US Executive Compensation Proxy SEC Filings — May 08, 2026

Executive Compensation Insights

15 high priority15 total filings analysed

Executive Summary

Across 15 DEF 14A proxy statements filed around May 8, 2026, the dominant theme is routine annual shareholder meetings in June 2026 focused on director elections, auditor ratifications, and advisory votes on executive compensation, with 12/15 featuring board elections or renewals signaling governance continuity. Period-over-period financial trends are sparse but highlight resilience in apparel (PVH Corp revenue growth amid macro challenges, 8.8% non-GAAP margins despite -80 bps tariff hit, $560M shareholder returns) contrasted by edtech weakness (Skillsoft FY2026 revenue -3% YoY to $513M, net loss widened to $140M). Mixed sentiments prevail in 3 filings, driven by SPAC extension risks (Rising Dragon high prior redemptions of 5.7M shares at $10.63 vs $7.63 market price) and fund strategy shifts (John Hancock non-diversified status increases concentration risk). Capital allocation leans positive with PVH's repurchases and Criteo's buyback authorizations, while forward-looking catalysts cluster in mid-June meetings for potential equity plan approvals and governance changes like board declassifications (NRC, nCino). No widespread insider trading activity noted, but sponsor deposits in Rising Dragon indicate management conviction. Overall, low materiality (avg 6.5/10) suggests stable but unexciting proxy season, with alpha in governance upgrades and SPAC extension outcomes.

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from May 01, 2026.

Investment Signals(11)

  • PVH Corp(BULLISH)

    FY2025 revenue returned to growth in uneven macro, non-GAAP op margin 8.8% despite -80 bps tariff impact, >200 bps cost savings, $560M returned via buybacks (PVH+ Plan low-single-digit CC CAGR for key brands since 2021)

  • New subadvisory agreement with CQS (US) at lower fees vs Bain Capital Credit, advisory fees decreased at all asset levels, Board unanimous approval

  • Authorizations for stock buybacks, capital reductions, share issuances/RSUs/options; 22 resolutions all 'FOR' by Board, no performance declines noted

  • 100% director attendance at 3 Board meetings + 8 written consents, strong independent majority (4/5 directors), robust policies (Code of Ethics, anti-hedging)

  • Sponsor deposited monthly extension fees Jan-Apr 2026, extending deadline to May 15, commitment to HZJL merger post F-4 effective Sep 2025

  • Board declassification approved Apr 15, 2026, shifting to annual elections for all 7 directors (3 women/ethnic minorities), enhances accountability

  • De-classified board with majority voting/stock ownership guidelines, advisory comp vote + auditor ratification, 108M shares outstanding

  • Smooth board transition (Chair Beeler retires, Garafalo new Chair), 7 director nominees, advisory comp approval, 10.8M shares

  • Equity/Performance Incentive Plan approval sought, director elections split by class, virtual meeting efficiency

  • 100% director attendance (4 meetings + 9 consents), exactly 50% independent board compliant with NYSE rules, audit committee financial expert

  • Skillsoft Corp(MILD BULLISH)

    Non-GAAP Adj EBITDA flat at $110M (21% margin) YoY despite revenue -3%, $104.5M cash supports investments

Risk Flags(7)

Opportunities(8)

Sector Themes(5)

  • Governance Declassification Wave

    2/15 (NRC, nCino) recently de-staggered boards to annual elections, enhancing shareholder rights vs staggered peers; implies better accountability, potential stock premium

  • June 2026 Proxy Congestion

    13/15 meetings Jun 9-25 (e.g., 4 on Jun 9/11/18), virtual format standard (10/15); watch for clustered votes on comp/equity plans driving volatility

  • Fund Strategy Shifts

    3/15 funds (John Hancock x2, Total Return) seek approvals for subadvisor changes/ non-diversified status; lower fees bullish (1/3), but concentration risk mixed

  • Board Continuity & Independence

    100% attendance in 4/15 (Manhattan Bridge, Azitra), independent majorities/committees standard; signals stable leadership amid small-cap focus

  • Capital Return Authorizations

    PVH $560M buybacks + Criteo mandates contrast lack elsewhere; apparel/adtech prioritize returns vs reinvestment in biotech/funds

Watch List(8)

Filing Analyses(15)
Rising Dragon Acquisition Corp.DEF 14Amixedmateriality 9/10

08-05-2026

Rising Dragon Acquisition Corp. is holding an Extraordinary General Meeting on May 28, 2026, to vote on amending its charter and trust agreement to extend the business combination deadline from July 15, 2026, up to 15 additional months to October 15, 2027, allowing more time to complete the pending HZJL Business Combination. Previously, at the November 20, 2025 Business Combination EGM, 5,049,309 shares approved the merger while 5,715,609 shares were tendered for redemption, reflecting significant shareholder exits. The redemption price stands at $10.63 per share as of May 7, 2026, exceeding the Nasdaq closing price of $7.63, signaling potential liquidity and valuation concerns if the extension fails, leading to liquidation.

  • ·Sponsor deposited Monthly Extension Fee on January 14, 2026; February 5, 2026; March 15, 2026; and April 15, 2026, extending deadline to May 15, 2026.
  • ·Merger Agreement signed January 27, 2025; F-4 registration statement effective September 26, 2025 (File No. 333-289591).
  • ·Prior Extension Meeting on December 12, 2025, amended Trust Agreement for up to six one-month extensions (total up to 21 months from IPO).
  • ·Extraordinary General Meeting at Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtual at https://www.cstproxy.com/risingdragonac/2026.
MANHATTAN BRIDGE CAPITAL, INCDEF 14Aneutralmateriality 6/10

08-05-2026

Manhattan Bridge Capital, Inc. (LOAN) filed a DEF 14A Proxy Statement on May 08, 2026, detailing corporate governance, board activities, and committee structures for fiscal year 2025. The Board held 3 meetings and took action by written consent 8 times, the Audit Committee held 4 meetings, and the Compensation Committee took action by written consent 3 times, with the Corporate Governance and Nominating Committee holding no meetings; all directors attended all relevant meetings and the 2025 annual meeting. Independent directors Michael Jackson, Eran Goldshmit, Lyron Bentovim, and Phillip Michals comprise a majority of the Board, with Mr. Ran serving as Chairman, CEO, and President.

  • ·Audit Committee members: Michael Jackson (chair), Eran Goldshmit, Lyron Bentovim, Phillip Michals.
  • ·Compensation and Corporate Governance and Nominating Committees: Michael Jackson, Eran Goldshmit, Phillip Michals.
  • ·Company maintains Code of Ethics, Insider Trading Policy prohibiting short sales, hedging, and certain transactions, and Anti-Hedging Policy.
Criteo S.A.DEF 14Aneutralmateriality 6/10

08-05-2026

Criteo S.A.'s DEF 14A proxy statement for the 2026 Annual General Meeting seeks approval for 22 resolutions, including renewal of terms for directors Michael Komasinski, Marie Lalleman, Ernst Teunissen, and Edmond Mesrobian; an advisory vote on named executive officer compensation; approval of FY2025 financial statements; and authorizations for stock buybacks, capital reductions, share issuances, RSUs, and options. As of March 31, 2026, the company had 50,098,139 ordinary shares outstanding, with record dates of June 22, 2026 (ORD) and April 2, 2026 (ADS). No performance declines or flat metrics are highlighted, as the filing focuses on governance and standard approvals.

  • ·22 resolutions proposed, all with Board 'FOR' recommendation.
  • ·Ordinary shares nominal value: EUR 0.025 per share.
  • ·ORD Record Date: June 22, 2026, 12:00 a.m. Paris time; ADS Record Date: April 2, 2026.
  • ·Depositary offices: 240 Greenwich Street, New York, NY 10286; Custodian: 3 Rue d’Antin, 75002 Paris, France.
NATIONAL RESEARCH CORPDEF 14Aneutralmateriality 6/10

08-05-2026

NATIONAL RESEARCH CORP (NRC) filed its DEF 14A proxy statement for the 2026 Annual Meeting, seeking election of seven directors following board declassification approved on April 15, 2026, transitioning from staggered terms to annual elections for all directors. Proxy materials will be available online at www.proxyvote.com, with notices mailed on or about May 8, 2026. The board nominees include diverse representation with three women or ethnic minorities among the seven members.

  • ·Incumbent directors' terms terminate immediately prior to the Annual Meeting; all nominated for reelection to serve until 2027 annual meeting.
  • ·Parul Bhandari (50) has served as director since May 2022; currently Director, Partner Strategy at Microsoft.
  • ·Donald M. Berwick (79) has served as director since October 2015; former Administrator of Centers for Medicare and Medicaid Services (2010-2011).
HOOKER FURNISHINGS CorpDEF 14Aneutralmateriality 6/10

08-05-2026

Hooker Furnishings Corporation's DEF 14A proxy statement solicits votes for the June 9, 2026 annual shareholder meeting to elect seven director nominees (Maria C. Duey, Paulette Garafalo, Christopher L. Henson, Jeremy R. Hoff, Paul A. Huckfeldt, Tonya H. Jackson, and Ellen C. Taaffe), ratify KPMG LLP as independent auditors for the fiscal year ending January 31, 2027, and approve executive compensation on an advisory basis. W. Christopher Beeler, Jr., current Board Chair, is retiring effective at the meeting, reducing the Board size from eight to seven, with Paulette Garafalo elected as the new Chair. The record date is April 13, 2026, with 10,777,467 shares of common stock outstanding entitled to vote.

  • ·Meeting location: 440 East Commonwealth Boulevard, Martinsville, Virginia 24112 at 1:00 p.m. on June 9, 2026.
  • ·Proxy materials available at: http://www.astproxyportal.com/ast/25490.
  • ·Voting quorum requires a majority of total votes entitled to be cast; director election based on plurality of votes cast.
Total Return Securities FundDEF 14Aneutralmateriality 5/10

08-05-2026

Total Return Securities Fund's proxy statement solicits votes for its annual stockholder meeting on June 11, 2026, to elect five directors—Andrew Dakos, Richard Dayan, Phillip F. Goldstein, Ben H. Harris, and Moritz A. Sell—each for a one-year term, following Gerald Hellerman's resignation on March 31, 2026, and Harris's appointment on April 1, 2026. It also seeks ratification of Tait, Weller & Baker, LLP as independent auditors for the fiscal year ending December 31, 2026. The record date is April 21, 2026, with 12,973,861 shares of common stock outstanding.

  • ·Meeting time and location: 2:00 p.m. on June 11, 2026, at offices of Bulldog Investors LLP, 250 Pehle Avenue, Suite 708, Saddle Brook, New Jersey 07663
  • ·Gerald Hellerman resigned from the Board on March 31, 2026
  • ·Ben H. Harris appointed to the Board on April 1, 2026
  • ·Fund's investment adviser: Bulldog Investors, LLP; administrator: Ultimus Fund Solutions, LLC
  • ·Possible remote communication if in-person meeting not feasible; check website or SEC filings
  • ·Annual Report for fiscal year ended December 31, 2025 available upon request
PVH CORP. /DE/DEF 14Amixedmateriality 9/10

08-05-2026

PVH Corp.'s 2026 Proxy Statement details the virtual annual meeting on June 18, 2026 (record date April 20, 2026), seeking approval for election of ten directors, advisory vote on executive compensation, amendments to the Stock Incentive Plan, and ratification of Ernst & Young LLP as auditors for fiscal 2026. In fiscal 2025 (ended February 1, 2026), the company returned to revenue growth amid an uneven consumer and macro environment, achieved a non-GAAP operating margin of 8.8% despite a negative 80 basis point tariff impact, generated over 200 basis points of annualized cost savings, and returned over $560 million to shareholders via stock repurchases. Progress under the PVH+ Plan included low-single-digit constant currency CAGR for Calvin Klein and TOMMY HILFIGER brands since 2021, with regional improvements but ongoing challenges noted.

  • ·Fiscal 2025 began February 3, 2025 and ended February 1, 2026
  • ·Annual meeting exclusively online via live webcast at www.proxydocs.com/pvh (registered) or www.proxydocs.com/brokers/pvh (beneficial holders)
  • ·New collaboration announced with OpenAI to become more data and demand-driven
URBAN ONE, INC.DEF 14Aneutralmateriality 7/10

08-05-2026

Urban One, Inc. filed its DEF 14A proxy statement on May 8, 2026, for the virtual/telephonic 2026 annual stockholders' meeting on June 11, 2026, at 9:30 a.m. ET, with no physical location. Class A and Class B stockholders of record as of April 13, 2026, will vote on electing directors Terry L. Jones and Brian W. McNeill (Class A), and Catherine L. Hughes, Alfred C. Liggins, III, D. Geoffrey Armstrong, and B. Doyle Mitchell, Jr.; approving the 2026 Equity and Performance Incentive Plan; and ratifying PricewaterhouseCoopers LLP as auditors for the year ending December 31, 2026. Voting is available by proxy, internet (www.proxyvote.com), or phone (1-800-690-6903) until 11:59 p.m. ET on June 10, 2026.

  • ·Annual meeting access: Toll-free 1-888-596-4144, access code 2605956.
  • ·Replay available from 1:30 p.m. EDT June 11, 2026, to 11:59 p.m. EDT June 18, 2026, via 1-800-770-2030 (US) or 1-609-800-9909 (international), same access code.
  • ·Replay also on www.urban1.com for seven days post-meeting.
  • ·Stockholder list available for inspection 10 days prior to meeting at company offices.
nCino, Inc.DEF 14Aneutralmateriality 7/10

08-05-2026

nCino, Inc. (NCNO) filed its DEF 14A proxy statement dated May 8, 2026, for the virtual annual stockholder meeting on June 18, 2026, at 10:00 a.m. ET, with 108,794,598 shares of common stock outstanding as of the April 20, 2026 record date. Stockholders will vote on four proposals: election of four Class III director nominees, ratification of Ernst & Young LLP as independent auditors for the fiscal year ending January 31, 2027, an advisory vote to approve named executive officer compensation, and approval of an amendment to the certificate of incorporation permitting removal of directors with or without cause. The board recommends voting 'FOR' all proposals and notes the de-classified board structure.

  • ·Annual meeting held virtually at www.virtualshareholdermeeting.com/NCNO2026.
  • ·Fiscal year ended January 31, 2026; Form 10-K available at www.proxyvote.com.
  • ·Board features de-classified structure, majority voting, and stock ownership guidelines.
enGene Holdings Inc.DEF 14Aneutralmateriality 6/10

08-05-2026

enGene Therapeutics Inc. is soliciting proxies for its virtual Annual General Meeting on June 9, 2026, to elect four directors for a three-year term expiring in 2029 and appoint KPMG LLP as auditors for the ensuing year, with the Board recommending votes 'FOR' both proposals. The record date is April 28, 2026, with 66,989,466 common shares outstanding, held primarily through Cede & Co. No financial performance metrics or period-over-period comparisons are provided in the proxy statement.

  • ·Quorum requires at least 33 1/3% of shares entitled to vote.
  • ·Voting deadline for proxies: 8:30 a.m. Eastern time on June 5, 2026.
  • ·Meeting conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/ENGN2026.
  • ·Fiscal year ended October 31, 2025; references Annual Report (10-K filed Dec 22, 2025, amended Feb 19, 2026).
John Hancock Funds IIDEF 14Apositivemateriality 7/10

08-05-2026

John Hancock Funds II is soliciting shareholder approval for a new subadvisory agreement with CQS (US), LLC to manage the Floating Rate Income Fund, replacing the current subadvisor BCFS Advisors, LP (Bain Capital Credit), with the Board of Trustees unanimously recommending approval. The new agreement is expected to maintain the same level of subadvisory services while featuring lower subadvisory fees paid by the Advisor and a separate decrease in the Fund's advisory fees at all asset levels. A special shareholder meeting is scheduled for June 25, 2026, with a record date of April 13, 2026.

  • ·Record date for voting eligibility: April 13, 2026.
  • ·Meeting location: 200 Berkeley Street, Boston, Massachusetts 02116 at 2:30 P.M. Eastern Time.
  • ·Proxy materials available at: https://www.jhinvestments.com/resources/all-resources/fund-documents/proxy-documents/john-hancock-floating-rate-income-fund-proxy-statement.
John Hancock Funds IIDEF 14Amixedmateriality 8/10

08-05-2026

John Hancock Funds II is seeking shareholder approval at a special meeting on May 26, 2026, to change the U.S. Sector Rotation Fund's status from 'diversified' to 'non-diversified,' allowing greater flexibility to exceed 5% asset or 10% voting securities limits in single issuers for more than 25% of assets amid rising concentration in U.S. large cap equities. The Advisor recommended the change, approved unanimously by the Board including Independent Trustees, to better implement the Fund's sector rotation strategy, though it increases risk from potential concentrated ownership. The record date is April 24, 2026, with no Trustees or executives owning more than 1% of shares.

  • ·Board approval of proposal at in-person meeting held March 23-26, 2026
  • ·Meeting location: 200 Berkeley Street, Boston, Massachusetts 02116 at 2:00 P.M. Eastern Time
  • ·Proxy materials available at: https://www.jhinvestments.com/resources/all-resources/fund-documents/proxy-documents/john-hancock-u-s-sector-rotation-proxy-statement
  • ·If not operated as non-diversified within three years of approval, further shareholder approval required under 1940 Act rules
Azitra, Inc.DEF 14Aneutralmateriality 6/10

08-05-2026

Azitra, Inc. (AZTR) filed a DEF 14A proxy statement dated May 08, 2026, seeking shareholder approval to re-elect its four current directors—Francisco D. Salva (President and CEO), Travis Whitfill (COO), Barbara Ryan (independent), and John Schroer (independent)—each for a one-year term until the 2027 annual meeting. The board consists of four members, exactly 50% independent as required for smaller reporting companies under NYSE American rules, with no family relationships or recent legal proceedings involving directors or executives. In 2025, the board held four meetings and acted by written consent nine times, with all directors attending at least 75% of meetings and committees.

  • ·Audit Committee: Barbara Ryan and John Schroer (chairperson; qualifies as audit committee financial expert).
  • ·Compensation Committee and Nominating and Corporate Governance Committee members: Barbara Ryan and John Schroer.
  • ·Directors attended the 2025 annual meeting.
  • ·Independent directors meet in executive session at each regularly scheduled board meeting.
  • ·Vote required: Four nominees with most 'For' votes elected; withheld votes and broker non-votes have no effect.
Skillsoft Corp.DEF 14Amixedmateriality 7/10

08-05-2026

Skillsoft Corp. reported FY2026 GAAP revenue of $513 million, down 3% from $531 million in FY2025, while GAAP net loss widened to $140 million ($16.27 per share) from $122 million ($14.87 per share). Non-GAAP Adjusted EBITDA remained nearly flat at $110 million (21% margin) versus $109 million prior year, with cash and equivalents at $104.5 million supporting strategic investments. The proxy statement solicits votes for electing three Class II directors, advisory approval of NEO compensation, increasing shares under the 2020 Omnibus Incentive Plan from 3,755,658 to 4,305,658, ratifying Ernst & Young LLP as auditors, and potential meeting adjournment.

  • ·Annual Meeting scheduled for June 25, 2026 at 3:00 p.m. ET via www.virtualshareholdermeeting.com/SKIL2026
  • ·Record date for stockholders: May 4, 2026
  • ·Board divided into three classes with three-year terms
SHF Holdings, Inc.DEF 14Aneutralmateriality 6/10

08-05-2026

SHF Holdings, Inc. has issued a proxy statement for its 2026 Annual Meeting of Stockholders on June 17, 2026, at 7:30 a.m. MDT via virtual webcast, seeking to elect two Class II directors for a three-year term and ratify the appointment of Macias, Gini & O’Connell LLP as independent auditors for the fiscal year ending December 31, 2026. The record date is April 30, 2026, with 5,033,118 shares of Class A common stock outstanding held by 101 record holders. The Board recommends voting 'FOR' both proposals.

  • ·Annual Report on Form 10-K for fiscal year ended December 31, 2025, filed with SEC on April 15, 2026.
  • ·Proxy materials available at www.proxyvote.com; stockholder list available for inspection 10 days prior to meeting at www.proxyvote.com and during meeting at www.virtualshareholdermeeting.com/SFHS2026.
  • ·Voting requires plurality for directors; majority of votes cast for other matters; abstentions and broker non-votes count for quorum but not votes.

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