unissued and unreserved shares
KULR Technology Group, Inc. DEF 14A neutral materiality 3/10

27-10-2026

KULR Technology Group, Inc. filed a definitive DEF 14A proxy statement on October 27, 2026 for a completely virtual annual meeting of stockholders on December 17, 2026 at 12:00 p.m. Eastern Time. Stockholders will vote on electing three directors, ratifying CBIZ CPAs P.C. as the independent auditor for fiscal 2026, a non-binding advisory vote on named executive officer compensation, and a non-binding advisory vote on the frequency of future say-on-pay votes, with the Board recommending ONE YEAR. The filing contains no financial performance results, so no period-over-period comparison is available.

  • · Marcum LLP resigned as the Company's independent registered public accounting firm; CBIZ CPAs P.C. is proposed as its replacement for fiscal year ending December 31, 2026
  • · Series A voting preferred stockholders vote together with common stockholders, with each preferred share carrying 100 votes, giving the preferred substantial voting influence
  • · Proposal 4 requires a majority of voting power for any frequency option; if none achieves a majority, the Board will consider the option with the most votes
  • · No live stockholder question-and-answer session will be held at the annual meeting
  • · No dissenters' rights are available to stockholders for any matter voted on at the meeting
  • · Broker non-votes do not affect the outcome of Proposals 1, 3 and 4 (non-routine matters)
CIMPRESS plc DEF 14A neutral materiality 3/10

27-10-2026

Cimpress plc has filed its definitive proxy statement for the 2026 Annual General Meeting of Shareholders, to be held December 8, 2026 in Dublin, Ireland. Shareholders will vote on reappointing director Sophie A. Gasperment, an advisory say-on-pay vote on named executive officer compensation, renewal of Board authority to issue shares (up to 20% of share capital) and to opt out of preemption rights until June 8, 2028, and reappointment of PricewaterhouseCoopers Ireland as statutory auditor. The filing contains no financial results or period-over-period performance figures.

  • · Board authority to issue shares and opt out of preemption rights expires June 8, 2028
  • · Shareholders of record as of October 12, 2026 are entitled to vote; proxies must be received by 11:59 p.m. EST on December 7, 2026
  • · Board chair and CEO roles are combined (Robert Keane), with no lead director appointed; all non-employee directors are deemed independent under Nasdaq rules
  • · Proposal 4 requires a 75% special resolution; all other proposals require a simple majority of votes cast
  • · Fiscal year ended June 30, 2026 statutory financial statements will be presented to shareholders
PGIM ETF TRUST DEF 14A neutral materiality 3/10

27-10-2026

PGIM Investments LLC has filed a definitive proxy statement on behalf of a multi-registrant fund complex, calling a joint special shareholder meeting for December 21, 2026 at 10:00 a.m. Eastern Time in Newark, New Jersey. Shareholders of all funds will vote on the election of Board members (Proposal No. 1), while shareholders of PGIM Jennison Focused Growth Fund will additionally vote on a modified manager-of-managers policy (Proposal No. 2) and changes to fundamental investment policies on underwriting, real estate, and commodities (Proposal No. 3). Boards unanimously recommend voting 'For' all proposals, and the filing states that the proposals do not change the fund's investment objective, principal strategies, or management fee.

  • · Proxy solicitation is handled by Sodali Fund Solutions; shareholders may call 1-888-874-8506 for assistance.
  • · Internet and telephone votes must be entered by 11:59 p.m. Eastern Time on the day before the Meeting.
  • · If Proposal No. 2 is not approved, the fund continues under its existing manager-of-managers authority; if a Proposal No. 3 sub-proposal fails, the existing fundamental policy on that subject remains in effect.
  • · Proposal No. 2 would not change the management fee paid to the Manager.
  • · The meeting may be adjourned to permit further solicitation if quorum or approval is not reached.
Madison Square Garden Sports Corp. DEF 14A neutral materiality 5/10

27-10-2026

MSG Knickerbockers Corp. (formerly Madison Square Garden Sports Corp., NYSE: MSGK) filed its DEF 14A proxy for a December 8, 2026 annual meeting, seeking votes on election of 12 directors, ratification of the independent auditor, and an advisory say-on-pay vote, with the Board recommending FOR on all items. The filing discloses that the company completed a corporate separation on October 26, 2026 (the Rangers Distribution), after which several directors departed to MSG Rangers Corp. and Irving Azoff and Isiah L. Thomas III were appointed to the Board. The filing contains no quantitative financial results, so performance comparisons are not available in this document.

  • · Annual meeting of stockholders scheduled for December 8, 2026
  • · Company changed name from Madison Square Garden Sports Corp. to MSG Knickerbockers Corp. on the Rangers Distribution Date
  • · Company converted from Delaware to Nevada corporation on June 10, 2025
  • · Executive incentive design: annual bonus initially funded by AOI with strategic modifier; long-term awards split 50% performance stock units (revenues and AOI) and 50% restricted stock units (stock price performance)
  • · Restricted stock units for directors subject to holding requirement through end of Board service
  • · Board nominees are elected to one-year terms, and the Board conducts at least annual self-assessments

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