Executive Summary
Across 43 DEF 14A filings dominated by 2026 proxy statements, overarching themes include robust 2025 financial performance in banks and energy firms (e.g., Trustmark NII +8.4% YoY to $647.2M, Marathon $4.0B net income), contrasted by cash flow deterioration (Unisys OCF -$140M from +$135.1M YoY) and SPAC distress (Trailblazer/Compass low trust balances risking dissolution). Capital returns are strong with $5.2B from Truist (+$10B buyback program), $4.5B from Marathon (dividend +10% YoY), and dividends across financials, signaling management conviction amid high say-on-pay support (Saia 96.9%). Governance enhancements like board refreshments (Truist additions, Trex retirements) and declassifications (Marathon) prevail, with reverse splits in 5 small caps/biotechs (NextPlat 1:50 max) indicating listing pressures. Period trends show revenue/earnings growth in 8/43 (avg +10-25% YoY where quantified), cost savings (Moderna 30% YoY), but expense rises (Trustmark +5.5%). A catalyst cluster of 30+ AGMs April 21-May 6, 2026, offers voting-driven volatility; favor outperformers like financials for relative strength vs. SPACs.
Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from March 13, 2026.
Investment Signals(12)
- TRUIST FINANCIAL CORP↓(BULLISH)▲
$5.2B returned to shareholders in 2025 via dividends/repurchases, new $10B share repurchase program approved, growth in loans/credit
- Marathon Petroleum Corp↓(BULLISH)▲
$4.0B net income, $12.0B adjusted EBITDA (+94% refining utilization), $4.5B shareholder returns, quarterly dividend +10% YoY to $1.00, $4.4B buyback capacity
- Moderna, Inc.↓(BULLISH)▲
$1.9B total revenue, $2.2B annual cost savings (30% reduction from 2024), $8.1B cash position, 3 regulatory approvals, 8 Phase 2/3 trials
- Trustmark Corp↓(BULLISH)▲
Record $224.1M net income (up YoY), net interest income +8.4% YoY to $647.2M, mortgage banking revenue +24.2% to $33.1M, CET1 11.72%
- CSB Bancorp, Inc.↓(BULLISH)▲
Record 2025 performance with $1.3B assets, $1.1B deposits (+YoY), $13.4M net income, $4.3M cash dividends
- Core Natural Resources, Inc.↓(BULLISH)▲
Post-merger $305.8M operating cash flow, $246.1M free cash flow, exceeded $110-140M annual synergy targets, $245.1M returned (3.1M shares repurchased at $72.61 avg)
- Aptiv PLC↓(BULLISH)▲
Record 2025 revenue/adjusted EBITDA/adjusted EPS, resilient supply chain, Versigent spin-off on track Apr 1 2026
- Saia INC↓(BULLISH)▲
96.9% say-on-pay approval 2025, CEO comp $6.3M (83% stock awards), strong governance with clawbacks/stock ownership
- Bridgewater Bancshares Inc↓(BULLISH)▲
Core deposit growth, NIM expansion, profitable loan growth, asset quality strong, 93.6% say-on-pay 2025, 20% insider ownership
- COCA COLA CO↓(BULLISH)▲
2025 resilience with 2.2B daily drinks, 32 billion-dollar brands (+12 since 2017), leadership continuity to Henrique Braun
- VICI Properties INC↓(BULLISH)▲
86% independent board, 100% meeting attendance, full 5x stock ownership compliance, no governance declines
- Ferguson Enterprises Inc.↓(BULLISH)▲
Positioned in $340B construction markets, fiscal year-end transition to Dec 31 completed Jan 1 2026, strong governance
Risk Flags(10)
- TRUIST FINANCIAL CORP/Say-on-Pay↓[MEDIUM RISK]▼
Disappointing 2025 advisory vote support, leading to enhanced engagement/comp adjustments despite $5.2B returns
- Unisys CORP/Cash Flow↓[HIGH RISK]▼
Operating cash flow sharply deteriorated to -$140.0M from +$135.1M YoY 2024, free cash flow -$217.6M
- Trailblazer Merger Corp I/SPAC Extension↓[HIGH RISK]▼
Special meeting Mar 27 2026 to extend deadline to Jun 30 or face dissolution Mar 30, trust $4.03M ($12.11/share redemption vs $10.75 trading)
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Trust $1.3M as of Mar 13 ($11.72/share), high prior redemptions, extend to Jul 20 2026 or liquidate
- Saia INC/Incentives↓[MEDIUM RISK]▼
All NEOs received zero bonus and zero non-equity incentive pay in FY2025 despite 96.9% say-on-pay
- Trustmark Corp/Expenses↓[MEDIUM RISK]▼
Noninterest expenses +5.5% YoY to $512.2M, deposit growth modest +2.6% despite NII gains
- Lexicon Pharmaceuticals/Dilution↓[MEDIUM RISK]▼
Proposing double authorized shares 450M to 900M (423M outstanding, nearly exhausted) Apr 30 2026
- NextPlat Corp/Reverse Split↓[MEDIUM RISK]▼
Authorizing board for 1-for-5 to 1-for-50 reverse split by Mar 27 2028, 27M shares outstanding
- Cue Biopharma/Reverse Split↓[MEDIUM RISK]▼
Amendment for 1-for-30 to 1-for-50 reverse split at board discretion Apr 13 2026
- New ERA Energy & Digital/Issuance↓[MEDIUM RISK]▼
Special meeting Apr 15 2026 for excess common shares issuance under Nasdaq 5635 amid 56M shares outstanding
Opportunities(10)
- Marathon Petroleum/Board Reforms↓(OPPORTUNITY)◆
Apr 29 2026 vote to declassify board/eliminate supermajority provisions amid $4.4B buyback capacity
- Aptiv PLC/Spin-off Catalyst↓(OPPORTUNITY)◆
Electrical Distribution spin-off to Versigent (VGNT) on track Apr 1 2026 unlocking value post-record 2025 metrics
- TRUIST FINANCIAL CORP/Buyback Expansion↓(OPPORTUNITY)◆
New $10B repurchase program ahead of Apr 28 2026 meeting, post-$5.2B returns
- Core Natural Resources/Synergies↓(OPPORTUNITY)◆
Exceeded post-merger targets ($110-140M annual), $246M FCF supports further returns Apr 30 2026
- Moderna/Pipeline Momentum↓(OPPORTUNITY)◆
3 approvals/8 late-stage oncology trials, $8.1B cash for May 6 2026 meeting catalysts
- Trustmark Corp/Capital Strength↓(OPPORTUNITY)◆
CET1 11.72%/total capital 14.41%, NII/mortgage growth for Apr 28 2026 vote
- Bridgewater Bancshares/Alignment↓(OPPORTUNITY)◆
20% insider ownership, NIM expansion/93.6% say-on-pay, approve 2026 equity plan Apr 28
- CSB Bancorp/Growth↓(OPPORTUNITY)◆
Record $13.4M NI/assets $1.3B, community ties (25 officers on non-profits) for Apr 22 meeting
- VICI Properties/Governance Premium↓(OPPORTUNITY)◆
Proxy access/5x ownership, 86% independent board undervalued ahead Apr 28
- Ferguson Enterprises/Market Positioning↓(OPPORTUNITY)◆
$340B TAM, FY transition complete, virtual Apr 30 meeting
Sector Themes(6)
- Financials Capital Returns Surge(BULLISH IMPLICATION)◆
8/15 banks/financials (Truist $5.2B+$10B buyback, Marathon $4.5B/div +10%, CSB $4.3M divs) prioritize shareholders vs flat/declining peers, implying sector rotation into yield
- SPAC Distress & Extensions(BEARISH IMPLICATION)◆
4/43 (Trailblazer trust $4M, Compass $1.3M, low redemptions $11-12/share) face Mar/Apr 2026 votes or liquidation, high short opportunities amid merger delays
- Biotech/Small Cap Reverse Splits(MIXED IMPLICATION)◆
5 firms (NextPlat/Cue/BIO-Key 1:30-50, Strive 1:20 completed Feb) signal listing risks but potential post-split rallies if approvals pass Apr meetings
- Say-on-Pay Alignment High(BULLISH GOVERNANCE)◆
70%+ approvals where disclosed (Saia 96.9%, Bridgewater 93.6%, Truist low outlier prompting fixes), supports comp structures tied to performance
- Cash Flow Divergence in Tech/Industrials(SELECTIVE BULLISH)◆
Positives (Core $306M OCF, Moderna 30% savings) vs negatives (Unisys -$140M swing), favor outperformers for Q2 2026 catalysts
- Board Refreshments Accelerate(POSITIVE GOVERNANCE)◆
10+ filings (Truist Pruzan add/Voorhees retire, Trex 2 retires, Moderna Sagan out) reduce avg tenure/age, enhancing agility amid Apr AGM cluster
Watch List(8)
Mar 27 2026 special meeting; dissolution risk Mar 30 if fails, monitor Cyabra merger progress
Mar 27 2026 virtual meeting; board discretion up to 1:50 by 2028, Nasdaq compliance
Versigent (VGNT) on track Apr 1 2026; watch AGM Apr 29 for updates on record metrics
Apr 28 2026 virtual; post-low vote changes, $10B buyback approval
Apr 30 2026 meeting post-10K Feb 25; exceeded profitability but -$140M OCF swing
Apr 30 2026 vote on 450M to 900M authorized amid 423M outstanding
Upcoming meeting post-Mar 11 trust $1.3M; Jul 20 deadline if approved
- Multiple Financials/AGM Cluster👁
Apr 28-30 2026 (Trustmark, Saia, VICI, etc.); monitor say-on-pay, director elections, capital plans
Filing Analyses(43)
16-03-2026
Truist Financial Corporation's 2026 proxy statement reports 2025 progress including growth in wholesale and consumer loans, strong credit results, positive operating leverage, and $5.2B returned to shareholders via dividends and repurchases, plus approval of a new $10B share repurchase program. However, the 2025 say-on-pay advisory vote received disappointing shareholder support, prompting enhanced engagement and compensation program adjustments for better pay-performance alignment. The Board refreshed with Jonathan Pruzan's addition, Steven Voorhees' retirement, and new committee chairs, ahead of the April 28, 2026 virtual annual meeting.
- ·Annual meeting date and time: April 28, 2026 at 11:00 a.m. Eastern Time (virtual webcast at www.virtualshareholdermeeting.com/TFC2026)
- ·Shareholder record date: February 19, 2026
- ·Board proposals: Election of directors (FOR), advisory vote on executive compensation (FOR), ratification of PricewaterhouseCoopers LLP as auditors (FOR), amendment and restatement of 2022 Incentive Plan (FOR), shareholder proposal on risks from policy-customer misalignment (AGAINST)
16-03-2026
VICI Properties Inc. issued its 2026 Proxy Statement for the April 28, 2026 annual stockholder meeting (record date March 2, 2026), seeking approval for election of seven director nominees (86% independent), ratification of Deloitte & Touche LLP as independent auditors, and a non-binding advisory vote on named executive officer compensation. The Board emphasizes strong governance including separate independent Chair and CEO roles, annual director elections, majority voting, proxy access, full compliance with 5x stock ownership guidelines, and 100% attendance at least 75% of meetings; no declines or flat metrics in governance compliance are noted.
- ·Director tenure mix: three directors with 9 years, two with 8 years, one with 6 years as of proxy date
- ·Director retirement policy: resignation offered upon turning 75 prior to next annual meeting
- ·Stock ownership guidelines: 5x annual cash retainer for all directors
- ·Opted out of Maryland Unsolicited Takeover Act (MUTA), Business Combination Statute, and Control Share Acquisition Statute
- ·100% offset of Scope 2 emissions via renewable energy credits (RECs) for 2024 and 2025
16-03-2026
Ferguson Enterprises Inc. (FERG) filed its DEF 14A Proxy Statement on March 16, 2026, for the virtual 2026 Annual Meeting on April 30, 2026, seeking shareholder approval to elect 11 director nominees, ratify Deloitte & Touche LLP as independent auditors for fiscal 2026, and approve on an advisory basis the compensation of Named Executive Officers for the five-month fiscal transition period from August 1 to December 31, 2025. The company highlights its positioning in the $340B residential and non-residential construction markets, strong governance practices, and the successful completion of its fiscal year-end transition to December 31 as of January 1, 2026, aligning with its U.S. headquarters move. No performance declines or flat metrics are disclosed in the filing.
- ·Record date for shareholders entitled to vote: March 3, 2026
- ·Annual meeting details: Virtual webcast at www.virtualshareholdermeeting.com/FERG2026, 4:00 p.m. Eastern Time on April 30, 2026
- ·Fiscal year end transition completed January 1, 2026, from July 31 to December 31
16-03-2026
Trailblazer Merger Corp I is holding a special stockholder meeting on March 27, 2026, to vote on amending its charter and trust agreement to extend the business combination deadline from March 30, 2026, up to three one-month increments until June 30, 2026, to facilitate its pending merger with Cyabra Strategy Ltd., with sponsor deposits of $0.035 per unredeemed public share per extension. The trust account balance is $4.03M as of March 11, 2026, yielding a $12.11 per share redemption price, while public shares trade at a discount of $10.75. Without approval, the company faces dissolution and liquidation after the current termination date.
- ·Merger agreement originally dated July 22, 2024, and amended November 11, 2024, and November 6, 2025.
- ·Special Meeting via teleconference: US toll-free 877-853-5257 or 888-475-4499; Meeting ID 917-9737-9034; Passcode 619829.
16-03-2026
NextPlat Corp has issued a proxy statement for a virtual Special Meeting of stockholders on March 27, 2026, seeking approval for Proposal 1 to amend its Articles of Incorporation, authorizing the Board to effect one or more reverse stock splits of common stock at ratios from 1-for-5 to 1-for-50 (aggregate not exceeding 1-for-50) anytime prior to March 27, 2028, with 26,976,215 shares outstanding as of the March 2, 2026 record date. Proposal 2 allows adjournment if needed to solicit more proxies for Proposal 1. No financial performance metrics or period comparisons are provided in the filing.
- ·Common stock par value: $0.0001 per share
- ·Record Date: March 2, 2026
- ·Special Meeting: March 27, 2026 at 10:00 AM EDT (virtual only)
- ·Reverse stock split authority expires: March 27, 2028
16-03-2026
Saia, Inc.'s 2026 proxy statement outlines the virtual annual meeting on April 29, 2026, to elect ten directors, approve executive compensation on an advisory basis, and ratify KPMG LLP as auditors for fiscal 2026. 2025 say-on-pay received 96.9% approval, with CEO Frederick J. Holzgrefe III total compensation at $6.3M, primarily from $5.2M stock awards, while all NEOs had zero bonus and non-equity incentive pay. Governance highlights include independent board committees, stock ownership guidelines, and clawback policies, with no reported declines or flat metrics in performance linkage.
- ·Annual meeting record date: March 2, 2026
- ·2027 stockholder proposal deadlines: no later than November 15, 2026 (for proxy inclusion); December 30, 2026 to January 29, 2027 (bylaws)
- ·All NEOs received zero bonus and zero non-equity incentive plan compensation in FY2025
- ·Five of ten directors joined the board in the last seven years
16-03-2026
Lexicon Pharmaceuticals' DEF 14A proxy statement for the April 30, 2026 annual stockholder meeting proposes electing three Class II directors, ratifying a Seventh Amended and Restated Certificate of Incorporation to double authorized common shares from 450M to 900M, approving amended 2026 Equity Incentive Plan and 2026 Non-Employee Directors’ Equity Incentive Plan, an advisory vote on named executive officer compensation, and ratifying Ernst & Young LLP as auditors for fiscal 2026. As of the March 6, 2026 record date, 423,680,611 common shares were outstanding, nearly exhausting current authorized shares. No financial performance metrics or period-over-period comparisons are disclosed.
- ·Annual meeting at 8:00 a.m. CDT, Embassy Suites by Hilton The Woodlands at Hughes Landing, 1855 Hughes Landing Boulevard, The Woodlands, Texas 77380
- ·Quorum requires majority of outstanding shares; directors elected by plurality vote; other proposals by majority of votes cast (abstentions and broker non-votes not counted)
- ·Holders of Series B Convertible Preferred Stock not entitled to vote
16-03-2026
Cue Biopharma, Inc. issued its definitive proxy statement for the 2026 Annual Meeting on April 13, 2026, proposing the election of seven director nominees (Usman Azam, Peter A. Kiener, Frank Morich, Pamela Garzone, Patrick Verheyen, Jill Broadfoot, and Pasha Sarraf), ratification of RSM US LLP as independent auditors for the fiscal year ending December 31, 2026, advisory approval of named executive officer compensation, and an amendment to effect a reverse stock split at a ratio between 1-for-30 and 1-for-50 at board discretion. The meeting will be held virtually with a record date of March 9, 2026. No period-over-period financial metrics or performance changes are disclosed in the provided filing content.
- ·Record date: March 9, 2026.
- ·Annual Meeting: April 13, 2026, 9:00 a.m. ET, virtual at www.virtualshareholdermeeting.com/CUE2026.
- ·Proxy materials available/mailing date: on or about March 16, 2026.
- ·References 2025 Annual Report on Form 10-K for fiscal year ended December 31, 2025.
16-03-2026
Tiptree Inc. filed its definitive DEF 14A proxy statement on March 16, 2026, disclosing detailed executive compensation data under pay versus performance rules, including equity awards, fair value changes, vesting values, and adjustments for Principal Executive Officer (PEO) Michael Barnes and prior PEO Jonathan Ilany across fiscal years 2021-2025, as well as non-PEO Named Executive Officers (NEOs). No specific compensation amounts or performance metrics are numerically detailed in the provided filing excerpt. The disclosures cover various components such as equity awards reported in summary compensation tables, changes in fair value of outstanding and unvested awards, year-end fair values, and dividends on equity awards.
- ·Filing covers fiscal years 2021 through 2025.
- ·Currency specified as USD.
16-03-2026
Strive, Inc. (ASST) has issued a proxy statement for its virtual annual stockholder meeting on April 27, 2026, seeking ratification of KPMG LLP as independent auditor for the fiscal year ending December 31, 2026. The record date is March 6, 2026, with 66,777,785 shares of Common Stock outstanding (56,897,668 Class A and 9,880,117 Class B, post 1-for-20 reverse stock split effective February 6, 2026). Previously, on February 5, 2026, directors were elected and the 2026 Omnibus Equity Incentive Plan ratified via written consent (Schedule 14C).
- ·1-for-20 reverse stock split of Class A and Class B Common Stock effective February 6, 2026, to maintain Nasdaq listing.
- ·Annual Meeting at www.virtualshareholdermeeting.com/ASST2026; no physical location.
- ·Proxy materials available on or about March 16, 2026; annual report for year ended December 31, 2025 available online.
16-03-2026
Motorsport Games Inc. filed a DEF 14A proxy statement seeking shareholder approval for the election of John Delta and Guoquan (Paul) Huang as Class II directors for a two-year term expiring at the 2028 Annual Meeting. The Board consists of four members, with Class I directors Andrew P. Jacobson and Navtej Singh Sunner continuing until the 2027 Annual Meeting. No financial performance data or period comparisons are disclosed in the filing.
- ·Stockholder proposals for inclusion in 2027 proxy materials due by November 16, 2026.
- ·Advance notice for 2027 Annual Meeting director nominations: 60-90 days before first anniversary of prior meeting.
- ·Rule 14a-19 notice for alternative director nominees due by February 16, 2027.
- ·Guoquan (Paul) Huang appointed to Board pursuant to Purchase Agreement dated April 11, 2026.
- ·Company address: 3350 SW 148th Avenue, Suite 207, Miramar, Florida 33027; Phone: (305) 413-0812.
16-03-2026
Associated Banc-Corp's DEF 14A proxy statement, filed March 16, 2026, solicits votes for its virtual Annual Meeting on April 28, 2026, including election of 10 director nominees, advisory approval of named executive officer compensation, and ratification of KPMG LLP as independent auditors for the year ending December 31, 2026. The record date is March 5, 2026, with 165,333,570 shares of common stock outstanding. No financial performance metrics, period-over-period changes, or material positives/negatives are disclosed in the filing.
- ·Annual Meeting held virtually at www.virtualshareholdermeeting.com/ASB2026 at 11:00 a.m. CDT on April 28, 2026.
- ·Voting deadline: 11:59 p.m. ET on April 27, 2026 via internet or telephone.
- ·Proxy materials and 2025 Form 10-K available at http://materials.proxyvote.com/045487.
16-03-2026
DiamondRock Hospitality Company's DEF 14A proxy statement, filed March 16, 2026, invites stockholders to the virtual annual meeting on April 28, 2026 at 10:00 a.m. ET to elect eight directors, approve on a non-binding advisory basis the named executive officer compensation, and ratify KPMG LLP as independent auditors for the fiscal year ending December 31, 2026. The record date for voting eligibility is February 27, 2026. No specific financial or performance metrics are detailed in the provided content.
- ·Annual meeting held virtually at www.virtualshareholdermeeting.com/DRH2026
- ·Company address: 7373 Wisconsin Avenue, Suite 1900, Bethesda, MD 20814
16-03-2026
Marathon Petroleum Corporation's 2026 Proxy Statement reports strong 2025 performance including $4.0B net income attributable to MPC, $12.0B adjusted EBITDA, $8.3B net cash from operations, 94% refining utilization, and 105% margin capture. The company returned $4.5B to shareholders through dividends and repurchases, increased its quarterly dividend ~10% to $1.00 per share, and had $4.4B available under share repurchase authorizations as of December 31, 2025. Proposals for the April 29, 2026 virtual Annual Meeting include electing four Class III directors, ratifying the independent auditor, advisory approval of NEO compensation, declassifying the Board, and eliminating supermajority provisions.
- ·2026 Annual Meeting held exclusively online on April 29, 2026; record date March 3, 2026.
- ·Board composition post-meeting: average age 64.7 years, average tenure 6.8 years, 10 of 11 independent.
- ·Six MPC refineries received 2025 ENERGY STAR certification.
- ·MPC controls MPLX through ownership of its general partner MPLX GP LLC.
16-03-2026
New Era Energy & Digital, Inc. (formerly Roth CH V Holdings, Inc., New Era Helium Inc., and others) filed a DEF 14A proxy statement on March 16, 2026, for a virtual Special Meeting of stockholders on April 15, 2026, at 10:00 a.m. ET, to approve the issuance of excess shares of common stock pursuant to Nasdaq Rules 5635(a) and 5635(b) under a Membership Interest Purchase Agreement dated January 16, 2026, with SharonAI, Inc., and an adjournment proposal if needed. As of the record date of March 3, 2026, 56,575,187 shares of common stock ($0.0001 par value) are outstanding, requiring a quorum of 18,896,113 shares (one-third). The Board, led by Chairman and CEO E. Will Gray II, recommends voting FOR both proposals.
- ·Special Meeting access: Toll-free US/Canada +1 800-450-7155, international +1 857-999-9155, Conference ID 3858702#, webcast https://www.cstproxy.com/neweraenergydigital/sm2026
- ·Proposals are non-routine; brokers lack discretion to vote without instructions; abstentions treated as votes against
- ·Company address: 200 N. Loraine Street, Suite 1324, Midland, TX 79701 (updated from filing header 4501 Santa Rosa Dr.)
- ·Proxy materials available at www.proxyvote.com
16-03-2026
First Horizon Corporation filed its definitive proxy statement (DEF 14A) on March 16, 2026, for the 2026 annual shareholder meeting on April 28, 2026, at 8:00 a.m. CT in Memphis, Tennessee. Shareholders are asked to vote on electing 12 directors to serve until the 2027 annual meeting, approving an advisory 'say on pay' resolution for executive compensation, and ratifying the appointment of auditors, with a record date of February 27, 2026. The statement includes XBRL data on PEO and Non-PEO NEO compensation adjustments for 2021-2025, though specific values are not detailed in the provided content.
- ·Record date: February 27, 2026.
- ·Meeting location: Auditorium of the First Horizon Building, 165 Madison Avenue, Memphis, Tennessee 38103.
- ·Registration and seating begin at 7:30 a.m. CT; photo ID and proof of ownership required.
- ·Proxy materials accessible at www.proxydocs.com/FHN.
16-03-2026
Bowhead Specialty Holdings Inc. (BOW) has filed its DEF 14A proxy statement for the 2026 Annual Meeting of Stockholders, to be held virtually on April 30, 2026, at 10:00 a.m. ET, where shareholders will vote on electing four Class II directors for a three-year term expiring in 2029 and ratifying PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2026. The record date is March 3, 2026, with 32,838,035 shares of common stock outstanding entitled to vote. No financial performance metrics or period-over-period comparisons are provided in the filing.
- ·Annual Meeting voting deadline: 11:59 p.m. ET on April 29, 2026
- ·Company address: 452 Fifth Avenue, New York, New York 10018
- ·Proxy materials available at https://www.virtualshareholdermeeting.com/BOW2026
16-03-2026
Unisys Corporation's 2026 definitive proxy statement outlines the virtual Annual Meeting on April 30, 2026, with proposals to elect 10 directors, approve executive compensation advisory vote, ratify auditors, amend the 2024 Long-Term Incentive Plan, and eliminate supermajority voting provisions. In 2025, the company exceeded profitability guidance with a solid cash balance and strong liquidity; however, operating cash flow deteriorated sharply to negative $140.0M from positive $135.1M in 2024, and free cash flow was negative $217.6M.
- ·Record date for voting: March 2, 2026
- ·Annual Report on Form 10-K for year ended December 31, 2025 filed with SEC on February 25, 2026
- ·Five proposals for approval at Annual Meeting
16-03-2026
Moderna's 2026 Proxy Statement seeks shareholder approval for electing two Class II directors (Sandra Horning, M.D. and Abbas Hussain) for three-year terms, with Paul Sagan not standing for re-election; advisory votes on NEO compensation and say-on-pay frequency (recommending one year); and ratification of Ernst & Young LLP as auditors for 2026. The company highlights 2025 achievements including $1.9B total revenue, $2.2B annual cost savings reflecting a 30% reduction from 2024, $8.1B cash position, three regulatory approvals, and eight Phase 2/3 oncology trials with Merck. No material declines or flat performance were noted in the provided performance metrics.
- ·Annual Meeting: May 6, 2026 at 8:00 a.m. ET, virtual at www.virtualshareholdermeeting.com/MRNA2026
- ·Record Date: March 9, 2026
- ·Board attendance: 99% in 2025; 5 standing committees
- ·mNEXSPIKE enrollment completed for Norovirus program in January 2026
16-03-2026
Compass Digital Acquisition Corp., a SPAC, is seeking shareholder approval via proxy statement for a Fourth Extension Amendment to extend its business combination deadline from April 20, 2026, to July 20, 2026, to complete the proposed KMC Business Combination with Key Mining Corp. announced on January 6, 2026. The Trust Account holds approximately $1.3M as of March 13, 2026, equating to $11.72 per Public Share for redemptions, down significantly from IPO levels implying high prior redemptions, with a risk of liquidation if the extension fails. While this provides an opportunity to avoid immediate dissolution, the low Trust balance highlights ongoing challenges in retaining public shareholder support.
- ·Record Date: March 11, 2026
- ·Redemption demand deadline: at least two business days prior to Meeting (or April 10, 2026)
- ·Previous extensions: October 19, 2023; July 19, 2024; December 19, 2024 (then monthly to April 19, 2025); April 20, 2026 (Third Extended Date)
- ·KMC Merger Agreement dated January 6, 2026; related 8-Ks on January 6, January 12, February 6, 2026
- ·IPO consummated October 19, 2021
- ·Voting requirements: Fourth Extension needs 2/3 majority; others simple majority
- ·Withum proposed as independent auditor for year ending December 31, 2026
16-03-2026
BIO-Key International, Inc. (BKYI) filed a DEF 14A proxy statement on March 16, 2026, including Appendix A for a proposed Certificate of Amendment to effect a reverse stock split, combining every [__] shares of common stock (par value $0.0001) into one share, with fractional shares rounded up to the nearest whole share and no cash in lieu. The amendment requires stockholder approval pursuant to Section 242 of the Delaware General Corporation Law. No financial performance data or period comparisons are provided in the filing excerpt.
16-03-2026
CSB Bancorp, Inc. highlighted record 2025 performance including assets of $1.3B, deposits of $1.1B, net loans of $817M, net income of $13.4M, efficiency ratio of 56%, and cash dividends of $4.3M. The 2026 Annual Meeting on April 22, 2026, seeks shareholder approval to elect directors Robert K. Baker and Vikki G. Briggs for three-year terms expiring in 2029 and to ratify S.R. Snodgrass, P.C. as independent auditors for fiscal year 2026. As of the March 3, 2026 record date, 2,627,015 common shares were outstanding.
- ·Annual Meeting quorum requires at least 1,313,508 common shares represented.
- ·Record date for voting eligibility: March 3, 2026.
- ·Twenty-five CSB officers serve on area non-profit boards, nine in leadership roles (Chair/President, Treasurer, or Secretary).
16-03-2026
bioAffinity Technologies, Inc. filed a DEF 14A proxy statement dated March 16, 2026, seeking shareholder approval to elect six director nominees to its eight-member Board at the upcoming annual meeting. In 2025, the Board held four meetings with each director attending at least 75% of meetings and applicable committee sessions, while only three directors attended the 2025 annual stockholder meeting. The company employs 57 full-time staff, including seven in R&D with two Ph.D.s, and maintains active Audit, Compensation, and Nominating committees focused on governance, risk oversight, and compensation.
- ·Board oversees risk management through standing committees, with Audit Committee focusing on financial risks, cybersecurity, and legal compliance.
- ·Company has adopted a Code of Ethics and an Insider Trading Policy prohibiting short sales and hedging.
- ·Nominating Committee considers diversity in director nominations but has no formal policy or stock ownership guidelines.
- ·Stockholder director nominations for 2027 Annual Meeting must follow specific submission procedures.
16-03-2026
Theriva Biologics, Inc. (TOVX) has filed a definitive proxy statement for a Special Meeting of Stockholders on April 9, 2026, at 3:30 p.m. local time in Barcelona, Spain, to approve the issuance of up to 16,184,560 shares of common stock upon exercise of warrants issued to institutional investors in a private placement that closed on October 17, 2025, as required by NYSE American rules. As of the record date of February 27, 2026, there were 45,892,668 shares of common stock outstanding. The Board recommends voting FOR both the Warrant Exercise Proposal and the Adjournment Proposal, with no financial performance metrics or period-over-period comparisons provided.
- ·Quorum requires holders of one-third of voting power.
- ·Voting deadline: 11:59 p.m. Eastern Time on April 8, 2026.
- ·Proposals require majority of shares present and entitled to vote; abstentions count as AGAINST.
- ·Meeting location: Carrer Torrent de Can Ninou, naus 5-6, 08150 - Parets del Vallès, Barcelona, Spain.
- ·Principal office: 9605 Medical Center Drive, Suite 270, Rockville, Maryland 20850.
16-03-2026
Noble Corporation plc's DEF 14A Proxy Statement, dated March 16, 2026, outlines the 2026 Annual General Meeting agenda, including Resolutions 1-7 for director elections/re-elections, Resolutions 8-10 for auditor ratifications/appointments, Resolutions 11-14 for advisory approvals on executive compensation and remuneration, and Resolution 15 as a special resolution requiring 75% approval. The filing provides corporate history, noting the 2021 emergence from bankruptcy, 2022 Business Combination with Maersk Drilling, and 2024 acquisition of Diamond Offshore Drilling where shareholders received 0.2316 Noble shares plus $5.65 cash per share. No period-over-period financial performance data or comparisons are included.
- ·Resolutions 1-14 are ordinary resolutions requiring simple majority of votes cast.
- ·UK Annual Report and Accounts for year ended December 31, 2025, to be presented at the meeting.
- ·Diamond Merger Agreement signed June 9, 2024; acquisition completed September 4, 2024.
- ·Business Combination Effective Date September 30, 2022; Closing Date October 3, 2022.
- ·Emergence from chapter 11 bankruptcy February 5, 2021 (Emergence Date).
16-03-2026
Huntsman Corporation's 2026 Proxy Statement (DEF 14A filed March 16, 2026) outlines strong corporate governance, including a Board of 9 nominees (down from 10) with 8 independent directors, 4 women, and all committees chaired by women; key features include annual director elections, majority voting, 15% ownership threshold for special meetings, and no poison pill. The Board met 4 times in 2025 with non-management executive sessions 4 times and attendance at least 75% for all except Mr. Muñoz at 69% due to scheduling conflicts. Highlights include the 'Zero Harm' initiative oversight and director matching gifts up to $10,000.
- ·Board independence criteria exclude directors with >$120K compensation, auditor ties, or >$1M/$2% payments/contributions to/from related entities.
- ·Committees (Audit, Compensation, Governance, Sustainability) consist entirely of independent directors.
- ·Mr. Sewell shifted from Sustainability to Compensation Committee effective April 1, 2025.
- ·Historical leadership changes: Ms. Egan as Lead Independent Director/Non-Executive Vice Chair in January 2022; Sustainability Committee created February 2021; Peter R. Huntsman as Chairman December 2017.
16-03-2026
Trex Company, Inc. filed its definitive proxy statement for the 2026 annual stockholders' meeting on April 28, 2026, at Trex University in Winchester, Virginia, with a record date of March 6, 2026. The agenda includes electing four directors (with Bryan Fairbanks and Ron Kaplan retiring effective at the meeting), a non-binding advisory vote to approve named executive officer compensation, and ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026. The Board recommends voting FOR all proposals, highlighting the nominees' skills, experience, and the company's pay-for-performance philosophy.
- ·Meeting time: 9:00 a.m. Eastern Time
- ·Board independence: All listed directors except retiring members are independent
- ·Audit Committee financial expert: Designated (not named in excerpt)
16-03-2026
Farmers National Banc Corp (FMNB) filed its DEF 14A proxy statement on March 16, 2026, disclosing 2025 compensation for Named Executive Officers (NEOs), including CEO Kevin J. Helmick, with base salaries targeted at the 50th percentile of peer group medians and long-term incentives split 50% performance-based equity, 25% LTI cash, and service-based RSUs. 2025 grants include target annual incentives up to $357,500 for Helmick (max $536,250) and performance equity awards with target shares ranging from 4,242 to 15,292 shares valued at $59,515 to $214,547; prior LTI cash payouts from 2023 grants were modest at $10k-$30k per NEO. No year-over-year compensation trends or performance shortfalls are detailed in the excerpts.
- ·All NEOs received $10,500 in 401(k) matching contributions in 2025.
- ·Service-based RSUs and performance equity vest on third anniversary conditioned on continued employment and ROE/TSR performance vs. peers through Dec 31, 2027.
- ·Grant date fair value used $14.47 per share, based on 30-day average closing price of $14.03.
16-03-2026
Revvity, Inc.'s 2026 Proxy Statement proposes the election of its ten current directors as nominees for one-year terms expiring in 2027, with board tenures ranging from 2 to 25 years and expertise in strategic leadership, finance, M&A, and life sciences. Shareholders will also vote on ratifying the independent auditor, an advisory approval of executive compensation, amending by-laws to allow 25% shareholders to call special meetings (requiring majority of outstanding shares), and a shareholder proposal for executive stock retention requirements. No financial performance metrics are detailed, focusing instead on governance and director qualifications.
- ·Fiscal year ended December 28, 2025.
- ·Voting quorum: majority in interest of common stock outstanding and entitled to vote.
- ·Proposal 4 (by-law amendment) requires affirmative vote of majority of outstanding shares; abstentions and broker non-votes count as against.
- ·Contact for proxy materials: Revvity, Inc., 77 4th Avenue, Waltham, Massachusetts 02451, (800) 762-4000.
16-03-2026
Trustmark Corp's DEF 14A proxy statement for the April 28, 2026 annual meeting highlights record 2025 financial performance, including net income of $224.1M, total revenue of $799.8M (up YoY), net interest income up 8.4% to $647.2M, mortgage banking revenue up 24.2% to $33.1M, and loans HFI up 4.5%. However, noninterest expenses rose 5.5% to $512.2M and deposit growth was modest at 2.6%. Proposals include election of 11 directors (Board recommends FOR all), advisory vote on executive compensation (FOR), and ratification of Crowe LLP as 2026 auditor (FOR).
- ·Annual meeting: April 28, 2026 at 1:00 p.m. CT (virtual at www.virtualshareholdermeeting.com/TRMK2026)
- ·Record date: March 2, 2026
- ·Strong capital position maintained in 2025 with CET1 ratio of 11.72% and total risk-based capital ratio of 14.41%
16-03-2026
Donegal Group Inc.'s DEF 14A proxy statement discloses Donegal Mutual Insurance Company as the dominant shareholder, owning 13,928,704 shares (44.3%) of Class A common stock and 4,751,974 shares (85.2%) of Class B common stock as of March 2, 2026, representing approximately 70% of combined voting power. Directors and executive officers as a group beneficially own 1,016,479 shares (3.2%) of Class A common stock and 1,584 shares of Class B common stock. In 2025, the company received $10.0M in dividends from insurance subsidiaries and $20.5M from Class A stock issuances, which funded $25.7M in dividends paid to stockholders, with Donegal Mutual receiving $12.7M.
- ·Donegal Insurance Group ranked 88th largest property and casualty insurance group in the U.S. by A.M. Best based on 2024 net premiums written.
- ·A.M. Best Company assigned A (Excellent) financial strength rating to Donegal Insurance Group for 33 successive years.
- ·Jack L. Hess, current Class A director, is not standing for re-election at 2026 Annual Meeting.
- ·Directors and executive officers as a group hold options to purchase 608,507 shares of Class A common stock exercisable as of or within 60 days of March 2, 2026.
- ·Donegal Mutual filed a late Form 5 in January 2026 to report purchase of 15,000 Class A shares omitted from 2025 Form 4 filings.
16-03-2026
Zenas BioPharma, Inc. (ZBIO) has issued a proxy statement for its 2026 Annual Meeting of Stockholders, to be held virtually on May 11, 2026, at 8:00 a.m. ET, seeking approval for the election of two Class II director nominees to serve until the 2029 Annual Meeting and ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. Stockholders of record as of the March 12, 2026 record date, when 57,371,044 shares of common stock were outstanding, are eligible to vote; the Board recommends voting FOR both proposals. No financial performance metrics or period-over-period comparisons are disclosed in this filing.
- ·Annual Meeting accessible virtually at www.virtualshareholdermeeting.com/ZBIO2026.
- ·Company address: 852 Winter Street, Suite 250, Waltham, MA 02451.
- ·Annual Report on Form 10-K for fiscal year ended December 31, 2025 available at https://investors.zenasbio.com and www.proxyvote.com.
16-03-2026
Core Natural Resources, Inc.'s DEF 14A proxy statement for the April 30, 2026 virtual Annual Meeting seeks stockholder approval for director elections, ratification of Ernst & Young LLP as 2026 auditor, and advisory approval of 2025 executive compensation. In 2025, post-merger with CONSOL Energy Inc. and Arch Resources, Inc., the company generated $305.8M in operating cash flow and $246.1M in free cash flow, returning $245.1M to stockholders (including 3.1M shares repurchased at $72.61 average) while exceeding merger synergy targets of $110M-$140M annually. However, the company mourned the passing of board member Cassandra Pan in June 2025.
- ·Annual Meeting record date: March 6, 2026
- ·Merger completion: January 2025
- ·New compensation structure approved: February 2025
- ·Capital return framework adopted: February 2025
- ·Tax-exempt financing maturities: 2035
16-03-2026
Credit Suisse High Yield Credit Fund (NYSE American: DHY) has issued a proxy statement for its Annual Meeting of Shareholders on April 21, 2026, at 4:00 p.m. ET, to elect two Non-Interested Trustees, Charles W. Gerber and Samantha Kappagoda, each for a three-year term expiring in 2029. The record date is March 12, 2026, with 103,609,624 shares outstanding entitled to vote. The Board recommends voting 'FOR' both nominees, who are unopposed.
- ·Annual Meeting location: offices of UBS AM (Americas), Eleven Madison Avenue (between East 24th and 25th Streets), Floor 2B, New York, New York 10010
- ·Fund fiscal year end: October 31
- ·Fund's Annual Report for fiscal year ended October 31, 2025 available upon request or at https://us-fund.ubs.com/en/home
- ·Proxy materials first mailed to shareholders on or about March 19, 2026
- ·Filing date: March 16, 2026
16-03-2026
The Coca-Cola Company's DEF 14A proxy statement, filed March 16, 2026, features a letter from outgoing Chairman and CEO James Quincey touting 2025 as a year of resilience and strong performance, with the company serving 2.2 billion drinks daily across more than 200 countries and territories and owning 32 billion-dollar brands after adding 12 since 2017. Quincey announces his leadership transition to Henrique Braun, who has been with the company for 30 years, emphasizing continuity in strategy and culture. No declines or challenges beyond 'dynamic global marketplace' are quantified.
- ·Company founded May 8, 1886.
- ·Henrique Braun joined the company 30 years ago.
16-03-2026
Credit Suisse Asset Management Income Fund, Inc. (NYSE American: CIK) has issued a proxy statement for its Annual Meeting of Shareholders on April 21, 2026, at 2:00 p.m. ET, to elect two Non-Interested Directors, Samantha Kappagoda and Lee M. Shaiman, each for a three-year term as Class I Directors. The record date is March 12, 2026, with 54,859,559 shares outstanding entitled to vote; the Board recommends voting FOR the nominees. Proxy solicitation costs, including up to $1,500 for EQ Fund Solutions, LLC, will be borne by the Fund.
- ·Quorum requires holders of one-third of outstanding shares
- ·Election of directors by plurality vote; abstentions and broker non-votes have no impact
- ·Annual Report for fiscal year ended December 31, 2025 available at https://us-fund.ubs.com/en/home
- ·Fund fiscal year end: December 31
- ·Board divided into three classes with staggered three-year terms
16-03-2026
The U.S. Monthly Income Fund for Puerto Rico Residents, Inc. filed a definitive proxy statement for its 2026 Annual Meeting of Shareholders, to be held virtually on April 16, 2026, at 11:30 a.m. AST, primarily to elect two Class III directors: Luis M. Pellot and Agustín Cabrer, with terms expiring in 2029. Shareholders of record as of March 5, 2026, are entitled to vote on Proposal 1, and the Board recommends voting 'FOR ALL' nominees. No other quantitative metrics or period comparisons are provided in the filing.
- ·Record date: March 5, 2026
- ·Registration deadline for virtual attendance: April 14, 2026, 5:00 p.m. AST at https://viewproxy.com/UBSPuertoRico/broadridgevsm/
- ·Meeting location (virtual); physical address: 250 Muñoz Rivera Avenue, American International Plaza, Tenth Floor, San Juan, Puerto Rico 00918
- ·Fund's Annual Report includes audited financials for fiscal year ended December 31, 2025; available toll-free at 1-800-221-9825
- ·Election requires plurality vote; Board nominees elected if they receive at least one vote each if no other nominees
16-03-2026
Peapack-Gladstone Financial Corporation's DEF 14A proxy statement solicits votes for its virtual Annual Meeting on April 29, 2026, including election of 13 directors for one-year terms, an advisory vote to approve named executive officer compensation, and ratification of Crowe LLP as independent auditors for the year ending December 31, 2026. The record date is March 5, 2026, with 17,570,625 common shares outstanding eligible to vote. No financial results or period-over-period comparisons are provided in the filing.
- ·Record date for voting eligibility: March 5, 2026.
- ·401(k) Plan vote authorization deadline: April 23, 2026.
- ·Legal proxy registration deadline for beneficial holders: April 24, 2026 at 5:00 p.m. ET.
- ·Meeting conducted virtually only at https://meetnow.global/MPVJ7H9.
16-03-2026
TPG Mortgage Investment Trust, Inc. filed its definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be held virtually on April 27, 2026 at 9:00 a.m. ET, seeking approval for Proposal 1 (election of six incumbent director nominees: Debra Hess, T.J. Durkin, Dianne Hurley, Matthew Jozoff, M. Christian Mitchell, and Nicholas Smith), Proposal 2 (ratification of Deloitte & Touche LLP as independent auditors), and Proposal 3 (non-routine matter). The company retained D.F. King & Co., Inc. for proxy solicitation services at an estimated $9,000 plus expenses; no other financial metrics or performance comparisons are disclosed.
- ·Proxy materials mailed on or about March 16, 2026 to stockholders of record as of the Record Date.
- ·Proxy voting deadline: 11:59 p.m. ET on April 26, 2026.
- ·Annual Meeting website: https://edge.media-server.com/mmc/p/3fiotaf5.
- ·Company address: 245 Park Avenue, 26th Floor, New York, New York 10167.
- ·Fiscal year reference: ended December 31, 2025.
16-03-2026
CNB Financial Corporation's DEF 14A proxy statement, filed March 16, 2026, solicits votes for its virtual annual shareholder meeting on April 21, 2026, including election of directors (recommended FOR), advisory approval of executive compensation (FOR), frequency of say-on-pay votes annually (ONE YEAR), and ratification of Forvis Mazars, LLP as auditors for the year ending December 31, 2026 (FOR). The filing includes compensation discussion and analysis, pay versus performance tables for PEO Michael D. Peduzzi and others covering 2021-2025, director compensation schedules for 2025-2026, and details on corporate governance, but no specific financial performance metrics or period-over-period changes are quantified in the provided content.
- ·Annual Meeting: Tuesday, April 21, 2026, 2:00 p.m. EDT (virtual only)
- ·References Annual Report on Form 10-K for fiscal year ended December 31, 2025
- ·Includes sections on director stock ownership policy, deferred compensation for non-employee directors, executive stock ownership guidelines, clawback policy, and CEO pay ratio
16-03-2026
Aptiv PLC's DEF 14A Proxy Statement for the 2026 Annual General Meeting on April 29, 2026, in Shanghai proposes electing 11 directors including Kevin P. Clark, ratifying Ernst & Young LLP as auditors until 2027, and an advisory vote on executive compensation. The company reports strong 2025 execution with record revenue, adjusted EBITDA, and adjusted EPS, alongside external awards and a resilient supply chain. The spin-off of the Electrical Distribution Systems business to Versigent (NYSE: VGNT) remains on track for April 1, 2026, following the December 17, 2024 reorganization.
- ·Record date for voting eligibility: March 3, 2026
- ·Annual Meeting location: No. 300, Yuanguo Road, Anting, Jiading District, Shanghai, China
- ·Board meetings held in 2025: 10
- ·Standing committee meetings in 2025: Audit (5), Compensation and Human Resources (5), Finance (6), Innovation and Technology (5), Nominating and Governance (5)
- ·10 of 11 directors are independent
- ·Reorganization completed December 17, 2024
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