US Executive Compensation Proxy SEC Filings — May 22, 2026

22-05-2026

Athena Technology Acquisition Corp. II (ATEK) filed a definitive proxy statement (DEF 14A) for a special meeting on June 11, 2026, seeking stockholder approval to extend the deadline to complete a business combination from June 14, 2026 to March 14, 2027 (the Fifth Extension). The company has a pending business combination with Ace Green Recycling Inc., but the SEC review process for the S-4 registration statement is not yet complete. The Sponsor, holding approximately 99.7% of outstanding common stock, plans to vote all shares in favor, virtually ensuring approval; however, public stockholders may redeem shares at an estimated $12.21 per share, which is $2.71 above the current market price of $9.50, indicating potential cash outflow from the trust account.

• · The special meeting will be held virtually at www.virtualshareholdermeeting.com/ATEK2026SM on June 11, 2026 at 9:00 a.m. Eastern Time.
• · The record date for voting is May 7, 2026.
• · The S-4 registration statement (No. 333-286836) was initially filed on April 30, 2025 and is not yet effective.
• · If the Fifth Extension is not approved and no business combination occurs by June 14, 2026, the company will redeem 100% of public shares and dissolve, setting aside up to $100,000 for dissolution expenses.
• · The Sponsor converted all 8,881,250 shares of Class B common stock into Class A common stock on a one-for-one basis on June 21, 2023.

22-05-2026

Aware, Inc. is holding its 2026 Annual Meeting of Stockholders on July 15, 2026, with proposals to re-elect Class III directors Ajay K. Amlani and Peter R. Faubert, conduct an advisory vote on executive compensation, ratify RSM US LLP as auditor for 2026, and approve an amendment to the 2023 Equity and Incentive Plan to increase authorized shares by 1,000,000. The board unanimously recommends 'FOR' votes on all proposals.

• · Annual meeting to be held at Aware’s corporate office, 76 Blanchard Road, Burlington, MA 01803 on Wednesday, July 15, 2026, at 10:00 a.m. local time.
• · Record date for voting is May 19, 2026; 21,646,077 shares outstanding and entitled to vote.
• · Proxy materials first made available to stockholders on May 21, 2026; Notice of Internet Availability mailed May 25, 2026.
• · Proposal Four seeks to increase shares under the 2023 Equity and Incentive Plan by 1,000,000 shares.
• · Broker non-votes are expected on Proposals 1 (re-election of directors), 2 (advisory executive compensation), and 4 (equity plan amendment) because they are non-routine; Proposal 3 (ratification of auditor) is routine.
• · The board is not aware of any other business to be presented; discretionary authority is sought for any other matters.

22-05-2026

Laird Superfood, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held on June 26, 2026. The filing highlights fiscal year 2025 net sales growth of 15% to $49.9 million and an improvement in Adjusted EBITDA to $0.3 million from a loss of $0.7 million in the prior year. However, net loss widened to $3.3 million from $1.8 million, gross margin contracted to 37.9% from 40.9%, and e-commerce sales declined 3% year over year. Recent strategic acquisitions of Navitas LLC ($38.5 million cash) and Terrasoul Superfoods ($48.0 million cash plus up to $5.0 million contingent consideration) were funded by a $50.0 million Series A Preferred Stock investment from Nexus Capital Management LP.

• · The Annual Meeting will be held virtually on June 26, 2026 at 10:00 a.m. Mountain Time.
• · Record date for voting is May 18, 2026.
• · The Board recommends election of eight director nominees (Proposal 1).
• · Proposals include ratification of independent auditor, advisory say-on-pay, frequency of say-on-pay votes, and approval of Second Amendment to the Restated 2020 Omnibus Incentive Plan.
• · Net loss per diluted share was $0.31 in FY 2025 versus $0.18 in FY 2024.
• · Gross margin contraction was driven by settlement recoveries in FY 2024 that did not repeat and increased procurement costs from commodity inflation and tariffs.
• · Adjusted EBITDA improvement was driven by net sales growth and decreased general and administrative costs, partially offset by gross margin contraction.
• · The Navitas Acquisition closed on March 12, 2026; the Terrasoul Acquisition closed on April 21, 2026.
• · The Nexus Investment provided $50.0 million in gross proceeds from Series A Preferred Stock at $1,000 per share.
• · E-commerce sales declined 3% year over year, with softness on the DTC platform partially offset by growth on Amazon.com.
• · Wholesale sales increased 41% year over year, driven by distribution expansion and velocity improvement in grocery and club outlets.

22-05-2026

GameStop Corp. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held on July 7, 2026. The agenda includes five proposals: election of five director nominees, an advisory vote on executive compensation, ratification of KPMG LLP as independent auditor, approval of a CEO Performance Award for Ryan Cohen tied to market capitalization and cumulative EBITDA hurdles, and an amendment to increase authorized common shares. The filing highlights the company's transformation under Cohen's leadership but also notes the need for stockholder approval of the performance award and the potential dilution from increased authorized shares.

• · The annual meeting is scheduled for July 7, 2026, at 10:00 a.m. Central Daylight Time, with a record date of May 20, 2026.
• · The Board recommends a FOR vote on all five proposals.
• · The CEO Performance Award includes market capitalization hurdles and cumulative Performance EBITDA hurdles as vesting conditions.
• · The proposed amendment to the Certificate of Incorporation would increase authorized shares of common stock, with potential anti-takeover considerations noted.
• · The proxy statement includes a clawback policy, equity ownership policy, and anti-hedging policy.
• · The filing references fiscal years 2022, 2023, 2024, and 2025, with fiscal 2025 ending January 31, 2026.
• · No specific financial performance metrics (revenue, profit, etc.) are disclosed in the provided excerpt.

22-05-2026

Chewy, Inc. filed a definitive proxy statement (DEF 14A) on May 22, 2026, for its 2026 Annual Meeting of Stockholders to be held virtually on July 9, 2026. The meeting will include the election of five director nominees for three-year terms, ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending January 31, 2027, and advisory votes on executive compensation and the frequency of such votes. As of the record date (May 13, 2026), the company had 232,505,429 Class A shares and 176,478,229 Class B shares outstanding, with BC Partners holding a majority of voting power, which may influence all proposals.

• · Annual Meeting will be held virtually on July 9, 2026 at 10:00 a.m. ET, with online check-in starting at 9:45 a.m. ET.
• · Stockholders of record as of May 13, 2026 are entitled to vote.
• · Class A shares have one vote per share; Class B shares have ten votes per share; they vote together as a single class on all matters.
• · Board recommends voting FOR all four proposals: election of directors, ratification of Deloitte, advisory approval of executive compensation, and an annual (1-year) frequency for future advisory votes.
• · BC Partners beneficially owns common stock with a majority of the voting power, making Chewy a controlled company.

22-05-2026

Kairos Pharma, LTD. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held virtually on June 29, 2026. The Board recommends voting FOR all five proposals: election of directors, ratification of Weinberg & Company as auditor, a reverse stock split amendment, advisory approval of executive compensation, and an amendment to the 2023 Equity Incentive Plan. As of the May 15, 2026 record date, there were 21,411,198 shares of common stock outstanding.

• · The annual meeting will be held virtually at www.virutalshareholdermeeting.com/KAPA2026.
• · Stockholders of record as of May 15, 2026 are entitled to vote; each share gets one vote.
• · Proposal 2 (ratification of auditor) is considered routine under NYSE American rules, allowing broker discretionary voting.
• · Proposals 1, 3, 4, and 5 are non-routine; broker non-votes will not be counted on those proposals.
• · The deadline for internet voting is 11:59 p.m. ET on June 28, 2026.
• · A quorum requires a majority of the voting power of outstanding shares.
• · The proxy statement and annual report are accessible at www.proxyvote.com and kairospharma.com.

22-05-2026

Green Brick Partners filed its 2026 proxy statement (DEF 14A) on May 22, 2026, for the annual meeting scheduled on July 1, 2026. The filing highlights a 272.9% total shareholder return over five years (15.6% CAGR), significantly exceeding benchmark indices. However, the filing does not disclose any negative or declining financial metrics, presenting an overall positive outlook on governance and compensation.

• · The annual meeting will be held virtually on July 1, 2026 at 10:00 a.m. Central Time.
• · Record date for voting is May 11, 2026.
• · Five of seven board nominees are independent.
• · Board committees: Audit (Elizabeth K. Blake, Chair), Compensation & Governance (Kathleen Olsen, Chair).
• · Proposals include election of directors (FOR), advisory vote on executive compensation (FOR), and ratification of RSM US LLP as auditor (FOR).
• · The company reports a pay-for-performance alignment and robust stock ownership guidelines for directors and executives.
• · Audit Committee oversees cybersecurity and information systems risk.
• · Policies prohibit hedging and pledging of shares by executive officers and directors.
• · Stockholders have proxy access to nominate directors.
• · The filing does not include specific current-period revenue, net income, or cash flow figures – only the multi-year TSR metric.

22-05-2026

Voya Infrastructure, Industrials & Materials Fund (IDE) filed a definitive proxy statement (DEF 14A) on May 22, 2026, for its annual meeting of shareholders scheduled for August 4, 2026. The sole proposal is the election of three nominees to the Board of Trustees. The Board recommends a vote 'FOR' the proposal. No financial results or performance data are disclosed in this filing.

• · Record date for voting is May 8, 2026.
• · Proxy materials first sent to shareholders on or about June 5, 2026.
• · Deadline for proxy submission is 5:00 p.m. MST on August 3, 2026.
• · Annual meeting will be held virtually only at http://www.meetnow.global/MF69NNF.
• · Shareholders holding through intermediaries must register in advance by submitting proof of proxy power to shareholdermeetings@computershare.com.

22-05-2026

Cambium Networks Corporation filed a definitive proxy statement (DEF 14A) for its 2026 annual general meeting to be held virtually on June 25, 2026. The meeting will address seven proposals including the election of directors, ratification of BDO USA as auditor, advisory votes on executive compensation (say-on-pay and say-on-frequency), approval of a reverse share split, and related amendments to the company's governing documents. The filing provides detailed executive compensation disclosures for fiscal year 2025, including summary compensation tables and outstanding equity awards.

• · The annual meeting will be held virtually on June 25, 2026 at 10:00 a.m. Pacific Time.
• · Shareholders of record as of May 15, 2026 are entitled to vote.
• · The proxy statement was filed on May 22, 2026.
• · Proposals include: election of Class III and Class I directors, ratification of BDO USA as auditor, say-on-pay vote, say-on-frequency vote, reverse share split approval, and two amendments to the Memorandum and Articles of Association.
• · The company is a controlled company and uses certain exemptions from corporate governance requirements.
• · Executive compensation details for fiscal year 2025 are disclosed, including summary compensation table and outstanding equity awards.