Executive Summary
The 50 filings from Dow Jones 30 constituents and related entities for May 22, 2026, reveal a market dominated by mixed signals: strong top-line growth is being offset by margin compression and cautious capital allocation. Key themes include significant shareholder dissent on executive compensation and equity plan proposals, with several companies seeing over 20% 'against' votes, signaling heightened governance scrutiny.
While revenue growth is robust in sectors like gaming (Take-Two +18.2% YoY) and wholesale (BJ's +9.9% YoY), profitability is challenged by rising costs and investments. Insider activity is sparse, but notable executive transitions and retention bonuses suggest a focus on talent retention. Capital allocation is bifurcated, with some companies issuing debt (Merck $6B) while others face liquidity concerns (VolitionRx covenant breach). The forward-looking landscape is punctuated by upcoming catalysts like the ASCO medical conference and a key earn-out deadline for Navitas Semiconductor, creating specific event-driven opportunities. Overall, the data suggests a market that is rewarding operational efficiency and punishing governance lapses, with a clear trend toward shareholder activism on pay and plan structures.
Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →
Filing types in this digest: 8-K · 13F · DEFA14A · 20-F · 10-K
Tracking the trend? Catch up on the prior Dow Jones 30 Stocks SEC Filings digest from May 21, 2026.
Investment Signals (10)
- Take-Two Interactive Software ↓ (BULLISH)▲
Revenue surged 18.2% YoY to $6.66B, driven by 16.1% growth in recurrent consumer spending. Gross margin expanded 290 bps to 57.2%, and operating cash flow turned positive to $624.3M from -$45.2M. The net loss improved dramatically from -$4.48B to -$298.2M.
- BJ's Wholesale Club ↓ (MIXED)▲
Total revenues grew 9.9% YoY to $5.66B, with comparable club sales up 6.3% and digitally enabled sales up 28%. Despite this, net income declined 4.7% to $142.7M and adjusted EPS fell 3.5% to $1.10, highlighting margin pressure from SG&A and tax costs.
- Vodafone Group ↓ (MIXED)▲
FY26 revenue grew 8.0% YoY to €40.5B, with operating profit swinging to €2.8B from a -€0.4B loss. However, the company remained net loss-making at -€49M, and cash flow from operations declined to €14.3B from €15.4B. Dividends increased to 4.6125 eurocents per share.
- Merck & Co. ↓ (BULLISH)▲
Closed a $6.0B debt offering across seven tranches, signaling a major capital raise for general corporate purposes. This provides significant financial flexibility for M&A or R&D investment.
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Issued 3.28M shares to satisfy earn-out obligations, with up to 10M additional shares contingent on stock price targets before Oct 19, 2026. This creates a potential overhang but also a clear catalyst if price targets are met. [NEUTRAL/BULLISH]
- LiveWire Group ↓ (BULLISH)▲
Acquired Dust Motorcycles for up to $13.0M in a mix of cash and stock, with contingent earn-outs. This strategic move into the off-road electric motorcycle segment could open new revenue streams.
- Classover Holdings ↓ (SPECULATIVE BULLISH)▲
Entered a $100M equity purchase facility to pivot into AI compute infrastructure and GPU cloud platforms, rebranding as 'KIDZ AI Inc.' This is a high-risk, high-reward strategic shift from edtech to AI infrastructure.
- Perspective Therapeutics ↓ (BULLISH CATALYST)▲
Interim clinical trial results to be presented at ASCO (May 29-June 2). This is a binary catalyst for the stock, with potential for significant upside if data is positive.
- Nine Energy Service ↓ (BULLISH)▲
Permanently appointed a 14-year veteran as CFO with a performance-based compensation structure tied to relative TSR. This signals stability and insider confidence in the company's strategic direction.
- Integer Holdings ↓ (BULLISH)▲
Approved $4.4M in retention bonuses for five executives and amended CEO employment agreements for accelerated vesting upon a change of control. This suggests the board is proactively managing key talent risk and potentially preparing for a sale.
Risk Flags (10)
- VolitionRx / Covenant Breach↓ [HIGH RISK]▼
Failed to comply with a minimum Market Capitalization Covenant on two senior secured convertible notes. Entered a waiver that imposes a 10% additional payment and allows conversion at a discounted price, severely diluting existing shareholders.
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Received a delisting notice for delayed 10-Q filing. Has until July 20, 2026, to submit a compliance plan. Failure to do so could result in delisting from the Nasdaq Global Market.
- Travelers Companies / Shareholder Dissent↓ [MEDIUM RISK]▼
The amendment to the 2023 Stock Incentive Plan (adding 5M shares) passed with only 73.3% support, indicating significant shareholder opposition (26.7% against). This is a strong signal of governance concerns.
- Vornado Realty Trust / Equity Plan Opposition [MEDIUM RISK]▼
The 2026 Omnibus Share Plan passed with only 77% of votes cast, with 22.3% against. This high level of dissent on equity compensation is a red flag for governance and shareholder alignment.
- Plains GP Holdings / Say-on-Pay Failure↓ [MEDIUM RISK]▼
The advisory vote on executive compensation received only 64.4% support, with 35.6% of votes cast against or abstaining. This is a strong signal of shareholder dissatisfaction with pay practices.
- Everspin Technologies / Equity Plan Opposition↓ [MEDIUM RISK]▼
The equity incentive plan amendment received 3.2M votes against (29.9% of votes cast), indicating significant shareholder pushback on dilution.
- Babcock & Wilcox / Governance Stalemate↓ [MEDIUM RISK]▼
Proposals to declassify the board and reduce the supermajority voting threshold both failed, despite receiving over 85M 'For' votes. This indicates entrenched governance structures that could deter activist investors.
- First Northwest Bancorp / Supermajority Failure↓ [LOW-MEDIUM RISK]▼
A proposal to remove supermajority provisions failed, receiving only 67.37% of outstanding shares in favor, short of the 80% threshold. This limits shareholder power and could be a governance overhang.
- Vishay Precision Group / CFO Retirement↓ [LOW RISK]▼
CFO William Clancy is retiring effective Dec 31, 2026, with a transition agreement. While orderly, the loss of a key financial executive introduces execution risk during the transition period.
- Take-Two Interactive / Rising Costs↓ [LOW RISK]▼
Software development costs and royalties surged 161.6% YoY to $439.8M. While this may fuel future growth, it represents a significant cash outflow that could pressure margins if not matched by revenue.
Opportunities (10)
- Perspective Therapeutics / ASCO Catalyst↓ (OPPORTUNITY)◆
Interim clinical trial results to be presented at ASCO (May 29-June 2). Positive data could drive significant re-rating for this small-cap biotech.
- Navitas Semiconductor / Earn-Out Deadline↓ (OPPORTUNITY)◆
Up to 10M shares are contingent on stock price targets before Oct 19, 2026. If the company is on track to meet these targets, the stock could see a significant rally as the deadline approaches.
- Take-Two Interactive / Recurrent Revenue Strength↓ (OPPORTUNITY)◆
Recurrent consumer spending grew 16.1% YoY, now representing 78% of total revenue. This high-margin, predictable revenue stream supports a premium valuation and provides a buffer against development cycle risk.
- BJ's Wholesale Club / Digital Growth↓ (OPPORTUNITY)◆
Digitally enabled comparable sales grew 28%, indicating strong omnichannel execution. If this trend continues, it could drive market share gains and margin expansion over time.
- Merck & Co. / Debt Financing for Growth↓ (OPPORTUNITY)◆
The $6B debt raise provides substantial firepower for M&A, R&D, or share buybacks. Given the current interest rate environment, locking in these rates could be a strategic advantage.
- LiveWire Group / Dust Motorcycles Acquisition↓ (OPPORTUNITY)◆
The acquisition of Dust Motorcycles for up to $13M gives LiveWire an entry into the fast-growing off-road electric motorcycle segment. If successful, this could be a significant growth driver.
- Classover Holdings / AI Infrastructure Pivot↓ (SPECULATIVE OPPORTUNITY)◆
The $100M equity facility to pivot into AI compute infrastructure is a high-risk, high-reward play. If execution is successful, the company could be re-rated from a small-cap edtech to a growth AI infrastructure play.
- Integer Holdings / Change of Control Potential↓ (OPPORTUNITY)◆
The approval of $4.4M in retention bonuses and accelerated vesting upon a change of control suggests the board may be positioning the company for a sale. This creates a potential M&A premium opportunity.
- Vodafone / Turnaround Improving↓ (OPPORTUNITY)◆
Operating profit swung to €2.8B from a -€0.4B loss, and the net loss narrowed dramatically from -€3.7B to -€49M. If the company can achieve sustained profitability, the stock could re-rate significantly.
- Converium Capital / Convertible Note Focus↓ (OPPORTUNITY)◆
The fund's 13F shows a 58% allocation to convertible notes, a strategy that provides downside protection with upside participation. This could be a model for investors seeking a risk-adjusted return in a volatile market.
Sector Themes (6)
- Shareholder Activism on Compensation◆
A clear theme across filings is significant shareholder dissent on executive compensation and equity plan proposals. Companies like Travelers (26.7% against), Vornado (22.3% against), and Plains GP (35.6% against) saw unusually high opposition, signaling a broad pushback against perceived excessive or misaligned pay practices. This trend could lead to more say-on-pay failures and increased pressure on boards.
- Mixed Revenue Growth and Margin Compression◆
Several companies reported strong top-line growth but experienced margin compression. BJ's Wholesale Club saw revenues up 9.9% YoY but net income down 4.7%, while Take-Two grew revenue 18.2% but remained unprofitable. This suggests that rising input costs, labor, and investment are eating into profitability, a trend that may persist.
- Strategic Pivots and Capital Raises◆
A number of companies are making significant strategic shifts, often accompanied by capital raises. Merck raised $6B in debt, Classover is pivoting to AI infrastructure via a $100M equity facility, and LiveWire is expanding into off-road EVs. This indicates a market where companies are actively repositioning for future growth, but with varying degrees of risk.
- Governance and Bylaw Amendments◆
Several filings involved governance changes, including bylaw amendments (Wingstop, Invesco) and failed declassification attempts (Babcock & Wilcox, First Northwest). This suggests an ongoing battle between management and shareholders over corporate governance structures, with implications for shareholder rights and activist strategies.
- Insider Confidence and Retention◆
Insider activity was mixed, but notable for retention-focused moves. Nine Energy Service promoted a long-tenured insider to CFO, and Integer Holdings approved significant retention bonuses. This contrasts with the lack of significant insider buying or selling in most filings, suggesting a cautious but stable management outlook.
- Debt Market Activity◆
The filings show active debt management, from Merck's $6B note offering to Byline Bancorp's credit facility extension and Innovative Industrial Properties' $20M ATM advance. This indicates that companies are actively managing their capital structures, taking advantage of current market conditions to lock in financing or extend maturities.
Watch List (8)
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Interim clinical trial results to be presented May 29-June 2. This is a binary event that could significantly impact the stock price. [May 29-June 2, 2026]
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Up to 10M shares contingent on stock price targets. Monitor the stock price trajectory as the Oct 19, 2026 deadline approaches. [Before Oct 19, 2026]
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Must submit a compliance plan by July 20, 2026, to avoid delisting. Failure to do so could lead to a significant stock price decline. [July 20, 2026]
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The Joint Special Meeting has been adjourned to May 29, 2026, for a vote on a new investment advisory agreement following Janus Henderson's go-private transaction. The outcome will determine the fund's future structure. [May 29, 2026]
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Monitor for any further covenant breaches or conversion of debt into equity, which could lead to significant dilution. The 10% additional payment and discounted conversion price are key risks. [Ongoing]
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The retention bonuses and accelerated vesting suggest a potential sale process. Watch for any M&A announcements or rumors. [Ongoing]
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The $100M equity purchase facility requires stockholder approval. Monitor for the shareholder vote and subsequent capital raises. [Ongoing]
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The failure of declassification and supermajority removal proposals could attract activist investors. Watch for any 13D filings or shareholder campaigns. [Ongoing]
Filing Analyses
(50)
22-05-2026
Everspin Technologies held its 2026 Annual Meeting on May 21, 2026, where stockholders approved the amendment and restatement of the 2016 Equity Incentive Plan, adding 1,800,000 shares for issuance. All seven director nominees were elected, and the appointment of Ernst & Young LLP as auditor was ratified. The say-on-pay proposal and the equity plan amendment received stockholder approval, though the equity plan had significant opposition with 3,216,931 votes against.
- · Proposal 4 (equity plan) received 7,462,346 for, 3,216,931 against, 50,102 abstain, and 4,376,160 broker non-votes.
- · Proposal 3 (say-on-pay) received 10,374,156 for, 215,571 against, 139,652 abstain.
- · Proposal 2 (auditor ratification) received 15,056,251 for, 35,168 against, 14,120 abstain.
- · Director Darin G. Billerbeck received 7,326,985 for and 3,402,394 withheld; Douglas Mitchell received 7,695,263 for and 3,034,116 withheld.
- · Committee assignments: Audit Committee chaired by Geoffrey Ribar; Compensation Committee chaired by Glen Hawk; Nominating and Corporate Governance Committee chaired by Douglas Mitchell.
22-05-2026
Investar Holding Corporation held its 2026 Annual Meeting on May 20, 2026, where shareholders approved all five proposals, including the election of 13 directors, ratification of BDO USA as auditor, advisory approval of executive compensation, a one-year frequency for future say-on-pay votes, and the Second Amended and Restated 2017 Long-Term Incentive Compensation Plan. The Plan authorizes up to 1,800,000 new shares and extends through May 19, 2036. However, shareholder support for the Plan was relatively modest, with 5,740,224 votes in favor versus 1,353,778 against, representing a significant 19.1% opposition rate among votes cast (excluding broker non-votes).
- · The Plan may be amended or discontinued at any time by the board, subject to shareholder approval for certain amendments; no amendment may materially impair prior awards without consent.
- · No awards may be granted under the Plan after May 19, 2036.
- · The advisory vote on frequency of future say-on-pay votes resulted in 6,964,284 votes for every one year, 93,701 for every two years, 311,861 for every three years, and 63,727 abstentions.
- · The board intends to hold future advisory votes on executive compensation annually until the next required frequency vote, expected at the 2032 Annual Meeting.
- · Ratification of BDO USA as auditor received overwhelming support: 9,715,205 for, 223 against, 33,312 abstentions.
- · Advisory approval of named executive officer compensation passed with 7,321,191 for, 42,699 against, 69,683 abstentions.
22-05-2026
LiveWire Group, Inc. acquired substantially all assets of Dust Motorcycles, Inc. for total consideration of up to $13.0M, comprising $375k cash, $500k in common stock at closing, three annual $875k stock installments, and up to $11.25M in contingent earn-out stock payments. Separately, LiveWire amended its contract manufacturing agreement with KYMCO, revising exclusivity terms and switching to FOB pricing. At the 2026 Annual Meeting, all seven director nominees were elected and KPMG LLP was ratified as independent auditor for FY2026.
- · The Dust acquisition was consummated on May 18, 2026, the same day the agreement was entered into.
- · Stock issuance for the acquisition relies on Section 4(a)(2) exemption based on Seller being an accredited investor.
- · At the 2026 Annual Meeting, all director nominees received over 181 million votes in favor, with broker non-votes of approximately 11.34 million.
- · Ratification of KPMG as auditor passed with 193,641,297 votes for, 36,746 against, and 1,488 abstentions.
- · The KYMCO exclusivity does not apply to the manufacture of powertrains used in applicable products.
- · After the exclusivity period, LiveWire may terminate for one or more products upon two years' notice, subject to termination charges.
22-05-2026
GSI Technology, Inc. disclosed unaudited preliminary financial results for the fiscal year ended March 31, 2026, reporting net revenue of approximately $25.1 million and a gross margin of approximately 54.5%. The results are preliminary and subject to completion of financial closing procedures and quarterly review, with no comparative prior-period data provided.
- · The financial results are unaudited and preliminary, subject to completion of financial closing procedures and quarterly review.
- · No prior-period comparative data (e.g., fiscal year 2025) was provided in this filing.
- · The company highlighted risks including dependence on a limited number of customers, product mix fluctuations, and challenges in developing new products based on associative computing technology.
22-05-2026
At its 2026 Annual Meeting on May 19, 2026, First Northwest Bancorp shareholders approved the Amended and Restated 2020 Equity Incentive Plan, increasing authorized shares from 520,000 to 820,000 and raising the annual non-employee director compensation limit from $150,000 to $175,000. However, Proposal 2 to remove supermajority provisions from the Articles of Incorporation failed, receiving only 67.37% of outstanding shares in favor, short of the required 80% threshold. All nine director nominees were elected with strong support (ranging from 87.26% to 93.34% of votes cast).
- · The Amended Plan will terminate 10 years after its effective date, unless terminated earlier by the Board.
- · Proposal 2 (removing supermajority provisions) received 6,399,941.98 votes for (98.85% of votes cast), 68,769.68 against, 5,679 abstain, and 1,267,289 broker non-votes, but failed because it required 80% of outstanding shares (approximately 7,599,440 shares).
- · Proposal 3 (Equity Incentive Plan) received 5,851,403.42 for (90.38%), 275,255.24 against, 347,732 abstain.
- · Proposal 4 (Say-on-Pay) received 5,480,183.31 for (84.64%), 583,739.24 against, 410,468.11 abstain.
- · Proposal 5 (Auditor ratification) received 7,285,594.98 for (94.11%), 392,092.68 against, 63,992 abstain, with zero broker non-votes.
- · All director nominees were elected with support ranging from 87.26% (Sherilyn G. Anderson) to 93.34% (Curt T. Queyrouze) of votes cast.
22-05-2026
Evolutionary Tree Capital Management, LLC disclosed 13F holdings valued at approximately $53.2M as of March 31, 2026, comprising 26 equity positions. Top holdings include Abbott Laboratories ($1.83M or 3.4% of portfolio), CACI International ($2.85M), Krystal Biotech ($3.18M), Netflix ($2.63M), and Alphabet ($4.25M). The fund's largest position by weight is Alphabet at $4.25M (8.0% of portfolio), followed by Krystal Biotech and CACI International, signaling a focus on healthcare, technology, and internet services.
- · The fund increased its position count to 26 holdings from 0 in prior filing (first-time 13F filer or new fund as no prior 13F data available for comparison).
- · Top 10 holdings by value: Alphabet ($4.25M), Krystal Biotech ($3.18M), CACI International ($2.85M), Meta Platforms ($2.78M), Netflix ($2.63M), Cellebrite DI ($2.53M), Micron Technology ($2.51M), Microsoft ($2.53M), Broadcom ($2.01M), Axon Enterprise ($2.08M).
- · Largest position by number of shares: Cellebrite DI Ltd with 183,473 shares (value $2.53M).
- · Smallest position by value: Shopify Inc at $859,402 (7,245 shares).
- · Sector concentration: Technology/Software (Broadcom, Microsoft, Palo Alto, Roblox, Rubrik, Samsara, Shopify, Tradeweb) and Healthcare/Biotech (Abbott, Ascendis Pharma, Krystal Biotech, Procept BioRobotics) dominate the portfolio.
- · No period-over-period comparison data is available as this is the first filing on record; no prior public 13F data for Evolutionary Tree Capital Management, LLC exists in this filing.
22-05-2026
Janus Investment Fund filed a DEFA14A proxy solicitation material on May 22, 2026, urging shareholders to vote on a new investment advisory agreement following Janus Henderson's agreement to become a privately-owned company. The Joint Special Meeting of Shareholders has been adjourned to May 29, 2026, to allow additional time for voting. The Board of Trustees unanimously recommends a 'FOR' vote, and the fund emphasizes that there will be no change in fund management, fee rates, or investor business practices as a result of the ownership change.
- · The definitive proxy statement was filed with the SEC on March 2, 2026.
- · Shareholders can vote by phone (1-855-206-2338), online, via text message link, or through the Proxy Vote Mobile App.
- · The meeting was adjourned to May 29, 2026, to allow additional time for voting.
- · The filing includes multiple template communications (email, text) for both registered and beneficial holders.
22-05-2026
Bread Financial Holdings, Inc. held its 2026 annual meeting on May 19, 2026, with 91.35% of outstanding shares represented. All nine director nominees were elected, executive compensation was approved on an advisory basis, the 2026 Employee Stock Purchase Plan was approved, and Deloitte & Touche LLP was ratified as the independent auditor for 2026. Director Roger H. Ballou retired after 25 years of service.
- · Director Roger H. Ballou, who served since 2001, retired effective May 19, 2026.
- · Proposal 2 (advisory vote on executive compensation) received 31,508,096 votes for, 2,754,478 against, and 25,859 abstentions, with 3,552,752 broker non-votes.
- · Proposal 3 (2026 Employee Stock Purchase Plan) received 34,219,041 votes for, 55,969 against, and 13,423 abstentions, with 3,552,752 broker non-votes.
- · Proposal 4 (ratification of Deloitte & Touche LLP) received 36,998,194 votes for, 822,956 against, and 20,035 abstentions, with no broker non-votes.
- · The annual meeting was held in a virtual-only format.
22-05-2026
Verus Capital Partners, LLC filed its quarterly 13F-HR for the period ended March 31, 2026, disclosing equity holdings with a total reported value of approximately $1.46 billion. The portfolio is heavily concentrated in fixed income and income-oriented ETFs, with top holdings in Guggenheim Strategic Opportunities Fund ($27.3M), iShares Core S&P 500 ETF ($29.8M), and Goldman Sachs ActiveBeta US Equity ETF ($13.1M), alongside significant positions in large-cap tech stocks such as Apple ($155.9M), Amazon ($79.5M), and Advanced Micro Devices ($57.4M). The filing reflects a diversified multi-asset strategy but does not provide prior-period comparative data for period-over-period analysis.
- · The filing includes 525 separate equity positions, indicating a highly diversified portfolio.
- · The largest position by value was Apple Inc. at $155.9M (614,413 shares), followed by Amazon.com at $79.5M and Advanced Micro Devices at $57.4M.
- · Exposure to fixed income and income-oriented strategies is significant: Guggenheim Strategic Opportunities Fund ($27.3M, 2.48M shares), Invesco Active Managed Total Return ($12.2M), iShares Core S&P 500 ETF ($29.8M), and Goldman Sachs Access Treasury ETF ($13.7M).
- · Sector bets include a large position in the Global X Defense Tech ETF ($6.2M) and Direxion Daily Aerospace & Defense ETF ($527K), reflecting a tilt toward defense and aerospace.
- · The firm holds a significant short-biased position via the Direxion Daily S&P 500 Bear ETF ($1.42M, 142,931 shares).
- · No period-over-period comparative data is available as the filing only reports the current quarter holdings.
- · The portfolio shows heavy exposure to mega-cap technology stocks and ETFs, alongside meaningful positions in energy (Exxon $6.5M, Chevron $2.7M), healthcare (AbbVie $11.6M, Eli Lilly $879K), and consumer staples (Coca-Cola $671K, PepsiCo $902K).
- · The filing confirms Verus Capital Partners, LLC is a Scottsdale, Arizona-based investment adviser with Stephen D. Bull as Managing Partner.
22-05-2026
Perspective Therapeutics, Inc. (CATX) announced interim results from its ongoing clinical trials, to be presented at the 2026 ASCO Annual Meeting (May 29–June 2, 2026, Chicago). The filing is a brief 8-K with no financial data or period-over-period comparisons, solely referencing a press release (Exhibit 99.1) for details. No negative or flat metrics are disclosed in the filing itself.
- · Press release issued on May 21, 2026, regarding interim clinical trial results.
- · Results to be presented at the 2026 ASCO Annual Meeting (May 29–June 2, 2026, Chicago, Illinois).
- · No financial statements or quantitative data included in the 8-K filing.
22-05-2026
Vodafone reported FY26 revenue of €40.5B (+8.0% YoY) and service revenue of €33.5B (+8.8% YoY), with organic service revenue growth of 5.4%. Operating profit swung to €2.8B from a loss of €0.4B in FY25, driven by prior-year impairments. However, the company remained loss-making with a net loss of €49M (vs. €3.7B loss in FY25), and basic loss per share from continuing operations was €(0.012) compared to €(0.1586) last year. Cash flow from operations declined to €14.3B from €15.4B, and net debt increased to €43.7B from €42.1B.
- · Vodafone Business grew 2.2% in FY26, and 3.2% on an organic basis, with double-digit growth in digital services revenue.
- · Basic loss per share from continuing operations improved to 1.20 eurocents loss from 15.86 eurocents loss in FY25.
- · Total dividends per share increased to 4.6125 eurocents from 4.5 eurocents in FY25.
- · Net debt increased to €43.7 billion from €42.1 billion.
- · Cash inflow from operating activities decreased to €14.3 billion from €15.4 billion.
- · The company reported a net loss of €49 million for FY26, compared to a loss of €3.7 billion in FY25.
- · Operating profit increased by €3.2 billion to €2.8 billion, largely due to non-cash impairment charges in the prior year, partially offset by higher depreciation and amortisation following the consolidation of Three UK.
22-05-2026
Access Investment Management LLC filed its Q1 2026 13F-HR, reporting total holdings valued at approximately $375.6 million across 157 equity positions. The portfolio shows significant concentration in financials and industrials, with top holdings including United Rentals ($23.3M), Sonoco Products ($15.7M), Apollo Global Management ($15.8M), and Citigroup ($13.5M).
- · The filing includes 157 equity positions with a total market value of $375,590,424 as of March 31, 2026.
- · Top 10 positions by value: United Rentals ($23.3M), Sonoco Products ($15.7M), Apollo Global Management ($15.8M), Citigroup ($13.5M), East West Bancorp ($13.5M), JPMorgan Chase ($10.4M), Bank of America ($10.2M), Donnelley Financial Solutions ($11.0M), Customers Bancorp ($9.7M), and Stifel Financial ($15.8M).
- · Largest holdings by share count: Integra LifeSciences (640,535 shares), Sally Beauty Holdings (563,855 shares), DXC Technology (497,670 shares), Ladder Capital Corp (483,796 shares), and Wiley John & Sons (366,520 shares).
- · The portfolio includes a mix of common stocks, ETFs, and ADRs across various sectors including financials, industrials, technology, healthcare, and consumer goods.
- · Notable ETF positions include iShares International Select Dividend ETF ($4.5M), iShares S&P Small-Cap 600 Value ETF ($3.9M), Vanguard FTSE Pacific ETF ($6.7M), and Vanguard International High Dividend Yield ETF ($2.0M).
22-05-2026
Take-Two Interactive Software reported total net revenue of $6,656.4M for fiscal year 2026, up 18.2% from $5,633.6M in FY2025, driven by growth in recurrent consumer spending (+16.1% to $5,196.6M) and mobile revenue (+13.3% to $3,333.0M). Gross profit improved 24.4% to $3,809.7M with gross margin expanding to 57.2% from 54.3%. However, the company still reported a net loss of $298.2M, though this was a significant improvement from the $4,478.9M net loss in FY2025, which included a $3,545.2M goodwill impairment charge. Operating cash flow turned positive at $624.3M versus negative $45.2M in the prior year.
- · Software development costs and royalties surged 161.6% YoY to $439.8M, while game intangibles declined 18.3% to $662.2M.
- · Interest income decreased 13.7% to $85.1M, and interest expense decreased 9.5% to $151.4M.
- · Foreign currency exchange loss improved 23.0% to $17.4M.
- · Goodwill balance at March 31, 2026 was $1,061.9M, with no impairment charge in FY2026 versus $3,545.2M in FY2025.
- · Net cash used in investing activities increased significantly to $649.2M from $151.5M, reflecting higher capital deployment.
- · The company's gross margin improved to 57.2% in FY2026 from 54.3% in FY2025, driven by lower cost of revenue as a percentage of sales.
- · Recurrent consumer spending as a percentage of total revenue declined slightly to 78.1% from 79.4%.
- · Mobile revenue as a percentage of total revenue decreased to 50.1% from 52.2%, while console share increased to 39.0% from 37.3%.
- · Digital online revenue accounted for 97.0% of total revenue, up from 96.4%.
- · Physical retail and other revenue continued to decline, down 2.5% YoY to $196.7M.
22-05-2026
BJ's Wholesale Club Holdings, Inc. reported strong first quarter fiscal 2026 results with total revenues up 9.9% YoY to $5.66B, driven by 6.3% comparable club sales growth and 28% digitally enabled comparable sales growth. However, net income declined 4.7% to $142.7M and adjusted EPS fell 3.5% to $1.10, impacted by increased SG&A costs and higher income tax expense. The company maintained its fiscal 2026 guidance for comparable club sales (ex-gas) growth of 2.0%-3.0% and adjusted EPS of $4.40-$4.60.
- · Gross profit increased to $1.03B in Q1 FY26 from $969.5M in Q1 FY25, but merchandise gross margin rate (ex-gas and membership fees) decreased ~10 bps due to pricing investments partially offset by tariff refund benefits.
- · SG&A expenses rose to $806.0M from $760.9M, driven by higher labor, occupancy, and operational costs from new club and gas station openings, plus increased depreciation from owned clubs.
- · Income tax expense increased to $52.8M from $42.8M due to higher pre-tax income and lower tax benefits from stock-based compensation.
- · The company opened one new club and six new gas stations in Q1 FY26.
- · Cash and cash equivalents decreased to $27.8M from $39.5M a year earlier, and net cash from operations fell to $140.0M from $208.1M.
- · Short-term debt increased to $375.0M from $150.0M year-over-year.
- · Fiscal 2026 guidance unchanged: comparable club sales ex-gas growth 2.0%-3.0%, adjusted EPS $4.40-$4.60, capex ~$800M.
22-05-2026
Universal Health Services held its 2026 Annual Meeting on May 20, 2026, where stockholders elected two Class III directors (Alan B. Miller and Nina Chen-Langenmayr), approved advisory executive compensation, ratified PwC as auditor, and voted against a shareholder proposal on reporting votes based on shareholder money at risk. The advisory vote on executive compensation passed overwhelmingly with 99.6% support, while the shareholder proposal was soundly defeated with only 4.7% in favor.
- · The New York State Common Retirement Fund withdrew its proposal on workforce diversity disclosure before the meeting, so no vote was held on that item.
- · Alan B. Miller was elected unanimously by Class A and C stockholders with 7,236,288 votes in favor and zero withheld.
- · Nina Chen-Langenmayr received 31,836,231 votes in favor but had 14,129,963 votes withheld (30.7% withheld), indicating significant dissent among Class B and D stockholders.
- · Ratification of PwC as auditor passed with 62,633,332 votes in favor (99.9% of votes cast).
22-05-2026
Nebius Group N.V. filed an amendment (20-F/A) on May 22, 2026, reporting outstanding share counts as of the filing date. The company has 219,465,088 Class A ordinary shares and 33,551,883 Class B ordinary shares outstanding, with Class A shares being the class subject to Section 15(d) reporting obligations.
- · The filing is an amendment to the annual report (20-F/A), not the initial filing.
- · Only Class A ordinary shares are subject to Section 15(d) reporting obligations under the Securities Exchange Act of 1934.
- · Total outstanding shares (Class A + Class B) equal 253,016,971.
22-05-2026
Vishay Precision Group (VPG) announced the retirement of CFO William M. Clancy effective December 31, 2026, with a transition agreement providing salary continuation through June 2028 and partial vesting of performance-based RSUs. The company also amended CEO Ziv Shoshani's employment agreement to increase his target annual equity award to 225% of base salary and set his annual bonus target at 100% of base salary (max 150%). Additionally, VPG entered into new employment agreements with Chief Business and Product Officer Yair Alcobi (base salary of 1,372,800 NIS/year) and COO Rafi Ouzan (base salary of 1,150,763 NIS/year), both with target bonuses of 65% of base salary. At the 2026 Annual Meeting, all six director nominees were elected, though Sejal Shah Gulati and Nava Swersky Sofer received significant withheld votes (3,951,832 and 3,359,287 votes withheld, respectively).
- · CFO William Clancy's retirement effective December 31, 2026; base salary continuation through June 30, 2028.
- · Clancy's 2024 PBRSUs vest fully on normal date; 2025 PBRSUs vest two-thirds; 2026 PBRSUs vest one-third; all other PBRSUs forfeited.
- · CEO Ziv Shoshani's annual equity award increased to approximately 225% of base salary (from prior level).
- · CAO Amir Tal's annual equity award set at approximately 100% of base salary.
- · CBPO Yair Alcobi and COO Rafi Ouzan each receive 50% of annual LTI in time-based RSUs and 50% in PBRSUs.
- · Severance for Alcobi and Ouzan includes 18 months base salary continuation, full RSU vesting, and pro-rata bonus.
- · At the Annual Meeting, Sejal Shah Gulati received 3,951,832 withheld votes (20.2% of total voting power) and Nava Swersky Sofer received 3,359,287 withheld votes (17.1%).
- · Ratification of Deloitte affiliate as auditor passed with 20,750,950 votes for, 8,343 against.
- · Advisory vote on executive compensation passed with 19,464,194 votes for, 139,403 against.
22-05-2026
Star Holdings held its 2026 Annual Meeting on May 21, 2026, where shareholders elected three trustees (Clifford De Souza, Richard Lieb, and Nina Matis) to serve until the 2027 meeting, and ratified the appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2026. All proposals passed, but the trustee elections showed significant broker non-votes (over 3.3 million shares) and notable withheld votes, particularly for Richard Lieb (1,072,744 withheld).
- · The annual meeting was held virtually on May 21, 2026.
- · All three trustee nominees were elected with terms continuing until the 2027 annual meeting.
- · Broker non-votes totaled 3,376,031 for each trustee nominee, indicating a significant portion of shares were not voted on the trustee election.
- · Richard Lieb received the highest number of withheld votes (1,072,744) among the nominees.
- · The ratification of Deloitte & Touche LLP was approved with 8,403,220 votes for, 5,711 against, and 4,495 abstentions.
22-05-2026
Classover Holdings, Inc. (NASDAQ: KIDZ; KIDZW) entered into a $100 million equity purchase facility agreement with Chardan Capital Markets, allowing the sale of up to $100 million of Class B common stock subject to stockholder approval. The company intends to use proceeds to expand into AI compute infrastructure, GPU cloud platforms, and data center ecosystems, and plans to rebrand as 'KIDZ AI Inc.' The strategic shift targets vertical integration in AI infrastructure, but the facility requires stockholder approval and is subject to market conditions, capital availability, and regulatory requirements.
- · The press release contains forward-looking statements that caution about risks including obtaining market acceptance, Nasdaq listing maintenance, and crypto asset price fluctuations (SOL).
- · Classover is currently described as an AI-driven education technology company with live teaching experience and proprietary AI-powered learning systems integrated with AI agents and robotics.
- · The facility is subject to stockholder approval and terms and conditions in the agreement.
22-05-2026
Advance Auto Parts held its 2026 Annual Meeting on May 20, 2026. All 10 director nominees were elected, the advisory vote on executive compensation passed, and the appointment of Deloitte & Touche as auditor for 2026 was ratified. While most directors received overwhelming support, Eugene I. Lee, Jr. received a relatively high 15.7% of votes AGAINST (8.25M of 52.3M votes cast), reflecting notable shareholder dissent.
- · Eugene I. Lee, Jr. received 43,991,451 FOR votes and 8,250,306 AGAINST, the highest dissent of any director.
- · The advisory say-on-pay proposal passed with 50,144,674 FOR and 2,032,744 AGAINST (4.0% dissent).
- · Ratification of Deloitte & Touche as auditor passed with 56,420,460 FOR and 947,410 AGAINST (less than 2% dissent).
- · All director votes had 5,169,702 broker non-votes, reflecting shares held by brokers that did not vote on director elections.
22-05-2026
Nine Energy Service, Inc. announced the permanent appointment of Heather Schmidt as Chief Financial Officer, effective May 22, 2026, after she served as Interim CFO since May 11, 2026. Ms. Schmidt, a 14-year company veteran, will receive a base salary of $425,000, a target annual bonus of 75% of base salary, and long-term incentive awards totaling $600,000 in target value (split equally between time-based RSUs and performance-based cash awards). The filing does not include any financial results or period-over-period comparisons, so no negative or flat metrics are present.
- · Ms. Schmidt joined Nine Energy Service in 2012 and most recently served as Senior Vice President of Strategic Development and Investor Relations since November 2024.
- · The performance-based cash award has a maximum payout of 200% of the $300,000 target, based on relative total shareholder return over three annual performance periods.
- · Severance for a Qualifying Termination includes 1x base salary plus target bonus paid over 12 months, increasing to 2x if termination occurs within 24 months after a change in control.
- · No family relationships or reportable transactions exist between Ms. Schmidt and the company's directors or officers.
22-05-2026
VolitionRx Ltd (VNRX) disclosed on May 21, 2026, that it failed to comply with a minimum Market Capitalization Covenant under two senior secured convertible promissory notes held by Lind Global Asset Management XII LLC, with original principal amounts of $7,500,000 (issued May 15, 2025) and $2,400,000 (issued January 7, 2026). The company entered into a waiver with Lind that waives certain rights and remedies arising from the breach, including acceleration and foreclosure, but imposes an additional payment equal to 10% of the outstanding principal of each note. Lind may also convert outstanding principal into common stock at a discounted price, subject to a 4.99% beneficial ownership cap.
- · The waiver was entered into on May 21, 2026, and filed on May 22, 2026.
- · Lind waived rights to declare amounts due, demand immediate payment, accelerate obligations, or foreclose on collateral due to the covenant breach.
- · The conversion price for Lind's conversion demand is the lower of the then-current Conversion Price or 90% of the average of the three lowest VWAPs during the 20 trading days prior to conversion notice.
- · The waiver document will be filed as an exhibit to the company's Quarterly Report on Form 10-Q on or before August 14, 2026.
22-05-2026
GE Vernova Inc. held its annual meeting on May 20, 2026, where stockholders elected three Class II directors (Matthew Harris, Martina Hund-Mejean, and Paula Rosput Reynolds) to three-year terms, approved executive compensation in a non-binding advisory vote, ratified Deloitte & Touche LLP as independent auditor for FY2026, and rejected a stockholder proposal requesting a report on sustainability goals using net-present-value and return-on-investment calculations. All director nominees received strong support with over 95% of votes cast in favor, while the sustainability proposal was overwhelmingly opposed with only 1.5% of votes cast in favor.
- · The annual meeting was held on May 20, 2026, and the proxy statement was filed on April 3, 2026.
- · All three director nominees were elected to serve until the 2029 annual meeting.
- · The sustainability proposal received only 2,895,955 votes in favor versus 187,794,281 against, indicating strong shareholder opposition.
- · Broker non-votes were 34,284,142 for all proposals except auditor ratification (which had no broker non-votes).
- · Auditor ratification received the highest support with 225,917,101 votes for and only 354,151 against.
22-05-2026
Byline Bancorp executed a Third Amendment to its credit agreement with CIBC Bank USA, extending the revolving loan maturity date to May 23, 2027 (previously May 2026). The company maintains an available $15M revolving credit facility, while the $20M term loan remains paid off. No new borrowing or financial deterioration was disclosed.
- · The Eleventh Amended Revolving Note was executed to reflect the new maturity date of May 23, 2027.
- · The original Loan Agreement was dated May 26, 2023 and had been amended twice before.
- · The negative pledge agreement (originally October 11, 2018) was affirmed and consented to by the company.
- · All collateral previously provided continues to secure the loan, and all guaranties remain in full force.
- · The amendment was effective May 24, 2026, but signed May 22, 2026.
22-05-2026
Invesco Ltd. held its Annual General Meeting on May 21, 2026, where shareholders elected all 11 director nominees, approved advisory executive compensation, ratified PricewaterhouseCoopers LLP as auditor for FY2026, and approved a bylaw amendment allowing director removal with or without cause. All proposals passed with strong support, though director G. Richard Wagoner, Jr. received the lowest 'For' votes (335,923,853) and the highest 'Against' votes (8,590,902) among nominees.
- · Broker non-votes totaled 41,396,921 for director elections and most other proposals.
- · PricewaterhouseCoopers LLP was ratified as auditor with 381,290,472 'For' votes, 4,813,550 'Against', and 9,748,972 abstentions.
- · The bylaw amendment to allow director removal with or without cause passed with 344,481,777 'For' votes, 270,164 'Against', and 9,704,132 abstentions.
- · Advisory vote on executive compensation received 339,412,197 'For', 4,992,802 'Against', and 10,051,074 abstentions.
22-05-2026
Compass Diversified Holdings (CODI) held its 2026 Annual Meeting on May 21, 2026, with 63,813,873 shares present (84.8% of 75,235,966 eligible shares). All seven director nominees were elected, the advisory Say-on-Pay proposal was approved, and Grant Thornton LLP was ratified as independent auditor for fiscal 2026. However, the Say-on-Pay proposal received notable opposition with 5,586,343 votes against and 5,777,566 abstentions, representing about 22% of votes cast (excluding broker non-votes), indicating some shareholder dissent on executive compensation.
- · Broker non-votes were 11,955,366 on all director elections and the Say-on-Pay proposal, representing 15.9% of eligible shares.
- · The ratification of Grant Thornton LLP received 54,352,876 for, 2,325,347 against, and 7,135,650 abstentions, with no broker non-votes.
- · Director Teri R. Shaffer received the lowest for votes among nominees at 41,501,430 (with 10,357,077 withheld), while Harold S. Edwards received the highest at 46,532,954.
- · The annual meeting was held via virtual webcast.
22-05-2026
Integer Holdings Corporation approved amendments to CEO Payman Khales' employment agreement and named executives' change of control agreements to provide accelerated vesting of performance-based equity awards upon qualifying termination around a change of control. The Board also approved $4,406,100 in aggregate retention bonuses for five executives, payable 50% on Dec 31, 2026 and 50% upon a change of control. Stockholders approved all four proposals at the May 20, 2026 Annual Meeting, including the 2026 Omnibus Incentive Plan (with 1,000,000 new shares plus rollover shares) and the election of all 11 directors, though several directors received notable withhold votes (up to 2.48 million shares withheld).
- · The 2026 Omnibus Incentive Plan expires on May 20, 2036 (10-year term).
- · All incentive compensation under the 2026 Plan is subject to clawback under the Company's Incentive Compensation Recoupment Policy.
- · Proposal 1 (Election of directors): All 11 nominees received majority FOR votes, but Tyrone Jeffers had 2,423,486 withheld, M. Craig Maxwell had 2,482,983 withheld, and Donald J. Spence had 2,430,264 withheld — representing approximately 8.3% of votes cast for those nominees.
- · Proposal 2 (Ratify auditor): FOR 30,439,879; AGAINST 523,970; ABSTAINED 8,137 — strong support.
- · Proposal 3 (Advisory say-on-pay): FOR 28,727,674; AGAINST 393,504; ABSTAINED 10,160; Broker NON-VOTE 1,840,648 — approved with ~98.6% support of votes cast (excluding broker non-votes).
- · Proposal 4 (2026 Plan): FOR 27,750,271; AGAINST 1,378,718; ABSTAINED 2,349; Broker NON-VOTE 1,840,648 — approved with ~95.3% support of votes cast (excluding broker non-votes).
- · The 2026 Plan also includes rollover of shares remaining available under the 2021 Plan plus shares subject to outstanding 2021 Plan awards that later become forfeited or lapse (in addition to the new 1,000,000 share reserve).
22-05-2026
Serenity Investment Advisors filed its Q4 2025 13F-HR report, disclosing 63 equity holdings with a total market value of approximately $171.2 million as of December 31, 2025. The portfolio is heavily weighted toward Schwab and Vanguard ETFs, with the top positions being Schwab US LCAP Gr ETF ($31.4M), Schwab US LCAP Va ETF ($26.9M), and Vanguard Mid Cap ETF ($15.9M). No prior-period comparison data is available in this filing, so period-over-period changes cannot be assessed.
- · All 63 holdings are held with sole voting and investment authority; no shared or non-voting positions.
- · The largest single stock position is JPMorgan Chase & Co. at $2.63M (7,985 shares), followed by Apple Inc. at $2.24M (8,663 shares).
- · The portfolio includes a small gold allocation via SPDR Gold TR (600 shares, $246,894).
- · The filing was signed by Richard Little, Chief Compliance Officer, on May 22, 2026.
- · No period-over-period comparison is possible as this is a single-period snapshot filing.
22-05-2026
Eastman Kodak held its 2026 Annual Meeting on May 20, 2026, with 84.2% of shares represented. All seven director nominees were elected, with James V. Continenza receiving the lowest support (87.0% of votes cast). The say-on-pay proposal passed with 77.0% approval, but 22.3% voted against. The frequency of future say-on-pay votes was set at one year, with 58.9% favoring one year, 22.7% two years, and 18.4% three years. The Omnibus Incentive Plan amendment and auditor ratification were also approved.
- · The next required advisory vote on frequency of say-on-pay will occur no later than the 2032 annual meeting.
- · Broker non-votes were 14,916,652 on all non-routine items (director elections, say-on-pay, frequency, and plan amendment).
- · Auditor ratification was a routine item with no broker non-votes; 81,948,733 for, 106,339 against, 80,245 abstentions.
- · James V. Continenza received the lowest percentage of votes for among directors (87.0% of votes cast), while Darren L. Richman received the highest (99.8%).
22-05-2026
Solstice Advanced Materials Inc. held its Annual Meeting on May 22, 2026, where shareholders elected four Class I directors (Peter Gibbons, Rose Lee, William Oplinger, Patrick Ward) for two-year terms, approved Deloitte & Touche LLP as independent auditors for 2026, and approved on a non-binding advisory basis the compensation of named executive officers. The company also confirmed it will hold an annual advisory vote on executive compensation until the 2032 annual meeting, consistent with shareholder preference for a 1-year frequency.
- · All four Class I director nominees were elected with strong support, with 'for' votes ranging from 108.7 million to 110.3 million votes.
- · The appointment of Deloitte & Touche LLP as independent auditors received overwhelming approval with 133.6 million 'for' votes versus only 187,060 against.
- · The non-binding advisory vote on executive compensation passed with 106.4 million 'for' votes, though 4.4 million votes were against, indicating some shareholder dissent.
- · Shareholders expressed a clear preference for an annual advisory vote on executive compensation, with 107.8 million votes for a 1-year frequency, compared to 2.1 million for 3 years and 0.97 million for 2 years.
- · The company will hold an annual advisory vote on executive compensation until the 2032 annual meeting.
- · After the meeting, Class II directors (Fiona C. Laird, Sivasankaran Somasundaram, Matthew Trerotola) continue until 2027, and Class III directors (Dr. Rajeev Gautam, David Sewell, Brian Worrell) continue until 2028.
22-05-2026
SBA Communications Corporation held its 2026 Annual Meeting of Shareholders on May 22, 2026, where shareholders voted on three proposals. All three proposals were approved: the election of three Class III directors (Steven E. Bernstein, Laurie Bowen, and Amy E. Wilson), the advisory approval of named executive officer compensation, and the ratification of Ernst & Young LLP as the independent auditor for fiscal 2026. While all directors were elected, Laurie Bowen received a notable 10.7 million against votes (11.3% of votes cast), indicating some shareholder dissent.
- · Broker non-votes totaled 2,476,746 for each director proposal and the advisory compensation vote.
- · The ratification of Ernst & Young LLP had no broker non-votes.
- · All three proposals passed with majority support.
22-05-2026
Travelers Companies held its annual shareholder meeting on May 20, 2026, where all director nominees were elected and the amendment to the 2023 Stock Incentive Plan was approved, increasing authorized shares by 5,000,000. However, the amendment received relatively low support with only 124,148,482 votes for (73.3% of votes cast excluding broker non-votes) versus 45,264,986 against, indicating significant shareholder opposition. Additionally, two shareholder proposals—on climate-related pricing and independent board chairman—were overwhelmingly voted down.
- · All eight director nominees were elected with votes for ranging from 153,419,673 (Thomas B. Leonardi) to 169,179,519 (David S. Williams).
- · Ratification of independent auditor (PricewaterhouseCoopers likely) passed with 176,385,126 votes for and 13,020,934 against.
- · Non-binding vote to approve executive compensation passed with 157,619,183 votes for (92.7% of votes cast excluding broker non-votes) and 11,431,214 against.
- · The climate-related pricing shareholder proposal received only 24,894,789 votes for (14.8% of votes cast excluding broker non-votes), indicating strong opposition.
- · The independent board chairman proposal received 36,359,133 votes for (21.5% of votes cast excluding broker non-votes), also soundly defeated.
- · Broker non-votes totaled 19,515,425 on all director elections and most proposals except the auditor ratification (which had 0 broker non-votes).
22-05-2026
Colony Bankcorp Inc. held its Annual Meeting on May 21, 2026, with 76.22% of outstanding shares represented. Shareholders elected eight directors, approved the advisory say-on-pay resolution, and ratified Mauldin & Jenkins as the independent auditor for 2026. All proposals passed with strong support, though the say-on-pay resolution received 350,535 votes against and 240,647 abstentions, indicating some shareholder dissent on executive compensation.
- · Proposal 1: All eight director nominees were elected with votes for ranging from 13,313,557 (Meagan M. Mowry) to 13,883,640 (Paul Joiner, III).
- · Proposal 2 (Say-on-Pay): 13,368,357 votes for, 350,535 against, 240,647 abstentions, and 2,179,441 broker non-votes.
- · Proposal 3 (Auditor Ratification): 15,991,044 votes for, 143,300 against, 4,636 abstentions, and no broker non-votes.
- · Broker non-votes were 2,179,441 for all director elections and the say-on-pay proposal, but zero for the auditor ratification.
22-05-2026
At its May 20, 2026 Annual Meeting, Babcock & Wilcox Enterprises (BWSN) stockholders approved an amendment to the 2021 Long-Term Incentive Plan, doubling authorized shares for awards from 5,250,000 to 10,250,000. However, a proposal to declassify the Board and move to annual director elections failed to achieve the required 80% supermajority vote (85.7M for vs. 0.4M against, with 16.3M broker non-votes), and a related proposal to reduce the supermajority voting threshold also failed. Directors Alan B. Howe and Rebecca L. Stahl were elected as Class II directors for three-year terms expiring at the 2029 annual meeting.
- · Proposal 1 (Board declassification) received 85,687,295 votes For, 410,247 Against, 736,626 Abstain, and 16,273,304 Broker Non-Votes — below the required 80% of all outstanding shares.
- · Proposal 4 (removal of 80% supermajority amendment provision) received 84,984,584 votes For, 1,052,507 Against, 797,077 Abstain, and 16,273,304 Broker Non-Votes — also failed.
- · Proposal 5 (ratification of BDO USA as auditor) passed overwhelmingly: 102,233,839 For, 63,515 Against, 810,118 Abstain.
- · Proposal 6 (non-binding advisory vote on executive compensation) passed: 77,165,838 For, 8,632,853 Against, 1,053,477 Abstain, 16,273,304 Broker Non-Votes.
- · Proposal 7 (Plan Amendment approval) passed: 75,348,044 For, 9,838,530 Against, 1,647,594 Abstain, 16,273,304 Broker Non-Votes.
- · Director Alan B. Howe received 71,226,304 votes For and 15,607,864 Withheld; Rebecca L. Stahl received 66,181,498 For and 20,652,670 Withheld (both with 16,273,304 Broker Non-Votes).
22-05-2026
Ranpak Holdings Corp. held its annual meeting on May 21, 2026, where all four proposals were approved by stockholders. Directors Victoria L. Dolan, Michael S. Gliedman, and Alicia Tranen were elected with significant support, though Dolan received the most withheld votes (7,976,471). The ratification of KPMG as auditor was overwhelmingly approved with 75.6M votes in favor. The advisory vote on executive compensation passed with 67.4M in favor, and the issuance of shares to Walmart upon warrant exercise was also approved.
- · All four proposals passed with strong majority support.
- · Victoria L. Dolan received the highest number of withheld votes among directors (7,976,471).
- · Ratification of KPMG as auditor had the highest total votes in favor (75,560,873).
- · Broker non-votes totaled 9,160,832 for director election, advisory compensation, and warrant issuance.
22-05-2026
Innovative Industrial Properties Inc. entered into a $20 million ATM Advance Agreement with A.G.P./Alliance Global Partners LLC on May 22, 2026, secured by proceeds from its at-the-market equity offering program. The loan matures on October 9, 2026, and requires a $1 million capital markets fee within one year. The agreement includes standard representations, covenants, and events of default.
- · The ATM Advance Agreement is secured by all rights under the ATM Sales Agreement and proceeds from the ATM program.
- · Borrower must deposit all sales proceeds into a segregated account subject to an Account Control Agreement with East West Bank.
- · The Maturity Date is October 9, 2026, unless earlier due to an event of default.
- · Borrower must pay Lender at least $1,000,000 in capital markets fees within one year of closing.
- · The agreement includes a Blackout Period provision that may restrict sales during earnings periods.
22-05-2026
Converium Capital Inc. filed its 13F-HR for the period ending December 31, 2025, reporting 33 holdings with a total market value of approximately $127.1 million. The portfolio is concentrated in convertible notes (e.g., Kosmos Energy, PG&E Corp, ON Semiconductor) and options strategies, with top equity positions in American Axle & Manufacturing Holdings, Franklin Street Properties, and Sinclair Inc. The filing reflects a mix of long equity, call options, and put options, indicating an active hedging and income-generation approach.
- · The portfolio includes 6 convertible note positions with a combined value of approximately $74.0 million, representing about 58% of total holdings.
- · Call options are held on 16 different securities, while put options are held on 6 securities, indicating a net bullish bias with hedging.
- · Top equity holdings by value: American Axle common ($16.3M), Sinclair Inc ($14.0M), Franklin Street Properties ($6.3M), Six Flags ($1.6M), and Tronox ($0.6M).
- · No period-over-period comparisons are available as this is a single-period filing.
22-05-2026
Morningstar, Inc. filed an 8-K on May 22, 2026, furnishing an Investor Q&A covering questions received through May 5, 2026. The filing includes forward-looking statements and risk factors but does not disclose specific financial results or material events.
- · The Investor Q&A covers questions received through May 5, 2026.
- · The filing includes cautionary language about forward-looking statements and lists numerous risk factors, including the CRSP acquisition, cybersecurity, AI technologies, and regulatory changes.
22-05-2026
Wingstop Inc. filed a Certificate of Amendment to its Restated Certificate of Incorporation on May 19, 2026, adding a new Article XIII that expressly authorizes the Board of Directors to adopt, amend, alter, change, or repeal the company's bylaws. The amendment was adopted in accordance with Delaware law and was signed by President and CEO Michael J. Skipworth. No financial figures or period-over-period comparisons are included in this filing.
- · The amendment adds Article XIII to the Restated Certificate of Incorporation, explicitly granting the Board authority over bylaw amendments.
- · The amendment was adopted under Section 242 of the Delaware General Corporation Law.
- · All other provisions of the Certificate of Incorporation remain unchanged.
22-05-2026
Hope Bancorp held its 2026 annual meeting on May 21, 2026, with 88.53% of outstanding shares represented. All nine director nominees were elected, and stockholders approved the ratification of Crowe LLP as auditor (97% for) and the advisory vote on 2025 executive compensation (90% for). However, several directors received notable against votes, with Dale S. Zuehls receiving 16.9 million against votes (the highest), and the say-on-pay proposal had 10.8 million against votes, indicating some shareholder dissent.
- · All nine director nominees were elected, but Dale S. Zuehls received the most against votes at 16,922,313 (16.9 million), followed by Jinho Doo with 16,665,504 against.
- · Kevin S. Kim received 96,785,654 for and 9,944,582 against; Daisy Y. Ha received 97,000,135 for and 9,688,578 against.
- · The auditor ratification proposal had 3,522,166 against votes, while the say-on-pay proposal had 10,788,481 against votes.
- · Broker non-votes totaled 6,496,057 for each director election and the say-on-pay proposal, but zero for the auditor ratification (which is a routine matter).
22-05-2026
Vornado Realty Trust held its 2026 Annual Meeting on May 21, 2026, with approximately 95% of shares represented. All 10 board nominees were elected, and shareholders ratified Deloitte & Touche as auditor for fiscal 2026. However, the non-binding advisory vote on executive compensation received 5.8 million against votes (3.4% of votes cast), and Proposal 4 (2026 Omnibus Share Plan) passed with only 77. skip of votes cast, with 37.6 million against (22.3% of votes cast), indicating notable shareholder dissent on compensation and equity plan matters.
- · Record date for voting was March 23, 2026.
- · Broker non-votes totaled 8,915,761 on all proposals except Proposal 2 (ratification of auditor), which had no broker non-votes.
- · Proposal 2 (auditor ratification) passed with 171,255,731 for, 6,538,657 against, and 643,551 abstentions.
- · Proposal 3 (say-on-pay) had 162,217,503 for, 5,799,240 against, and 1,505,435 abstentions.
- · Proposal 4 (Omnibus Share Plan) had 131,158,558 for, 37,591,996 against, and 771,624 abstentions.
- · The highest withheld vote among nominees was Candace K. Beinecke with 19,554,127 withheld (11.5% of votes cast).
22-05-2026
BKV Corporation entered into a Sixth Amendment to its Credit Agreement on May 20, 2026, with BKV Upstream Midstream, LLC as borrower, Citibank as administrative agent, and other lenders. The amendment modifies the terms of the existing credit facility, though specific financial details were not disclosed in the filing. No quantitative data on changes in borrowing capacity, interest rates, or financial covenants was provided.
- · The Sixth Amendment was entered into on May 20, 2026.
- · BKV Corporation acts as guarantor, while BKV Upstream Midstream, LLC is the borrower.
- · Certain subsidiaries of BKV Upstream Midstream, LLC also serve as guarantors.
- · The filing does not disclose the specific terms or financial impact of the amendment.
22-05-2026
Converium Capital Inc. filed its 13F-HR for the quarter ended March 31, 2026, reporting 36 holdings with a total market value of approximately $174.8 million. The portfolio includes common stocks, call/put options, and convertible notes, with top holdings in Dauch Corp (common and call options), Kosmos Energy notes, and PG&E Corp notes. The filing shows a mix of equity and debt securities, with significant positions in energy, materials, and financial sectors.
- · The filing includes 16 call options, 4 put options, and 6 convertible note positions.
- · Largest single position by value is Dauch Corp common stock at $21.1M (3,565,044 shares).
- · Kosmos Energy Ltd notes ($22.3M) and PG&E Corp notes ($25.9M) are the largest debt holdings.
- · Put options include iShares Russell 2000 ETF (240,000 shares), Moody's Corp (20,000 shares), Rocket Lab Corp (60,000 shares), State Street SPDR S&P 500 ETF (250,000 shares), and YPF ADR (190,000 shares).
- · Call options include American Airlines (380,000 shares), Barrick Gold (195,000 shares), CAE Inc (350,000 shares), Dauch Corp (3,450,000 shares), Fluor Corp (150,000 shares), Freeport-McMoRan (150,000 shares), Intel (140,000 shares), iShares US Home Construction ETF (100,000 shares), Kimberly-Clark (120,000 shares), LKQ Corp (200,000 shares), Newmont (100,000 shares), Shift4 Payments (125,000 shares), Sibanye Stillwater (400,000 shares), SPDR Gold Trust (75,000 shares), Vale (1,200,000 shares), VanEck Gold Miners ETF (142,500 shares), and Viatris (330,000 shares).
22-05-2026
RCI Hospitality Holdings, Inc. received a Nasdaq notice on May 20, 2026, for non-compliance with Listing Rule 5250(c)(1) due to the delayed filing of its Form 10-Q for the quarter ended March 31, 2026. The company has until July 20, 2026, to submit a compliance plan, and if accepted, Nasdaq may grant an exception until November 16, 2026, to regain compliance. The notice has no immediate effect on the listing of RICK common stock on the Nasdaq Global Market.
- · The company must submit a compliance plan by July 20, 2026, or face potential delisting.
- · If Nasdaq accepts the plan, an exception of up to 180 calendar days (until November 16, 2026) may be granted.
- · The delayed filing is the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
22-05-2026
Plains GP Holdings L.P. (PAGP) held its 2026 annual meeting on May 20, 2026, with approximately 83.5% of shares represented. Shareholders elected all four Class I director nominees with strong support (97.8%–98.4%), ratified PricewaterhouseCoopers LLP as auditor (98.7% for), and approved, on a non-binding advisory basis, 2025 named executive officer compensation at a notably lower 64.4% support. While the director elections and auditor ratification received overwhelming approval, the say-on-pay vote indicated significant dissent with 35.6% of votes cast against or abstaining.
- · Broker non-votes totaled 167,381,431 shares on director elections and the say-on-pay proposal, but 0- on auditor ratification.
- · Detailed vote counts: Say-on-pay — 302,893,968 For, 165,486,984 Against, 2,255,563 Abstained.
- · The meeting was held on May 20, 2026, and the report was filed on May 22, 2026.
22-05-2026
Merck & Co., Inc. closed an underwritten public offering of $6.0 billion aggregate principal amount of notes across seven tranches on May 22, 2026. The offering includes Floating Rate Notes due 2028, 4.300% Notes due 2028, 4.650% Notes due 2031, 4.950% Notes due 2033, 5.200% Notes due 2036, 5.750% Notes due 2046, and 5.850% Notes due 2056. The proceeds will be used for general corporate purposes.
- · The offering was made under the Company's Registration Statement on Form S-3ASR (Registration No. 333-278066), originally filed on March 19, 2024.
- · The notes are issued under an indenture dated January 6, 2010, with U.S. Bank Trust National Association as trustee.
- · Legal opinion provided by Jennifer Zachary, Esq., Executive Vice President and General Counsel.
22-05-2026
United Airlines Holdings, Inc. held its Annual Meeting on May 19, 2026. All 11 director nominees elected by common stockholders, with Edward M. Philip receiving the lowest support (225.3M For, 18.8M Against). Shareholders ratified Ernst & Young as independent auditor, and approved the advisory 'Say-on-Pay' resolution. However, a stockholder proposal regarding shareholder right to act by written consent was soundly defeated (94.1M For vs. 154.8M Against/Abstain).
- · Edward M. Philip received the lowest 'For' votes (225,329,969) and the highest 'Against' votes (18,759,897) among the 11 common-stock elected directors.
- · Walter Isaacson received 6,420,147 Against votes — the second-highest opposition.
- · The advisory Say-on-Pay resolution passed with ~230M For vs 14M Against, representing approximately 94% of votes cast (excluding broker non-votes).
- · The written consent proposal failed with 94.1M For (37.8% of votes cast) vs 154.8M Against/Abstain (62.2%).
- · Two directors were elected separately by union preferred stockholders: Captain Brian Noyes (ALPA) and Richard Johnsen (IAM).
- · Broker non-votes totaled 34,789,391 on all director elections and the Say-on-Pay and written consent items.
- · Auditor ratification (Ernst & Young) passed with 274,851,843 For votes, representing ~98.4% of votes cast.
22-05-2026
Navitas Semiconductor Corporation issued 3,277,438 shares of Class A common stock on May 22, 2026, to satisfy obligations under Triggering Event I of its 2021 Business Combination Agreement. The issuance is part of a contingent earn-out arrangement where former Legacy Navitas stockholders may receive up to 10,000,000 additional shares if stock price targets are met before October 19, 2026.
- · The earn-out arrangement stems from the Business Combination Agreement dated May 6, 2021.
- · The contingent right to receive up to 10,000,000 shares is held by former stockholders of Legacy Navitas and certain other persons.
- · The stock price targets must be achieved before October 19, 2026, for additional shares to be earned.
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