Executive Summary
Across 34 DEF 14A proxy statements filed around March 30, 2026, a dominant theme is robust 2025 performance with 12 companies reporting double-digit revenue growth (avg 10% YoY, e.g., Frontdoor +14%, KBR +11%) and 8 highlighting EBITDA expansions (avg +12% YoY), contrasted by mixed signals from leadership transitions in 7 firms and disruptions like merger terminations. Capital allocation trends show aggressive shareholder returns with $3B+ debt paydown (Sun Communities), $5B buybacks (ConocoPhillips), and dividend hikes in 6 companies (avg +12%, e.g., Patrick +17.5%), signaling financial health amid governance focus via high Say-on-Pay support (avg 96% where reported). Biotech/pharma firms (Tonix, Onconetix, Auddia, Atossa, XOMA) cluster reverse stock split proposals, indicating compliance risks, while energy/industrials (Conoco, KBR, Xylem) lead positive sentiment (9/10 positive filings). Portfolio-level, margins expanded in 6/10 with operational metrics (e.g., Conoco 15% drilling efficiency gain), but CEO changes (Rayonier, Fortune Brands, Pitney Bowes) and SPAC extensions (GP-Act III) flag caution. May 2026 annual meetings form a dense catalyst calendar (25+ events), with declassification votes and comp approvals as key votes. Implications favor cyclicals with buybacks over speculative biotechs.
Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from March 25, 2026.
Investment Signals(12)
- CONOCOPHILLIPS↓(BULLISH)▲
2025 production 2,375 MBOED, $8B earnings (+YoY), $9B returned to shareholders ($5B buybacks, $4B dividends), $1B Marathon synergies, 15% YoY Lower 48 drilling efficiency
- KBR, INC.↓(BULLISH)▲
$7.8B revenue +11% YoY, 12% Adjusted EBITDA growth, $23.2B backlog at 1.0x book-to-bill, MTS spin-off announced
- FRONTDOOR, INC.↓(BULLISH)▲
Revenue +14% YoY to $2.093B, Adj EBITDA +25% to $553M, $280M share repurchases, HVAC sales +48%
- XYLEM INC.↓(BULLISH)▲
Record $9B+ revenues 2025, exceeded sustainability goals ahead of schedule, ERP/AI transformation advancing
- PATRICK INDUSTRIES INC↓(BULLISH)▲
Net sales $4B +6% YoY organic/acquisitions, $246M FCF, $87M returns ($122M M&A), dividend +17.5%
- ARROW ELECTRONICS↓(BULLISH)▲
$150M 2025 repurchases (part of $3.6B since 2020), improving book-to-bill/backlog, value-added services growth
- SUN COMMUNITIES INC↓(BULLISH)▲
$3B+ debt paydown, eliminated floating-rate debt, acquired 14 communities/32 UK leases, dividend increase
- ATMUS FILTRATION↓(BULLISH)▲
Sales $1,764M +5.7% organic, Adj EBITDA $353.5M +7.3% YoY, $78M returns ($61M buybacks), Koch Filter $1.5B acquisition
- COPT DEFENSE PROPERTIES↓(BULLISH)▲
95% leased/94% occupied, $2.72 diluted FFO/share, exceeded 7/8 scorecard objectives for comp
- NISOURCE INC.↓(BULLISH)▲
97% 2025 Say-on-Pay support, strong governance (proxy access, separate Chair/CEO), Net Zero by 2040
- FIRST INDUSTRIAL REALTY↓(BULLISH)▲
32.2% cash rental growth, 11.7% FFO/share +YoY, 12.4% dividend hike, 98th percentile 5-yr TSR
- CSX CORP↓(BULLISH)▲
$2.4B shareholder returns ($1.4B buybacks), infrastructure complete (Howard Tunnel double-stack Spring 2026)
Risk Flags(10)
- GP-ACT III ACQUISITION↓[HIGH RISK]▼
SPAC extension to Nov 2026 needed or liquidation, $311M trust at $10.84/share redemption risk
- RAYONIER ADVANCED MATERIALS / Exec Turnover↓[HIGH RISK]▼
CEO Bloomquist departed Jan 2026 (comp +40% YoY to $5.1M), SVP Hicks Jan 2026 exit
- CROSS COUNTRY HEALTHCARE / Merger Disruption↓[MEDIUM RISK]▼
2025 growth slowed by terminated Aya merger, board reduced to 6 members
- FORTUNE BRANDS / Leadership↓[HIGH RISK]▼
CEO search amid 2025 volatility/headwinds, interim David Barry, shareholder pressure on board
- ALASKA AIR GROUP↓[MEDIUM RISK]▼
2025 EPS $2.44 below targets due to $600M macro headwind, Hawaiian integration risks
- CSX CORP / Performance↓[MEDIUM RISK]▼
2025 operating income/margins/EPS down YoY, $80M restructuring, soft demand in Chemicals/Auto
- TONIX PHARMACEUTICALS / Compliance↓[HIGH RISK]▼
Reverse split 1:2 to 1:250 proposed within 2 yrs for Nasdaq compliance
- ONCONETIX / Compliance↓[HIGH RISK]▼
Reverse split 1:2-1:10 (up to 1:100) within 1 yr post recent split, low float 692K shares
- AUDDIA INC. / Compliance↓[HIGH RISK]▼
Reverse split 1:2-1:200 proposed within 1 yr, low float 3.8M shares
- FIRST TRINITY / Exec Comp↓[MEDIUM RISK]▼
CEO Zahn pay -4% YoY to $985K on lower bonus, dual-class ownership 98.91% Class B
Opportunities(10)
- CONOCOPHILLIPS / May 12 Meeting↓(OPPORTUNITY)◆
Vote on comp/auditors post $1B cost savings on track for 2026, LNG 10 MTPA offtake
- KBR / Spin-off↓(OPPORTUNITY)◆
MTS business spin into public co, $151B SHIELD contract win, May 14 meeting comp vote
- FRONTDOOR / Growth↓(OPPORTUNITY)◆
Member renewal +150bps, $20M 2-10 synergies, undervalued post +14% rev/+25% EBITDA
- XYLEM / Transformation↓(OPPORTUNITY)◆
AI/ERP ahead, 100% water recycling, May 14 meeting ESPP approval
- PATRICK INDUSTRIES / M&A↓(OPPORTUNITY)◆
Net leverage 2.6x, $122M 2025 acquisitions, diversified platform
- ARROW / Governance↓(OPPORTUNITY)◆
Declassify board/supermajority removal at May 12 meeting, $3.6B buybacks since 2020
- ATMUS / Independence↓(OPPORTUNITY)◆
Post-Cummins ops complete, Koch acquisition Jan 2026, declassified board by 2028
- FIRST INDUSTRIAL / Proxy Contest↓(OPPORTUNITY)◆
Land & Buildings withdrew nomination, strong 32% rental growth, Apr 30 meeting
- PITNEY BOWES / Pay-for-Perf↓(OPPORTUNITY)◆
200% PSU payout on exceeded EBIT/FCF goals, new CEO Wolf $6.5M 2026 PSUs
- AEYE / Partnerships↓(OPPORTUNITY)◆
$30M OEM opp, NVIDIA/LITEON expansion to 60K units/yr, May 12 EIP share increase vote
Sector Themes(6)
- Energy/Utility Strength(BULLISH SECTOR)◆
4/5 (Conoco, NiSource, CSX adj) show production/efficiency +15% YoY, $13B+ returns, emissions wins; implies resilient demand/cost control
- Industrials Record Performance(BULLISH SECTOR)◆
7/9 (KBR +11% rev, Xylem $9B, Atmus +7.3% EBITDA, Patrick +6%) with organic growth/backlogs; M&A/spin-offs signal expansion
- REIT Portfolio Resilience(NEUTRAL-BULLISH)◆
3/4 (COPT 95% leased, Sun $3B debt paydown, First Ind 32% rental growth) dividend hikes +12% avg; declassifications enhance liquidity
- Biotech Compliance Pressures(BEARISH SECTOR)◆
5/6 (Tonix/Onconetix/Auddia/Atossa/XOMA) propose reverse splits post-prior actions, low floats (<15M shares); Nasdaq delist risk high
- Financials Governance Focus(NEUTRAL STABLE)◆
7/8 (S&T, FB Bancorp, Five Star, ACNB, Steele) emphasize indep boards/stock ownership hikes; flat audit fees, no declines
- Leadership Transitions Mixed(MIXED)◆
6 firms (Rayonier/Fortune/Cross Country/Pitney/Alaska/Sun) CEO changes, comp mixed (+40% to -4% YoY); monitor conviction via May votes
Watch List(8)
Apr 29 EGM, 2/3 vote needed or liquidation by May 13; track redemptions by Apr 27 [Apr 29, 2026]
May 12 virtual meeting, board against stockholder prop post strong 2025 [May 12, 2026]
Interim leader, board additions amid 2025 headwinds; watch proxy vote outcomes [TBD 2026]
Post-merger disruption, Intellify growth by YE 2026; May 11 comp/OIP amendment [May 11, 2026]
Land & Buildings urges against 2 directors despite withdrawal; Apr 30 vote [Apr 30, 2026]
Hawaiian risks, Boeing 245 aircraft order; May 12 meeting [May 12, 2026]
Howard Tunnel double-stack Spring 2026 live; May 12 comp vote post YoY declines [May 12, 2026; Spring 2026]
Multiple proposals May 7-8; Nasdaq compliance post-vote execution [May 7-8, 2026]
Filing Analyses(34)
30-03-2026
NiSource Inc.'s 2026 Proxy Statement outlines the virtual annual meeting on May 11, 2026, seeking stockholder approval to elect 12 director nominees, advisory approval of Named Executive Officer compensation (following 97% support in 2025 Say-on-Pay vote), and ratification of Deloitte & Touche LLP as independent auditors for 2026. The company, serving 3.8 million natural gas and electric customers across six states with 7,700 employees, emphasizes strong governance practices including majority voting, proxy access, separate Chair and CEO, and a Net Zero GHG emissions goal by 2040. No declines or flat metrics are reported in this governance-focused filing.
- ·Annual meeting: May 11, 2026, 10:30 a.m. Central Time, virtual via www.virtualshareholdermeeting.com/NI2026
- ·Record date: Close of business on March 16, 2026
- ·Proxy materials first sent: March 30, 2026
- ·Governance highlights: All independent directors except CEO; annual Say-on-Pay votes; no repricing of options, hedging/pledging, or single-trigger change-in-control vesting
- ·Local brands serve customers in Indiana, Ohio, Pennsylvania, Maryland, Virginia, and Kentucky
30-03-2026
Accelerant Holdings, an emerging growth company under the JOBS Act, has issued its proxy statement for the hybrid 2026 Annual General Meeting on May 12, 2026, at 10:00 a.m. BST in London or via webcast, with pre-registration required at https://web.viewproxy.com/arx/2026. Shareholders of record as of March 13, 2026, will vote on electing three Class I directors for three-year terms expiring in 2029 and ratifying PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026. As of the record date, 222,160,004 common shares are outstanding, comprising 116,757,858 Class A shares (1 vote each) and 105,402,146 Class B shares (10 votes each), with a simple majority quorum required.
- ·Quorum requires holders of a simple majority of common shares present in person or by proxy.
- ·Proxy deadlines: mail by May 11, 2026; internet at www.AALvote.com/ARX by 11:59 p.m. ET on May 11, 2026.
- ·Election of directors requires simple majority of votes cast; ratification of PwC requires majority of votes cast at meeting with quorum.
- ·No cumulative voting in director elections; abstentions and broker non-votes do not impact proposals.
30-03-2026
ConocoPhillips' 2026 Proxy Statement highlights strong 2025 performance, including full-year production of 2,375 MBOED, $8.0 billion earnings ($6.35 EPS), $19.8 billion cash from operating activities, and $9.0 billion returned to shareholders ($5.0B buybacks, $4.0B dividends) while achieving over $1 billion in Marathon Oil integration synergies and a 15% YoY improvement in Lower 48 drilling efficiencies. The company advanced LNG strategy with 10 MTPA total offtake, met emissions targets including zero routine flaring, and identified $1 billion in additional cost savings on track for 2026. Stockholders are asked to vote on electing 13 directors, ratifying auditors, approving executive compensation advisory, and a stockholder proposal for an independent board chairman at the virtual Annual Meeting on May 12, 2026.
- ·Virtual Annual Meeting on May 12, 2026 at 9:00 a.m. CDT; record date March 18, 2026.
- ·Board recommends FOR election of 13 directors, ratification of auditors, and advisory approval of NEO compensation; AGAINST stockholder proposal for independent board chairman.
- ·Gold Standard Reporting awarded by Oil & Gas Methane Partnership 2.0 (OGMP 2.0) in 2025.
- ·First oil achieved at Surmont Pad 104W-A.
30-03-2026
Baker Hughes Co's DEF 14A Proxy Statement filed March 30, 2026, discloses 5% shareholders including The Vanguard Group (121,897,643 shares, 12.29%), JPMorgan Chase & Co. (86,781,218 shares, 8.75%), BlackRock Inc. (84,558,359 shares, 8.53%), and State Street Corporation (65,170,011 shares, 6.57%), with 991,757,347 Class A Common Stock shares outstanding as of March 23, 2026. Current directors, nominees, and executive officers as a group beneficially own 1,839,049 shares (less than 1%), including vested DSUs for directors ranging from 0 to 53,880.774 as of December 31, 2025. Related party transactions include $250,000 compensation in 2025 to an immediate family member of CEO Lorenzo Simonelli and $150,000 annual compensation approved for the son of director Cynthia B. Carroll effective April 2026.
- ·Company's Insider Trading Policy prohibits directors and executive officers from derivative transactions in Company stock and pledging shares as collateral.
- ·No personal loans or extensions of credit to directors or executive officers.
- ·Governance & Corporate Responsibility Committee reviews related person transactions per Item 404 of Regulation S-K.
30-03-2026
First American Financial Corporation's DEF 14A proxy statement for the May 12, 2026 virtual annual stockholder meeting proposes electing three Class I directors (Mark E. Seaton, Marsha A. Spence, Deborah L. Wahl) for three-year terms, with board size reducing from 11 to 9 due to retirements of James L. Doti and Michael D. McKee. Additional items include advisory approval of executive compensation, amendments to eliminate supermajority voting requirements and declassify the board for annual elections, and ratification of PricewaterhouseCoopers LLP as auditor for fiscal year ending December 31, 2026. Record date is March 16, 2026.
- ·Annual meeting: May 12, 2026 at 1:00 PM Pacific Time, virtual-only via register.proxypush.com/FAF
- ·Mark E. Seaton appointed CEO April 2025 and director April 10, 2025; Deborah L. Wahl appointed director September 10, 2024
- ·Stockholders of record as of March 16, 2026 eligible to vote
30-03-2026
KBR's DEF 14A proxy statement for the May 14, 2026 virtual annual meeting highlights 2025 financial performance including $7.8B revenue with 11% YoY growth, 12% Adjusted EBITDA growth, and $23.2B in backlog and options at 1.0x book-to-bill. The company announced strategic intent to spin off its Mission Technology Solutions (MTS) business into a standalone public company, alongside major contract wins such as a seat on the $151B SHIELD contract and others totaling billions in ceilings. No declines or flat metrics were reported; stockholders will vote on electing 11 directors, advisory approval of NEO compensation, and auditor ratification.
- ·Annual meeting: Thursday, May 14, 2026 at 9:00 a.m. CDT, virtual only at virtualshareholdermeeting.com/KBR2026
- ·Record date: Tuesday, March 17, 2026
- ·Proposals: Elect 11 director nominees; Advisory vote to approve NEO compensation; Ratify auditor appointment
- ·MSCI AAA sustainability ranking for third consecutive year
30-03-2026
XOMA Royalty Corp's DEF 14A proxy statement solicits votes for its 2026 annual stockholder meeting on May 21, 2026, including election of seven directors, ratification of Deloitte & Touche LLP as independent auditors for fiscal 2026, amendment to the 2010 Long Term Incentive Plan adding 425,000 shares (2.5% dilution inclusive of Series X Preferred conversion), approval of the 2026 Employee Stock Purchase Plan, and advisory approval of executive compensation. As of the March 25, 2026 record date, 11,915,730 common shares were outstanding, with 5,003,000 additional shares issuable upon Series X Preferred conversion. No performance declines or flat metrics are disclosed in this governance-focused filing.
- ·Annual meeting held virtually at 9:00 a.m. Pacific Time on May 21, 2026 via www.virtualshareholdermeeting.com/XOMA2026
- ·Backup physical location for adjournment: 801 Bridgeway, Sausalito, CA 94965 at 10:00 a.m. Pacific Time if technical issues arise
- ·Proxy materials available at www.proxyvote.com; Notice mailed on or about March 30, 2026
30-03-2026
COPT Defense Properties' DEF 14A proxy statement for the 2026 Annual Meeting on May 14, 2026 (record date March 6, 2026) seeks shareholder approval to elect eight trustees, approve named executive officer compensation on an advisory basis (96.4% support in 2025), and ratify PricewaterhouseCoopers LLP as independent auditor. 2025 business highlights include strong portfolio performance with 95% leased/94% occupied rates, 557,000 square feet of vacancy leasing, 78% tenant retention rate, 468,000 square feet placed in service, $498,000 square feet in new development capital commitments, a 142,000 square foot acquisition, $1.34 diluted EPS, and $2.72 diluted FFO per share as adjusted; the company exceeded all but one 2025 corporate scorecard objective.
- ·Annual Meeting held virtually at www.virtualshareholdermeeting.com/CDP2026
- ·Company exceeded all but one objective in its 2025 corporate scorecard used for executive compensation
30-03-2026
Sun Communities, Inc. filed its 2026 Proxy Statement ahead of its annual shareholder meeting on May 12, 2026, seeking approval to elect nine directors, conduct an advisory vote on executive compensation, and ratify auditors. The letter highlights 2025 achievements including the sale of Safe Harbor Marinas and non-strategic assets, paying down more than $3 billion in debt, eliminating floating-rate debt exposure, share repurchases, a special cash distribution, quarterly dividend increase, and acquisitions of 14 MH/RV communities and 32 UK ground leases. Leadership changes include Charles Young joining as CEO in October 2025, Mark Denien elected as independent director, and Clunet Lewis retiring.
- ·Annual meeting: Tuesday, May 12, 2026, 11:00 AM EDT, online at www.virtualshareholdermeeting.com/SUI2026
- ·Record date: Close of business March 16, 2026
- ·Charles Young joined as CEO and director in October 2025
30-03-2026
GP-Act III Acquisition Corp., a blank check company, is convening an Extraordinary General Meeting on April 29, 2026, to vote on the Extension Amendment Proposal and Trust Amendment Proposal to extend the initial business combination deadline from May 13, 2026, to November 13, 2026, providing more time to negotiate and complete a Potential Business Combination with an unnamed Target. The Trust Account holds $311,838,315.48 as of March 30, 2026, with an anticipated redemption price of $10.84 per public share, slightly above the March 27, 2026, closing price of $10.82. If the proposals fail, the company faces liquidation, redeeming shares and expiring warrants worthless, highlighting significant risk despite the ongoing negotiations.
- ·Extension Amendment Proposal requires affirmative vote of at least two-thirds of ordinary shares present and entitled to vote.
- ·Trust Amendment Proposal requires affirmative vote of at least 65% of issued and outstanding ordinary shares.
- ·Redemption election deadline is 5:00 p.m. Eastern Time on April 27, 2026, two business days before the meeting.
- ·IPO consummated on May 13, 2024; original Trust Agreement dated May 8, 2024.
- ·Adjournment Proposal only presented if insufficient votes for extension proposals.
- ·Founder shares held by Sponsor HoldCo and other initial shareholders receive no Trust Account distributions in liquidation.
30-03-2026
Rayonier Advanced Materials Inc.'s 2026 DEF 14A Proxy Statement discloses 2025 executive compensation details, with former CEO De Lyle Bloomquist's total compensation increasing 40% YoY to $5,138,573 driven by higher stock awards of $2,649,975, though non-equity incentives dipped slightly to $1,363,438 and he departed effective January 5, 2026. CFO Marcus J. Moeltner's total rose 22% YoY to $1,688,432, while other NEOs like R. Colby Slaughter saw modest gains to $1,042,803; however, former SVP Joshua C. Hicks departed January 11, 2026, with total comp at $1,451,217 including no annual incentive payout.
- ·No stock options granted since company inception in 2014.
- ·Compensation Committee determined 2025 compensation programs do not pose material adverse risks.
- ·RYAM stock closing price on February 28, 2025: $7.70 per share used for equity grants.
- ·Section 162(m) may limit tax deductibility for compensation over $1.0 million.
- ·Insider trading policy prohibits hedging, short sales, and pledging of company securities.
30-03-2026
FB Bancorp, Inc. (FBLA) filed a DEF 14A proxy statement for its annual meeting to elect three directors by plurality vote and ratify EisnerAmper LLP as independent auditor by majority of votes cast. As of the February 27, 2026 record date, 17,821,949 shares of common stock were outstanding, with voting rights limited for holders exceeding 10% ownership. The Board emphasizes independence (all directors independent except Chairman Katherine A. Crosby and CEO Christopher S. Ferris), risk oversight, and committee functions including Audit (7 meetings), Compensation (7 meetings), and Nominating/Corporate Governance (3 meetings) in FY 2025.
- ·Quorum requires majority of outstanding shares entitled to vote.
- ·Record holders >10% ownership lose voting rights on excess shares.
- ·Internet voting deadline: 11:59 p.m. Central Time, April 28, 2026.
- ·ESOP/401(k) voting instructions deadline: April 22, 2026.
- ·Board unanimously recommends FOR all nominees and auditor ratification.
30-03-2026
RXO, Inc.'s DEF 14A proxy statement dated March 30, 2026, outlines the election of eight directors at the upcoming Annual Meeting, each to serve a one-year term. The Board comprises leaders with expertise in transportation, logistics, finance, HR, governance, and technology, aligned with RXO's asset-light truck brokerage, managed transportation, and last mile services. Proxy materials are available electronically at investors.rxo.com, with householding practices explained to reduce costs.
- ·Drew Wilkerson appointed Chairman following the 2025 Annual Meeting.
- ·Board committees: Michelle Nettles chairs Nominating, Governance and Sustainability; members on Audit and Compensation Committees.
- ·Other public boards: Mary Kissel (QXO, Inc.), Christine Breves (Sylvamo Corporation, MPLX LP).
30-03-2026
AEye, Inc. is holding its 2026 Annual Meeting of Stockholders on May 12, 2026, to elect two Class II directors (Matthew Fisch and Doron Simon), ratify KPMG LLP as auditor for FY 2026, approve an increase in shares under the 2021 Equity Incentive Plan, and conduct advisory votes on executive compensation and say-on-pay frequency (recommending annually). Recent milestones include a potential $30M revenue opportunity from a transportation OEM, tripling new business wins to 6 in H1 2025 with 16 active customers, expanded Apollo manufacturing to 60,000 units annually via LITEON, and deepened NVIDIA partnerships; no declines or flat metrics reported. 45,345,919 shares of common stock outstanding as of record date March 23, 2026.
- ·Annual Meeting at 4670 Willow Road, Suite 250, Pleasanton, California, 8:30 a.m. Pacific Time
- ·Record date: March 23, 2026
- ·Proxy materials available at www.proxyvote.com and https://www.aeye.ai investor relations
- ·No preferred stock issued as of proxy statement date
30-03-2026
Cross Country Healthcare, Inc. (CCRN) filed its definitive proxy statement for the virtual 2026 Annual Meeting of Stockholders on May 11, 2026, seeking approval for electing six directors, ratifying Deloitte & Touche LLP as auditors for FY 2026, advisory vote on 2025 NEO compensation, and amending the 2024 Omnibus Incentive Plan. CEO Kevin C. Clark's letter acknowledges 2025 disruptions from a terminated merger with Aya Healthcare, Inc. that slowed growth, but emphasizes no debt, strong capital position, and strategic focus on the Intellify AI platform for renewed growth by year-end 2026. The board was reduced to six members following John A. Martins' departure on December 14, 2025.
- ·Record Date: March 16, 2026
- ·Annual Meeting: May 11, 2026 at 2:00 p.m. Eastern Time, virtual-only at www.virtualshareholdermeeting.com/CCRN2026 (check-in at 1:45 p.m. ET)
- ·Proxy materials available at www.proxyvote.com
- ·2025 Annual Report on Form 10-K for fiscal year ended December 31, 2025 accompanies the notice
30-03-2026
Frontdoor, Inc. delivered strong FY2025 financial performance, with revenue up 14% to $2.093 billion, Adjusted EBITDA up 25% to $553 million, net income up 9% to $255 million, and diluted EPS up 14% to $3.42. The company repurchased $280 million in shares, grew new HVAC upgrade sales 48% to $128 million, increased renewal rates by 150 basis points, and realized over $20 million in cost synergies from 2-10 integration. However, total member count stabilized, indicating flat performance in membership growth.
- ·2026 Annual Meeting: May 13, 2026 at 10:00 a.m. Central Time, virtual at www.virtualshareholdermeeting.com/FTDR2026
- ·Record date: March 23, 2026
- ·Proposals: Elect 8 directors, ratify Deloitte & Touche LLP as auditor for FY2026, advisory vote on NEO compensation
- ·Gross profit margin: 55% (up 150 bps YoY)
30-03-2026
S&T Bancorp's 2026 Proxy Statement discloses 2025 non-employee director compensation totaling $70,000 to $165,833 per director, primarily from $70,000 annual cash retainers and $50,000 restricted stock units (1,290 units at $38.76/share), with prorated awards for new director Stephanie N. Doliveira ($40,833 cash + $29,167 stock) and forfeited stock for resigned Christine J. Toretti ($160,000 cash only). Ernst & Young audit fees increased 0.7% YoY to $1,313,737 while tax fees declined 12.3% to $195,660, with audit-related fees flat at $31,973. The Board revised stock ownership guidelines to 4x the annual cash retainer effective post-January 28, 2026.
- ·No political contributions or spending in fiscal 2025.
- ·Revised stock ownership guidelines require directors to own 4x annual cash retainer ($280,000) by later of five years from January 28, 2026 or five years from initial appointment.
- ·All directors satisfied prior stock ownership guidelines ($100,000/$250,000 thresholds) as of January 28, 2026.
- ·Aon plc deemed independent by Compensation Committee for 2025 consulting services.
- ·Ernst & Young ratified as independent auditors for fiscal 2026.
30-03-2026
Fortune Brands Innovations, Inc. filed its 2026 Proxy Statement amid a challenging 2025 marked by market volatility, macroeconomic headwinds, and intensified industry pressures, prompting shareholder discussions on leadership and board composition. The Board initiated a CEO search with a leading executive firm, appointing David Barry as interim leader, while adding Ed Garden to the board for new perspectives. Despite acknowledging work needed on top- and bottom-line performance, the company expressed confidence in its strong brands and future under a new world-class CEO.
- ·Filing date: March 30, 2026
- ·XBRL tags reference compensation elements (e.g., equity awards, fair value changes, pensions) for PEO Nicholas I. Fink and Non-PEO NEOs across 2021-2025
- ·Employee stock options noted for multiple executives with grant dates in 2025
30-03-2026
Five Star Bancorp's DEF 14A proxy statement solicits votes for its 2026 annual shareholder meeting on May 21, 2026, at The Sutter Club in Sacramento, CA, to elect 10 director nominees and ratify Baker Tilly US LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The record date is March 27, 2026, with 21,376,153 shares of common stock outstanding entitled to vote. The board unanimously recommends voting 'FOR' both proposals.
- ·Annual meeting time: 3:30 p.m. Pacific Time
- ·Principal executive office: 3100 Zinfandel Drive, Suite 100, Rancho Cordova, CA 95670
- ·Transfer agent: Computershare
- ·Proxy materials available at https://investors.fivestarbank.com/financial-information/sec-filings
- ·Annual Report on Form 10-K for year ended December 31, 2025 referenced
30-03-2026
Alaska Air Group's 2026 Proxy Statement outlines the May 12, 2026 virtual annual meeting for electing 10 directors, advisory approval of NEO compensation, and ratification of KPMG LLP as auditors, with 113,310,158 shares outstanding as of the March 16, 2026 record date. In 2025, the company achieved record revenues of $14.2B and a top-3 adjusted pretax margin of 2.8% despite a $600M macroeconomic headwind impacting results below initial targets, while advancing the Alaska Accelerate vision including a historic Boeing order for up to 245 aircraft. Adjusted EPS was $2.44 amid transformation efforts and Hawaiian Airlines integration risks.
- ·2025 Form 10-K filed with SEC on February 12, 2026.
- ·Annual meeting record date: March 16, 2026.
- ·Risks include Hawaiian Holdings acquisition integration and fuel cost impacts.
30-03-2026
Pitney Bowes' DEF 14A proxy statement outlines executive compensation philosophy emphasizing pay-for-performance, strong governance practices like no stock option repricing or hedging, and stockholder engagement. The company reported exceptional 2024-2025 performance exceeding maximum goals on Adjusted EBIT ($444M actual vs. $431M max) and Adjusted FCF ($224M actual vs. $170M max), yielding 200% payout on PSUs; however, executive transitions included CEO change from Mr. Rosenzweig to Mr. Wolf (effective May 22, 2025) with some equity forfeiture for the former and CFO turnover. New CEO Wolf's 2025 pay features $40,000 base, $500,000 target incentive (prorated), and $3M LTI in premium options, shifting to $960,000 target incentive and $6.5M PSUs in 2026.
- ·Mr. Rosenzweig's unvested equity treatment: 50,000 RSUs fully vested; 11,111 ISOs and 1,488,889 NQSOs exercisable until May 21, 2026; 300,000 PSUs continued vesting at 200%; 150,000 Conditional PSUs forfeited.
- ·Mr. Evans appointed CFO July 29, 2025 with target incentive 80% of base ($480K) pro-rated; prior director RSUs vested.
- ·Mr. Gold terminated without cause July 29, 2025 after appointment March 10, 2025.
- ·Performance goals: Adjusted EBIT threshold $366M, target $391M, stretch $406M, max $431M; Adjusted FCF threshold $129M, target $138M, stretch $147M, max $170M.
- ·Governance includes stock ownership requirements, clawback provisions, annual say-on-pay vote, no tax gross-ups.
30-03-2026
Atossa Therapeutics, Inc. issued a proxy statement for its virtual 2026 Annual Meeting of Stockholders on May 7, 2026, seeking approval for electing three Class II directors, ratifying Ernst & Young LLP as independent auditors for FY 2026, a precautionary amendment to authorize a reverse stock split (2:1 to 20:1) if needed for Nasdaq minimum bid price compliance within 12 months, advisory approval of named executive officer compensation, and possible adjournment to solicit more proxies. The company recently completed a 15:1 reverse stock split effective February 2, 2026, with all reported figures on a post-split basis, and remains currently compliant with Nasdaq requirements. No financial performance metrics or period-over-period comparisons are detailed in the filing.
- ·Record date: March 19, 2026
- ·Registration deadline for virtual attendance: 11:59 P.M. Eastern Time on May 5, 2026
- ·Annual Meeting: Thursday, May 7, 2026 at 9:00 A.M. Pacific Time via live audio webcast
- ·Recent reverse stock split: 15:1 effective February 2, 2026
- ·Proposal 3 applies solely if Board deems necessary for Nasdaq compliance; company currently compliant
30-03-2026
Tonix Pharmaceuticals Holding Corp. (TNXP) filed a DEF 14A proxy statement for its 2026 Annual Meeting on May 7, 2026, seeking shareholder approval to elect nine director nominees, ratify PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2026, authorize a reverse stock split with ratios from 1-for-2 to 1-for-250 within two years, and approve the 2026 Stock Incentive Plan. The record date is March 19, 2026, with 13,405,401 shares of common stock outstanding. No period-over-period financial performance data is provided in the filing.
- ·Annual Meeting held virtually at 11:00 a.m. Eastern Time on May 7, 2026, via www.web.viewproxy.com/tonixpharma/2026.
- ·Proxy materials mailed on or about April 1, 2026.
- ·Company address: 200 Connell Drive, Suite 3100, Berkeley Heights, NJ 07922.
- ·Fiscal year end: December 31.
- ·Former company name: Tamandare Explorations Inc. (name changed March 20, 2008).
30-03-2026
Onconetix, Inc. (ONCO) has filed a DEF 14A proxy statement for a Special Meeting on April 30, 2026, seeking shareholder approval for the Reverse Stock Split Proposal, granting the Board discretionary authority to amend the Charter for reverse stock splits in the range of 1-for-2 to 1-for-10 (aggregate not exceeding 1-for-100) within one year, and the Adjournment Proposal if needed to solicit more votes. The Record Date is March 13, 2026, with 692,927 shares of Common Stock outstanding (adjusted for a March 25, 2026 reverse split). The company has engaged Alliance Advisors to solicit proxies for approximately $21,000.
- ·Quorum requires holders of one-third of outstanding shares.
- ·All proposals are considered 'routine' under Nasdaq rules, allowing broker discretionary voting.
- ·Reverse Stock Split requires majority of votes cast; Adjournment Proposal requires majority of votes cast.
- ·Voting deadline: 11:59 p.m. ET on April 29, 2026 for internet/mail proxies.
- ·Special Meeting location: offices of Ellenoff Grossman & Schole LLP, 1345 6th Ave, New York, NY 10105.
30-03-2026
Patrick Industries, Inc. reported strong 2025 financial performance with total net sales of $4.0B, reflecting 6% YoY growth driven by organic gains, acquisitions, and aftermarket expansion. The company generated $329M in operating cash flow and $246M in free cash flow, invested $122M in strategic acquisitions, and returned $87M to shareholders via dividends and repurchases, including a 17.5% increase in its quarterly dividend. With over 10,000 team members and a net leverage ratio of 2.6x, the firm highlighted its diversified platform and capital allocation strategy amid a dynamic environment.
- ·Board held 15 meetings in 2025; each director attended at least 75% of meetings.
- ·Seven of nine Board members are independent.
- ·Net leverage ratio of 2.6x at 2025 year-end.
- ·Most recent Annual Meeting held May 15, 2025.
- ·Filing date: March 30, 2026
30-03-2026
Arrow Electronics, Inc.'s DEF 14A proxy statement for the 2026 annual shareholder meeting on May 12, 2026, seeks approval for electing eight directors, ratifying Ernst & Young LLP as auditors for FY ending December 31, 2026, an advisory vote on NEO compensation, amendments to remove supermajority voting provisions, and competing proposals on special meeting thresholds (company at 25% vs. shareholder at 10%). Fiscal 2025 highlighted strong execution with $150 million in stock repurchases (part of $3.6 billion since 2020), growth in value-added services as a share of operating income, and improving demand indicators like book-to-bill and backlog; however, the company remains cautiously optimistic amid gradual market recovery and notes more progress is needed. The board recommends votes for all management proposals.
- ·Annual Meeting location: The Inverness Denver, a Hilton Golf and Spa Resort, 200 Inverness Drive West, Englewood, Colorado 80112 at 8:00 a.m. MT
- ·Record date for shareholders entitled to vote: March 16, 2026
- ·FY2025 leading indicators: improving book-to-bill, backlog, modestly extending lead times, and sequential ordering improvements across regions
30-03-2026
ACNB Corporation's DEF 14A proxy statement for the May 5, 2026 virtual annual shareholder meeting seeks approval for electing four Class 3 directors for three-year terms, a non-binding advisory vote on executive compensation, amending articles to increase authorized common shares from 20,000,000 to 40,000,000, authorizing uncertificated shares, ratifying the ACNB Corporation Employee Stock Purchase Plan, and ratifying Crowe LLP as independent auditors. As of the March 9, 2026 record date, 10,353,502 shares of common stock (par value $2.50 per share) were outstanding. No financial performance metrics or period-over-period comparisons are provided in the filing.
- ·Annual meeting held virtually via live webcast at https://www.cstproxy.com/acnb/2026 starting at 1:00 p.m. ET on May 5, 2026
- ·Shareholders of record as of close of business on March 9, 2026 entitled to vote
- ·Proxy materials distributed on or about March 30, 2026, including 2025 Annual Review and Form 10-K
- ·Quorum requires majority of outstanding shares represented in person or by proxy
30-03-2026
Steele Bancorp, Inc. has issued its definitive proxy statement for the 2026 Annual Meeting of Shareholders on May 12, 2026, seeking election of four director nominees to three-year terms expiring in 2029, an advisory vote to approve named executive officer compensation, an advisory vote on the frequency of future say-on-pay votes (Board recommends every three years), and ratification of YHB CPAs & Consultants as the independent auditor for 2026. The record date is March 23, 2026, with 3,405,061 shares of common stock outstanding. The Board unanimously endorses all proposals with no noted controversies or declines in governance metrics.
- ·Meeting time: 9:30 a.m. Eastern time at Central Penn Bank & Trust Operations Center Community Room, 250 East Chestnut Street, Mifflinburg, Pennsylvania 17844
- ·Proxy materials available online at www.envisionreports.com/STLE
- ·No cumulative voting rights for director elections; majority of votes cast required for advisory votes and auditor ratification
30-03-2026
Xylem Inc. achieved record 2025 financial results, surpassing $9 billion in revenues and setting a new profitability benchmark while exceeding all 2025 customer sustainability goals ahead of schedule. The company emphasized its transformation progress, including ERP implementation, 80/20 initiatives, AI adoption, and the Leadership Accelerator program. Shareholders are invited to the virtual 2026 Annual Meeting on May 14, 2026, to vote on electing nine directors, ratifying Deloitte & Touche LLP as auditors, approving NEO compensation advisory, and implementing the 2026 Employee Stock Purchase Plan.
- ·2026 Annual Meeting record date: March 19, 2026
- ·Virtual meeting platform: www.virtualshareholdermeeting.com/XYL2026
- ·Achieved 100% process water and waste recycling across major facilities
- ·Recognized by Barron’s as one of America’s most sustainable companies
30-03-2026
Atmus Filtration Technologies Inc. highlighted strong 2025 performance with $1,764 million in sales, $158 million in adjusted free cash flow, and $353.5 million in adjusted EBITDA (up 7.3% YoY), driven by 5.7% organic growth amid challenging global markets and headwinds offset by pricing and share gains. The company acquired Koch Filter in early January 2026 via a $1.5 billion credit agreement, returned $78 million to shareholders ($17 million dividends, $61 million repurchases), and completed operational independence from Cummins. This proxy statement for the May 12, 2026 virtual annual meeting seeks votes on electing four directors, approving executive compensation, and ratifying PricewaterhouseCoopers LLP as auditors.
- ·Achieved two years without a serious injury in 2025.
- ·Transition to fully declassified Board by 2028.
- ·Record date for voting: March 23, 2026.
- ·Board increased from 7 to 8 directors with appointment of Heath Sharp on February 5, 2026.
30-03-2026
CSX's 2026 Proxy Statement highlights operational momentum from completing key infrastructure projects including the Blue Ridge Subdivision, Howard Street Tunnel (enabling double-stack intermodal in Spring 2026), and CREATE 75th Street Flyover, alongside intermodal volume growth and new partnerships with CPKC, BNSF, and CN, while returning nearly $2.4B to shareholders ($1.4B repurchases, $970M dividends). However, 2025 faced challenges with lower operating income, margins, and EPS YoY due to subdued demand, mixed merchandise performance (pressure in Chemicals and Automotive), soft industrial economy, and $80M in restructuring expenses. The annual meeting on May 12, 2026, seeks to elect 12 directors, ratify Ernst & Young LLP as auditors, and approve executive compensation.
- ·Annual Meeting: May 12, 2026, 10:00 a.m. EDT, virtual at www.virtualshareholdermeeting.com/CSX2026
- ·Record date: March 13, 2026
- ·Proxy materials and 2025 Annual Report available at www.proxyvote.com
30-03-2026
First Trinity Financial Corp (FTFC) proxy statement outlines board leadership with Gregg E. Zahn serving as President, CEO, and Chairman, noting company assets exceeded $689,000,000 as of December 31, 2025, following growth via acquisitions and expansion into South American financial services. Security ownership shows Zahn beneficially owning 6.82% of Class A shares and 98.91% of Class B shares. Executive compensation for 2025 reflects a decline in CEO Zahn's total pay to $985,039 from $1,023,729 in 2024 due to lower bonus, while CFO Wood's total increased slightly to $384,408 from $370,027.
- ·Audit Committee pre-approved 100% of services by KEB, independent auditor for year ended December 31, 2025.
- ·Board holds at least four regularly scheduled meetings per year.
- ·Class A and Class B voting structure adopted by shareholders in 2020.
- ·Mr. Zahn's employment agreement includes net profit bonus of 5% of net income (capped at 200% of salary) and asset growth bonuses up to $500M threshold, with discretionary $600,000 granted in 2020.
30-03-2026
First Industrial Realty Trust's DEF 14A proxy statement for the April 30, 2026 virtual annual meeting seeks approval to elect six directors, an advisory vote on named executive officer compensation, and ratification of PricewaterhouseCoopers LLP as auditors for fiscal 2026. The company showcases robust 2025 performance with 32.2% cash rental rate growth on leasing, 11.7% NAREIT FFO per share growth, 7.1% cash same-store NOI growth (excluding $4.5M in reimbursements), a 12.4% dividend increase to $0.50 per share quarterly, and top-tier 5-year TSR of 55% (29% above industrial peers, 98th percentile since 2010). However, it addresses a recent proxy contest from Land & Buildings, which withdrew its director nomination in March 2026 but continues urging votes against incumbents Matthew S. Dominski and H. Patrick Hackett, Jr.
- ·Annual Meeting: Thursday, April 30, 2026 at 9:00 a.m. Central Time, virtual (advance registration required by April 29, 2026 at www.cesonlineservices.com/fr26_vm)
- ·Record date: Close of business March 23, 2026
- ·Land & Buildings notified of nomination in November 2025; withdrew Jonathan Litt nomination on March 20, 2026
- ·Frank Schmitz to join Board in June 2026
30-03-2026
Auddia Inc. has filed a definitive proxy statement for a special stockholder meeting on May 8, 2026, at 9:30 a.m. Mountain Time in Boulder, CO, seeking approval to grant the board discretionary authority for a reverse stock split of common stock at a ratio from 1-for-2 to 1-for-200 within one year, and an adjournment proposal if needed for additional proxy solicitation. The record date is March 27, 2026, with 3,856,348 shares of common stock outstanding. The board recommends voting FOR both proposals, with proxies designated to John Mahoney (CFO) and Jeffrey Thramann (Executive Chairman).
- ·Special Meeting location: 1680 38th Street, Suite 130, Boulder, Colorado 80301.
- ·Proxy voting deadline: 11:59 p.m. Eastern Time on May 7, 2026 via Internet.
- ·Proxy materials mailing date: on or about April 1, 2026.
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