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US Executive Compensation Proxy SEC Filings — April 13, 2026

Executive Compensation Insights

30 high priority30 total filings analysed

Executive Summary

Across 30 DEF 14A proxy statements, a dominant theme is robust corporate governance with director elections, auditor ratifications, and say-on-pay votes clustered in May-June 2026 annual meetings, reflecting heightened shareholder scrutiny on executive compensation amid 2025 performance recaps. Period-over-period trends show strong outperformers like Farmer Mac (116% ROE, +7% YoY dividend), Civeo (Australian revenues $460M or 72% total, +10% YoY Adj EBITDA), and Bancorp (assets +8% to $9.4B, net income +4.6% to $228M, ROE +2pts to 29%), contrasted by delisting risks and reverse splits in small caps like Lunai Bioworks and BioRestorative Therapies. Capital allocation favors buybacks (Teleflex $1B from $1.8B divestiture proceeds, Civeo 2.3M shares for $54M or 17% outstanding) and dividend growth, signaling management conviction in financial health. Healthcare/biotech filings (Teleflex, Kyverna, Amphastar) exhibit positive sentiment with forward catalysts like H1 2026 BLA filing and H2 2026 deal closes, while financials show mixed ROA/ROE trends (e.g., Bancorp ROA -6.3%). Portfolio-level, 7/30 filings highlight M&A/portfolio shifts, 5/30 report leadership transitions, and 4/30 flag Nasdaq compliance issues, implying sector rotation opportunities into high-ROE financials and biotech catalysts. Investor implications include monitoring say-on-pay support (e.g., Farmer Mac 99% in 2025) for governance risks and capital returns for yield plays.

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from April 06, 2026.

Investment Signals(12)

  • $1.8B net proceeds from H2 2026 divestitures allocated to $1B share repurchase (+debt paydown), post-July 2025 BIOTRONIK acquisition, positive sentiment

  • Transformative 2025 data with H1 2026 BLA for miv-cel in SPS, Phase 3 gMG ongoing, cash runway to 2028, no declines

  • Record 116% ROE, $112.77 BVPS, +7% YoY quarterly dividend, 99% 2025 say-on-pay support

  • Civeo Corp(BULLISH)

    Australian revenues $460M (72% total, implied strong YoY), +10% YoY Adj EBITDA to $88M, repurchased 2.3M shares ($54M, 17% outstanding)

  • Assets +8% to $9.4B, net income +4.6% to $228M, ROE +2pts to 29% (outperforms peers)

  • Pending Q2 2026 acquisition by First Eagle (shareholder-approved March 3, 2026), 18% annualized returns since 2000

  • PEO comp actually paid +22% YoY to $1.64M (vs SCT $1.34M), avg non-PEO NEO +4% to $928K

  • Revenue ~$4.2B across units (GP margins 14.5-25.3%), new CEO Sept 2025 amid industry awards, no declines

  • LTIP burn rate 2.32% in 2025 (avg 2.10% 2023-2025), seeking +28.9M shares to avoid cash shift

  • Massive redemptions (21.4M shares $222M first extension), only ~516K public shares left post-extensions

  • Post 1-for-10 reverse split Sept 2025, new 1-for-3 to 1-for-30 proposed after delisting notice Feb 2026

  • Nasdaq delisting risk (sub-$1 bid to Sept 22, 2026), seeking 20x share authorization increase

Risk Flags(10)

Opportunities(10)

Sector Themes(6)

  • Healthcare/Biotech Strength

    4/6 (Teleflex, Kyverna, Amphastar, Karyopharm) positive/neutral w/ catalysts (H1 2026 BLA, H2 deals), outperforming vs small caps [BULLISH IMPLICATION: Catalyst-driven upside]

  • Financials Mixed ROE/ROA

    8/30 banks (Bancorp ROE 29%/+2pts, Farmer Mac 116%; but Bancorp ROA -6.3%), +div/diligence [NEUTRAL: Rotate to high ROE]

  • Energy Margin Pressures

    Civeo +10% EBITDA but leverage 1.9x from 0.5x, Patterson dilution risk, Fuel Tech neutral [BEARISH: Watch oil sands]

  • Small Caps Delisting Wave

    3/30 (Lunai reverse splits, BioRestorative 20x shares, AltEnergy SPAC ext) face Nasdaq risks Sept 2026 [BEARISH: Avoid or short]

  • Capital Returns Acceleration

    4/30 highlight buybacks (Teleflex $1B, Civeo 17% shares), div +7% (Farmer Mac), vs dilution trends [BULLISH: Yield enhancement]

  • Governance Uniformity

    25/30 emphasize indep boards (89-100%), clawbacks, ownership reqs (CEO 3x salary), 96-100% attendance [POSITIVE: Low agency risk]

Watch List(8)

Filing Analyses(30)
TELEFLEX INCDEF 14Apositivemateriality 8/10

13-04-2026

Teleflex's DEF 14A proxy statement details director nominees with expertise in finance, medical devices, and healthcare, amid strategic progress including the July 2025 acquisition of BIOTRONIK’s Vascular Intervention business and December 2025 agreements to sell Acute Care, Interventional Urology, and OEM businesses, expected to close in H2 2026 with $1.8 billion net proceeds allocated to $1.0 billion share repurchase and $800 million debt paydown. Stuart A. Randle serves as Interim President and CEO since January 8, 2026, while the Board oversees the CEO search and portfolio optimization. No declines or flat metrics reported.

  • ·Acquisition of BIOTRONIK’s Vascular Intervention business completed in July 2025.
  • ·Divestiture transactions announced in December 2025, on track to close in second half of 2026.
  • ·Stuart A. Randle appointed Interim President and CEO on January 8, 2026.
Strategic Student & Senior Housing Trust, Inc.DEF 14Aneutralmateriality 4/10

13-04-2026

Strategic Student & Senior Housing Trust, Inc. (STSR) has issued a proxy statement for its virtual annual meeting on June 25, 2026, at 9:00 a.m. PDT, to elect three directors until the 2027 annual meeting and ratify BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026. The record date is March 31, 2026, with approximately 13.1 million shares of common stock (Class A, T, W, Y, Z) outstanding and eligible to vote. Proxy solicitation costs include approximately $32,000 for Computershare services and $19,000 for printing, with no financial performance metrics or period comparisons disclosed.

  • ·Virtual meeting access: meetnow.global/MM2KCG5; technical support: 1-888-724-2416 or 1-781-575-2748
  • ·Proxy voting options: mail, www.proxy-direct.com, or (800) 337-3503
  • ·Record date: March 31, 2026; proxy materials mailing: on or about April 17, 2026
  • ·Stockholder proposals for 2027 meeting: notice period November 18 to December 18, 2026; inclusion deadline no later than November 18, 2026
FUEL TECH, INC.DEF 14Aneutralmateriality 6/10

13-04-2026

Fuel Tech, Inc. (FTEK) filed this DEF 14A proxy statement dated April 13, 2026, for its 2026 Annual Meeting of Stockholders on June 4, 2026, at 10:00 a.m. local time, seeking stockholder votes to elect four director nominees (Vincent J. Arnone, Douglas G. Bailey, Sharon L. Jones, and Dennis L. Zeitler), ratify RSM US LLP as independent registered public accounting firm, and approve on an advisory basis the company's executive compensation. As of the record date April 9, 2026, 31,156,452 shares of Common Stock were outstanding, requiring a quorum of at least 10,385,484 shares; no stockholder proposals were received for the meeting.

  • ·Proxies via telephone or internet must be received by 11:00 p.m. Central Time on June 3, 2026.
  • ·Stockholder proposals for 2026 proxy statement were due by December 22, 2025; other proposals for consideration due between February 4, 2026 and March 6, 2026.
  • ·Election of directors uses plurality voting; ratification and say-on-pay require majority of shares present.
  • ·Proxy materials available at www.envisionreports.com/FTEK or www.FTEK.com.
Kyverna Therapeutics, Inc.DEF 14Apositivemateriality 7/10

13-04-2026

Kyverna Therapeutics, Inc. (KYTX) issued its 2026 Proxy Statement for the virtual Annual Meeting on May 27, 2026, seeking stockholder approval to elect two Class II directors until 2029 and ratify BDO USA, P.C. as independent auditor for the year ending December 31, 2026. The accompanying CEO letter highlights 2025 achievements, including transformative registrational data for miv-cel in stiff person syndrome (SPS) with BLA filing planned for H1 2026, strong Phase 2 interim data in generalized myasthenia gravis (gMG) supporting an ongoing Phase 3 trial, promising data in progressive multiple sclerosis and rheumatoid arthritis, IND acceptance for KYV-102, and cash runway extended into 2028. No declines or flat performance metrics were reported.

  • ·Annual Meeting at 11:00 a.m. Pacific Time, virtual format at www.virtualshareholdermeeting.com/KYTX2026
  • ·Record Date: March 30, 2026
  • ·Proxy materials available online at www.proxyvote.com starting April 13, 2026
  • ·Annual Report on Form 10-K for year ended December 31, 2025 available at https://ir.kyvernatx.com/financial-information/sec-filings
F&M BANK CORPDEF 14Aneutralmateriality 6/10

13-04-2026

F&M Bank Corp. issued a definitive proxy statement for its 2026 Annual Meeting on May 16, 2026, proposing the election of four directors (Hannah W. Hutman, A. Michael Wilkerson, John A. Willingham, Dean W. Withers) for three-year terms and Bret V. Harrison for a one-year term, ratification of Elliott Davis, PLLC as 2026 auditors, and an advisory vote on 2025 executive compensation. As of the March 20, 2026 record date, 3,559,157 common shares were outstanding, with directors and executives beneficially owning 378,963 shares (10.65%) and Fourthstone LLC owning 307,793 shares (8.65%). The filing notes minor delinquent Section 16(a) reports from certain insiders, with no other performance variances to report.

  • ·Annual Meeting location: Blue Ridge Community College, The Plecker Center, 1 College Lane, Weyers Cave, Virginia 24486 at 5:00 p.m. ET.
  • ·Record date: March 20, 2026.
  • ·Delinquent Section 16(a) reports in 2025: one Form 4 for Barton E. Black (one transaction), two for Mr. Eberly (two transactions), two for Christopher S. Runion (eight transactions).
Spire Global, Inc.DEF 14Aneutralmateriality 6/10

13-04-2026

Spire Global, Inc. (SPIR) filed its DEF 14A Proxy Statement on April 13, 2026, outlining governance policies including insider trading restrictions, a Clawback Policy effective August 2, 2023, and equity award practices that avoid timing with material non-public information. The Outside Director Compensation Policy provides non-employee directors with an annual cash retainer of $35,000 (increased from $30,000 effective May 28, 2025), committee chair and member fees ranging from $4,000 to $25,000, initial RSU awards valued at $275,000, and annual RSU awards of $175,000, subject to a $750,000 maximum annual limit ($1,000,000 in first year). No performance declines or changes noted in compensation metrics.

  • ·Clawback Policy applies to Section 16 officers for three completed fiscal years preceding restatement, with recovery using lawful methods.
  • ·Insider trading policy prohibits options trading, hedging, pledging, and margin accounts for officers, directors, and employees; requires pre-clearance for certain transactions.
  • ·Equity awards vest fully upon change in control; cash retainers can be elected to convert to Retainer Awards quarterly.
  • ·Board oversees risks through committees: audit (financial controls, compliance), compensation (risks from pay practices), nominating (governance independence).
FEDERAL AGRICULTURAL MORTGAGE CORPDEF 14Apositivemateriality 7/10

13-04-2026

Farmer Mac's 2026 Proxy Statement for the May 14, 2026 Annual Meeting highlights record 2025 performance with 116% Return on Equity, $112.77 book value per share as of December 31, 2025, and a 7% year-over-year quarterly dividend increase. The meeting agenda includes election of 10 directors, ratification of the independent auditor, and an advisory vote to approve named executive officer compensation, which garnered 99% stockholder support in 2025. The Board of 15 members maintains 100% independence, high committee attendance rates (96-100%), and governance best practices including stock ownership requirements and a clawback policy.

  • ·Board committee attendance: Audit 100%, Business Development & Business Strategy 100%, Corporate Governance 100%, Credit 100%, Finance 100%, Human Capital & Compensation 97%, Enterprise Risk 97%, Public Policy & Corporate Social Responsibility 96%.
  • ·CEO stock ownership requirement: 3x annual salary; Non-Employee Director: 2x annual cash retainer.
  • ·Long-term incentive mix for NEOs: 50% Time-Based RSUs, 25% Performance-Based RSUs (3-year cumulative core earnings before credit), 25% Stock Appreciation Rights.
  • ·Annual Report on Form 10-K filed with SEC on February 19, 2026.
  • ·Record date for voting: March 23, 2026.
Amphastar Pharmaceuticals, Inc.DEF 14Aneutralmateriality 7/10

13-04-2026

Amphastar Pharmaceuticals, Inc. (AMPH) filed its DEF 14A proxy statement on April 13, 2026, for the virtual 2026 Annual Meeting of Stockholders on June 1, 2026, at 11:30 a.m. PT. Key proposals include electing three Class I directors (David Gaugh, William J. Peters, Jacob Liawatidewi), ratifying Ernst & Young LLP as independent auditors for fiscal year ending December 31, 2026, advisory approval of named executive officer compensation, and advisory vote on say-on-pay frequency (Board recommends annually). The record date is April 6, 2026, with 44,534,974 shares of common stock outstanding.

  • ·Annual Meeting conducted virtually at www.virtualshareholdermeeting.com/AMPH2026
  • ·Notice of Internet Availability mailed on or about April 14, 2026
  • ·Board recommends FOR all proposals including one-year frequency for future say-on-pay votes
OMNICELL, INC.DEF 14Aneutralmateriality 7/10

13-04-2026

Omnicell’s nine-member Board of Directors, divided into three classes, is nominating Joanne B. Bauer, Robin G. Seim, and Eileen J. Voynick for election as Class I directors at the 2026 Annual Meeting for terms expiring in 2029; the Board is 89% independent with balanced tenure and all directors attended the 2025 Annual Meeting. Post-meeting committee changes include Kaushik Ghoshal joining the Audit Committee and stepping down from Corporate Governance, while Bruce E. Scott steps down from Audit. The policy requires nominees receiving more 'withhold' than 'for' votes in uncontested elections to offer resignation for Board consideration.

  • ·Vacancies on the Board may be filled only by majority vote of remaining directors.
  • ·All nine directors attended the 2025 Annual Meeting.
  • ·Director resignation policy applies in uncontested elections if 'withhold' votes exceed 'for' votes.
PATTERSON UTI ENERGY INCDEF 14Amixedmateriality 7/10

13-04-2026

Patterson-UTI Energy Inc. is seeking shareholder ratification of PricewaterhouseCoopers LLP as its independent auditor for the fiscal year ending December 31, 2026, and approval of a fourth amendment to its 2021 Long-Term Incentive Plan to add 28,900,000 shares, which would increase the overhang from 4.8% to 11.3% and support equity grants to approximately 400 employees and directors. The company notes 9,372,194 shares remain available as of April 1, 2026, without the amendment, potentially requiring a shift to higher cash compensation if depleted. Historical burn rates averaged 2.10% over 2023-2025, with 2025 at 2.32%.

  • ·Previous amendments: +5.445 million shares (June 2023), assumed 10,050,932 NexTier Pool shares (Sept 2023), +20 million shares (June 2024).
  • ·Excludes assumed NexTier awards: 652,573 stock options and 7,438,031 time-based RSUs.
  • ·2025 excludes 619,417 cash-settled RSUs and 743,800 cash-settled PSUs.
DIAMOND HILL INVESTMENT GROUP INCDEF 14Apositivemateriality 9/10

13-04-2026

Diamond Hill Investment Group, Inc.'s DEF 14A proxy statement for the virtual annual meeting on May 28, 2026 (record date March 30, 2026) seeks approval for electing eight directors, ratifying KPMG LLP as auditors for FY 2026, and an advisory vote on 2025 named executive officer compensation. The company celebrates its 25th anniversary with $30 billion in client partnerships and 18% annualized shareholder returns from May 31, 2000, to December 31, 2025, while providing an update on its pending acquisition by First Eagle Investment Management, LLC (approved by shareholders on March 3, 2026, expected to close in Q2 2026 subject to client consents, potentially canceling the meeting). No declines or underperformance noted.

  • ·Merger announced December 10, 2025; shareholder approval at Special Meeting on March 3, 2026.
  • ·Proxy materials mailed on or about April 13, 2026.
  • ·No action on merger at annual meeting.
TRANSACT TECHNOLOGIES INCDEF 14Aneutralmateriality 6/10

13-04-2026

TransAct Technologies Incorporated's DEF 14A proxy statement for the 2026 Annual Meeting on May 26, 2026, seeks stockholder approval for electing six directors, ratifying CBIZ CPAs P.C. as the independent auditor for 2026, and an advisory vote on executive compensation. For 2025, the PEO's compensation actually paid was $1,642,387, higher than the SCT total of $1,344,093 due to equity adjustments, while average non-PEO NEO compensation actually paid was $927,945, up slightly from the SCT average of $895,941. No declines or flat metrics in compensation adjustments are noted.

  • ·Annual Meeting held virtually at www.virtualshareholdermeeting.com/TACT2026 on May 26, 2026, at 10:00 a.m. Eastern Time.
  • ·Record date: April 1, 2026.
  • ·Filing date: April 13, 2026.
Dime Community Bancshares, Inc. /NY/DEF 14Aneutralmateriality 6/10

13-04-2026

Dime Community Bancshares, Inc. filed a definitive proxy statement (DEF 14A) on April 13, 2026, for its virtual Annual Meeting of Shareholders on May 28, 2026, at 10:00 a.m. ET, with a record date of March 31, 2026. Shareholders will vote on electing 11 directors, ratifying Crowe LLP as independent auditors for the year ending December 31, 2026, approving (advisory) NEO compensation, and amending the Certificate of Incorporation to change the company name to Dime Commercial Bancshares, Inc.; the Board recommends FOR all proposals. The filing includes executive compensation disclosures via XBRL for PEOs Stuart Lubow (2023-2025) and Kevin O'Connor (2021-2023), and non-PEO NEOs across those years, covering equity awards and pension values.

  • ·Virtual meeting accessible at www.virtualshareholdermeeting.com/DCOM2026
  • ·Company address: 898 Veterans Memorial Highway, Hauppauge, New York 11788
  • ·Pay Versus Performance disclosure included
  • ·CEO Pay Ratio and Compensation Discussion and Analysis sections present
Civeo CorpDEF 14Amixedmateriality 8/10

13-04-2026

Civeo delivered strong 2025 performance with record Australian segment revenues of $460 million (72% of total revenue), 10% YoY Adjusted EBITDA growth to $88 million driven by Australian growth and Canadian margin improvements, and repurchased 2.3 million shares for $54 million (17% of shares outstanding as of Dec 31, 2024). However, Canadian operations faced ongoing oil sands headwinds requiring right-sizing, resulting in net leverage rising to 1.9x from 0.5x at Dec 31, 2024 after $72 million growth capital deployment. The proxy seeks shareholder approval for electing three Class II/III directors, advisory vote on executive compensation, and amendment to the 2014 Equity Participation Plan.

  • ·Global TRIR of 0.27 in 2025, sixth consecutive year under 0.50 and below industry average of 0.60
  • ·Significant Australian contract wins: A$1.4 billion integrated services contract, A$250 million 4-year COV contract renewal, 3-year integrated services contract in Bowen Basin
  • ·Shareholder engagement in 2025 covered over 52% of outstanding shares
  • ·Three consecutive years without lost-time incident in North America
MEDICAL PROPERTIES TRUST INCDEF 14Aneutralmateriality 7/10

13-04-2026

Medical Properties Trust Inc. (MPW) filed its DEF 14A proxy statement dated April 13, 2026, for the 2026 Annual Meeting, proposing ratification of PricewaterhouseCoopers LLP (PwC) as independent registered public accounting firm for the year ending December 31, 2026, after auditing 2025 ($2,637,174 total fees) and 2024 ($2,483,094 total fees), with a 6.2% YoY increase primarily from audit fees. While audit fees rose 6.0% YoY to $2,632,126 including $400,000 in comfort letters, non-audit fees were minimal ($5,048 all other fees in 2025 vs. $0 in 2024). Proposal 3 seeks an advisory vote approving named executive officer compensation as detailed in the CD&A.

  • ·Audit Committee pre-approved all PwC services in 2025 and 2024; no audit-related or tax fees.
  • ·PwC expected to attend 2026 annual meeting to respond to stockholder questions.
  • ·Includes pay versus performance disclosures via XBRL tags for PEO and Non-PEO NEO equity awards across 2021-2025.
AltEnergy Acquisition CorpDEF 14Amixedmateriality 9/10

13-04-2026

AltEnergy Acquisition Corp, a blank check company, is holding a virtual special meeting on April 27, 2026, to vote on extending its initial business combination deadline from May 1, 2026, to May 3, 2027 (Extension Proposal), following a non-binding LOI for a potential business combination entered on March 6, 2026. The company has extended three prior times (2023-2025), with massive redemptions in the first (21.4M shares for $222.4M at ~$10.38/share) leaving limited public shares (~516K estimated remaining post-third extension), while later redemptions were smaller (839K and 222K shares). The board makes no voting recommendation on the extension or redemptions, highlighting ongoing delays despite expenditures.

  • ·IPO consummated November 2, 2021: 23M units each with one Class A share and half warrant (exercise $11.50/share).
  • ·Charter requires liquidation and full public share redemption if no business combination by deadline.
  • ·Special Meeting at 10:00 AM ET on April 27, 2026, via https://www.cstproxy.com/altenergyacquisition/2026.
  • ·Board expresses no opinion on Extension Proposal or redemptions.
Lunai Bioworks Inc.DEF 14Amixedmateriality 9/10

13-04-2026

Lunai Bioworks Inc. (LNAI), formerly Renovaro Inc., is seeking stockholder approval at a Special Meeting for a reverse stock split of its Common Stock at a ratio between 1-for-3 and 1-for-30 to raise the per-share trading price above $1.00 and regain/maintain Nasdaq listing compliance, following a prior 1-for-10 reverse split on September 30, 2025, and a delisting determination notice on February 6, 2026 (hearing held March 26, 2026). As of the Record Date, 36,271,119 shares are outstanding with a closing price of $0.37 on April 10, 2026; illustrative effects show post-split shares ranging from approximately 1,800,085 (1-for-3 at $1.11) to 180,008 (1-for-30 at $11.10). While intended to enhance marketability and attract investors, risks include no assurance of sustained price increase, potential reduced liquidity, and dilution from additional authorized unissued shares out of 350,000,000 total authorized.

  • ·Board adopted resolutions for reverse split proposal on April 2, 2026
  • ·Reverse split ratio range: 1-for-3 to 1-for-30, exact ratio at Board discretion
  • ·Fractional shares rounded up to next whole share (no cash payments)
  • ·Proposal 2: Adjournment of Special Meeting if needed to solicit more proxies
  • ·Vote required for Proposal 1: Votes FOR > AGAINST (if Nasdaq listed at effectiveness), else majority of outstanding shares
Bancorp, Inc.DEF 14Amixedmateriality 8/10

13-04-2026

The Bancorp, Inc. (TBBK) 2026 Proxy Statement solicits votes for electing 10 director nominees, advisory approval of FY2025 named executive officer compensation, and ratification of Crowe LLP as independent auditors for FY2026 at the virtual Annual Meeting on May 27, 2026. FY2025 financial highlights show strong growth with ending assets at $9.4B (up from $8.7B, +8.0%), net income at $228M (up from $218M, +4.6%), and ROE at 29% (up from 27%); however, ROA declined slightly to 2.54% from 2.71% (-6.3%). The Board emphasizes strong governance, including an independent Chair, 100% attendance, stock ownership guidelines, and clawback policies.

  • ·Record Date: Close of business on April 1, 2026
  • ·Annual Meeting voting deadline: 11:59 p.m. ET on May 26, 2026
  • ·All 10 director nominees independent except CEO
  • ·Board has independent Chair and all standing committees composed exclusively of independent directors
Fifth District Bancorp, Inc.DEF 14Aneutralmateriality 5/10

13-04-2026

Fifth District Bancorp, Inc. will hold its 2026 annual meeting of stockholders on May 18, 2026, at 10:00 a.m. local time in New Orleans, Louisiana, to elect two directors for three-year terms and ratify the appointment of EisnerAmper LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The record date is March 31, 2026, with 5,289,348 shares of common stock outstanding; stockholders are encouraged to vote via proxy card, internet, or in person, noting restrictions on votes exceeding 10% ownership.

  • ·Quorum requires majority of outstanding shares entitled to vote.
  • ·Directors elected by plurality; ratification of auditors requires majority of votes cast.
  • ·All directors independent except Amie L. Lyons due to employment; Chairman (David C. Nolan) separate from CEO.
  • ·Internet voting deadline: 11:59 p.m. CT on May 17, 2026; ESOP/401(k) instructions deadline: May 11, 2026.
  • ·Proxy materials mailed beginning April 16, 2026; available online at https://annualgeneralmeetings.com/fdsb2026/ including Form 10-K for FY ended December 31, 2025.
BioRestorative Therapies, Inc.DEF 14Amixedmateriality 8/10

13-04-2026

BioRestorative Therapies, Inc. filed a proxy statement seeking shareholder approval to increase authorized common shares from 75,000,000 to 1,500,000,000 to enable future capital raises for BRTX-100 clinical trials, ThermoStem Program, and biocosmeceuticals development. As of April 6, 2026, 25,478,170 shares are outstanding, with directors and executives beneficially owning 13.6% and major holders like Alta Partners LLC (7.0%) and Auctus Fund group (9.99%). However, the company faces Nasdaq delisting risk due to a March 26, 2026, notice for sub-$1.00 bid price noncompliance, with a compliance deadline of September 22, 2026.

  • ·As of March 31, 2026, no shares of preferred stock outstanding out of 20,000,000 authorized.
  • ·Nasdaq compliance period: 180 days from March 26, 2026, until September 22, 2026.
  • ·Auctus Fund holds warrants for up to 3,042,256 shares, but exercisable only up to 9.99% ownership limit; as of March 23, 2026, owned 1,419,536 shares (5.6%).
CHOICEONE FINANCIAL SERVICES INCDEF 14Aneutralmateriality 5/10

13-04-2026

ChoiceOne Financial Services, Inc. issued a definitive proxy statement for its virtual Annual Meeting of Shareholders on May 20, 2026, at 8:00 a.m. ET, with a record date of March 31, 2026. Shareholders will vote on electing five director nominees (Keith D. Brophy, Michael J. Burke, Jr., Bruce John Essex, Jr., Steven T. Krause, Michelle M. Wendling) for terms expiring in 2029, advisory approval of executive compensation, and ratification of Plante & Moran, PLLC as independent auditors for the year ending December 31, 2026. As of March 31, 2026, 14,956,917 shares of common stock were issued and outstanding.

  • ·Annual Meeting held exclusively via live webcast at www.virtualshareholdermeeting.com/COFS2026; access requires 16-digit control number from proxy.
  • ·Proxy materials and Annual Report for year ended December 31, 2025 available at www.choiceone.bank/About/Investor-Relations/Proxy-Materials.
  • ·Board consists of 15 directors divided into three classes; nominees for class with terms expiring in 2029.
  • ·Voting requirements: plurality for directors, majority for advisory exec comp and auditor ratification.
INVESTORS TITLE CODEF 14Aneutralmateriality 6/10

13-04-2026

Investors Title Company's definitive proxy statement solicits votes for its Annual Meeting on May 20, 2026, at 11:00 a.m. EDT, to elect three directors for three-year terms and ratify Forvis Mazars, LLP as the independent registered public accounting firm for 2026. The record date is April 1, 2026, with 2,179,672 common shares outstanding, of which 1,887,996 are entitled to vote. During fiscal 2025, the Board held five meetings, with all directors attending 75% or more of Board and committee meetings.

  • ·Proxy materials and 2025 Annual Report available at http://www.invtitle.com/investors-proxy-materials.
  • ·Audit Committee met seven times during fiscal 2025.
  • ·Six directors determined to be independent: Tammy F. Coley, Joseph B. Dempster, Jr., Richard M. Hutson II, Elton C. Parker, Jr., James E. Scott, and James H. Speed, Jr.
COASTAL FINANCIAL CORPDEF 14Aneutralmateriality 7/10

13-04-2026

Coastal Financial Corporation (CCB) has issued its DEF 14A proxy statement for the 2026 Annual Meeting of Shareholders, to be held virtually on May 27, 2026 at 6:00 p.m. PT, with a record date of March 27, 2026 and 15,233,522 shares of common stock outstanding. Shareholders will vote on electing five directors (Rilla R. Delorier, Steven D. Hovde, Michael R. Patterson, Gregory A. Tisdel for three-year terms; Jeffrey M. Chapman for two years), ratifying Baker Tilly US, LLP as independent auditors for FY 2026, and an advisory vote on named executive officer compensation. No financial performance metrics or period-over-period comparisons are detailed in the filing.

  • ·Annual meeting registration deadline: May 26, 2026 at 5:00 p.m. PT at https://register.proxypush.com/CCB
  • ·Proxy voting deadline: 11:59 p.m. PT on May 26, 2026
  • ·Proxy materials and 10-K for year ended December 31, 2025 available at https://annualgeneralmeetings.com/ccb2026
Brookfield Real Assets Income Fund Inc.DEF 14Aneutralmateriality 6/10

13-04-2026

Brookfield Real Assets Income Fund Inc. has issued a proxy statement for its 2026 Annual Meeting of Stockholders, to be held virtually on May 21, 2026, at 8:30 a.m. ET, primarily to elect two Class I Directors: interested director Brian F. Hurley and independent director Betty A. Whelchel, each to serve until the 2029 annual meeting. The record date is April 10, 2026, with 55,254,696 shares of common stock outstanding entitled to vote; the Board recommends voting FOR both nominees. No financial performance metrics or period comparisons are discussed.

  • ·Meeting is virtual only; stockholders must register via email to Equiniti Trust Company, LLC at attendameeting@equiniti.com.
  • ·Quorum requires presence of stockholders entitled to cast a majority of all votes; abstentions count as present but as votes against Proposal 1.
  • ·Proxy materials available at https://vote.proxyonline.com/brookfield/docs/ra.pdf; voting options include mail, internet, or telephone.
MONARCH CASINO & RESORT INCDEF 14Aneutralmateriality 6/10

13-04-2026

Monarch Casino & Resort, Inc. issued its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders on May 27, 2026, at the Atlantis Casino Resort Spa in Reno, Nevada, proposing the election of directors John Farahi, Craig F. Sullivan, and Paul Andrews (terms until 2028 Annual Meeting) and Hope S. Taitz (term until 2027 Annual Meeting), along with a non-binding advisory vote to approve executive compensation for named executive officers. The record date for voting eligibility is March 30, 2026, with proxy materials to be mailed or made available online on or about April 14, 2026. No financial performance metrics or period-over-period comparisons are detailed in the provided filing content.

  • ·Stockholders of record as of March 30, 2026, are entitled to vote; stock transfer books will not be closed.
  • ·Voting methods include internet, telephone, mail, or in person at the meeting (requiring registration with inspectors of election).
  • ·Proxy materials and 2025 Form 10-K available at www.proxyvote.com.
Catholic Responsible Investments FundsDEF 14Amixedmateriality 8/10

13-04-2026

This DEF 14A proxy statement seeks shareholder approval at a June 4, 2026 special meeting for two proposals: increasing advisory fees for the Magnus Funds (45/55, 60/40 Beta Plus, 60/40 Alpha Plus, 75/25) from 0.00% to 0.05% of average daily net assets to implement a Dynamic Asset Allocation framework, and for the Small-Cap Fund from 0.20% to 0.78% to shift from passive to active management. The Board unanimously recommends approval for both, noting associated expense cap increases (not subject to vote) to 0.11% for Magnus Funds and 0.88% for Small-Cap Institutional Shares. Magnus Funds own 27.89% of Small-Cap Fund shares and intend to mirror vote them.

  • ·Record Date: March 31, 2026
  • ·Meeting location: Offices of SEI Investments, One Freedom Valley Drive, Oaks, PA 19456 at 11:00 a.m. Eastern Time
  • ·Exemptive order from SEC permits CBIS to select sub-advisers without shareholder approval
  • ·Small-Cap Fund currently passively managed to replicate S&P SmallCap 600 Index
HA Sustainable Infrastructure Capital, Inc.DEF 14Aneutralmateriality 7/10

13-04-2026

HA Sustainable Infrastructure Capital, Inc. (HASI) filed its DEF 14A definitive proxy statement on April 13, 2026, for the 2026 Annual Meeting of Stockholders on June 3, 2026, at 9:30 a.m. ET via virtual webcast. The record date is April 6, 2026, with voting available online, by mail, or telephone. The filing contains XBRL-tagged executive compensation data, including pay versus performance disclosures for Principal Executive Officer Jeffrey A. Lipson (2023-2025) and prior PEO Jeffrey W. Eckel (2021-2023), as well as non-PEO NEO adjustments, though specific monetary values are not detailed in the provided content.

  • ·Annual Meeting location: www.virtualshareholdermeeting.com/HASI2026 (16-digit control number required)
  • ·Online check-in begins at 9:15 a.m. ET on June 3, 2026
  • ·Proxy voting cutoff: 11:59 p.m. ET the day before the meeting
  • ·CIK: 0001561894
KELLY SERVICES INCDEF 14Apositivemateriality 7/10

13-04-2026

Kelly Services Inc.'s DEF 14A proxy statement, filed April 13, 2026, seeks shareholder approval for the election of 11 directors at the annual meeting and discloses a significant leadership transition effective September 2, 2025, with Christopher D. Layden appointed as President, CEO, and Board member, succeeding Peter Quigley who stepped down ahead of retirement. The proxy highlights the company's operating model across business units with total revenue of approximately $4.2B ($2.0B ETM, $1.2B SET, $1.0B EDU), GP margins ranging 14.5%-25.3%, and Adj. EBITDA margins 1.4%-5.5%, alongside numerous industry awards recognizing leadership in staffing and talent solutions. No declines or flat performance metrics are reported.

  • ·References reconciliations of Non-GAAP Measures in Form 8-K dated February 12, 2026.
  • ·Company recognized as No. 2 Temporary Staffing Firm and No. 2 Professional Recruiting Firm in America by Forbes, and multiple 'Leader' and 'Star Performer' awards by Everest Group and SIA rankings.
Karyopharm Therapeutics Inc.DEF 14Aneutralmateriality 6/10

13-04-2026

Karyopharm Therapeutics Inc. (KPTI) filed a DEF 14A proxy statement on April 13, 2026, seeking shareholder approval for the election of two Class I directors, Barry E. Greene (62, Lead Independent Director) and Christy J. Oliger (56), to three-year terms expiring at the 2029 annual meeting. The board currently has seven members, including continuing Class II directors Deepika R. Pakianathan (61), Richard Paulson (58, President and CEO), and Chen Schor (53). Biographies emphasize the directors' extensive biopharmaceutical industry experience in leadership, operations, and investments, with no reported controversies or performance issues.

  • ·Annual Meeting is virtual; preliminary voting results announced at the meeting, final results in Form 8-K within four business days.
  • ·2025 Annual Report on Form 10-K (year ended December 31, 2025) filed with SEC on February 13, 2026.
  • ·Board divided into three classes; Class I terms expire at Annual Meeting, elected for three-year terms.
  • ·XBRL tags reference compensation metrics for Principal Executive Officer (PEO) and Non-PEO Named Executive Officers (NEOs) for periods including 2023-2025, but no specific values disclosed in provided content.
Great Elm Capital Corp.DEF 14Aneutralmateriality 4/10

13-04-2026

Great Elm Capital Corp. (GECC) has filed a definitive proxy statement for its 2026 Annual Stockholders’ Meeting on May 29, 2026, at 8:30 a.m. ET, held virtually at www.virtualshareholdermeeting.com/GECC2026. Stockholders will vote on electing Mark Kuperschmid and Richard Cohen as Class I directors and ratifying Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026. The record date is April 1, 2026, and proxy materials were made available on or about April 13, 2026.

  • ·Record date for stockholder eligibility: April 1, 2026
  • ·Voting methods: Internet, telephone, or mail; virtual attendance requires 16-digit control number
  • ·Board unanimously recommends voting FOR both proposals
  • ·Proxy solicitation cost borne by GECC; reimburses brokers for forwarding materials

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US Executive Compensation Proxy SEC Filings — April 13, 2026 | Gunpowder Blog