US Executive Compensation Proxy SEC Filings — May 27, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

12 high priority 12 total filings analysed

Executive Summary

This batch of 12 proxy filings reveals a landscape dominated by corporate actions that carry significant shareholder implications, ranging from redomiciliation and dilutive capital raises to SPAC business combinations and governance shifts.

A key theme is the prevalence of 'mixed' sentiment filings (Gates Industrial, Nukkleus, Translational Development), where management proposes actions that offer strategic benefits but simultaneously introduce risks like dilution or reduced shareholder protections. Period-over-period comparisons are largely absent from the provided enriched data, limiting trend analysis, but forward-looking statements and transaction details are rich with actionable intelligence. The most critical developments are the high-risk SPAC deal for Live Oak Acquisition Corp. V (no fairness opinion, no redemption threshold) and the dilutive capital raises at Nukkleus and Caring Brands, which demand immediate investor attention. Insider trading activity is not explicitly detailed in the enriched data, but management conviction can be inferred from board recommendations and the structure of proposed transactions. The portfolio-level pattern is one of capital-seeking entities (SPACs, small-cap biotechs) using shareholder votes to secure survival or growth, while more established firms (Gates Industrial, Capital Southwest) focus on governance optimization and routine matters.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: DEF 14A · DEFM14A

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from May 26, 2026.

Investment Signals (10)

  • Redomiciliation to Bermuda offers $4M annual cash savings and streamlined buybacks, but eliminates supermajority vote requirements and pre-emption rights; management cites strategic flexibility but governance protections are reduced

  • Seeking approval for up to 14M shares upon warrant exercise and 9.4M shares upon Series B conversion, representing massive potential dilution (current shares ~13.8M); stock is below $1.00 and received Nasdaq non-compliance notice on May 5, 2026

  • Board proposes increasing authorized common stock from 100M to 500M shares (400% increase) with no immediate plans beyond a Securities Purchase Agreement; potential for extreme dilution of existing holders

  • Business combination with Teamshares lacks a fairness opinion, and there is no maximum redemption threshold, allowing the deal to proceed even if a majority of public shareholders redeem; sponsor and affiliates may purchase shares to influence the vote

  • Seeking extension to June 24, 2027 with sponsor deposits up to $200K/month; failure to complete a business combination results in liquidation with warrants expiring worthless

  • 'Say on Pay' vote and charter amendment to increase authorized shares are standard governance items; no standout compensation figures or performance metrics provided, suggesting a routine year

  • Annual meeting on July 9, 2026 includes advisory vote on executive compensation; with 332.9M Class A and 23.5M Class B shares outstanding, the dual-class structure concentrates voting power

  • Class B shares carry 20 votes each vs. 1 vote for Class A, giving insiders outsized control; annual meeting on July 7, 2026 to elect two Class I directors

  • Appointment of Patrick Gelsinger as Executive Chair in March 2025 signals a technology-focused leadership shift; staggered board with three classes limits shareholder influence

  • Sole proposal is to ratify auditors; no director elections or compensation votes, indicating a low-activity year for this pre-commercial biotech

Risk Flags (8)

  • Stock trading below $1.00, received non-compliance notice on May 5, 2026; reverse stock split proposal is a high-risk attempt to regain compliance, and failure could lead to delisting

  • Authorized share increase from 100M to 500M (400%) without specific issuance plans; if fully utilized, existing shareholders face severe dilution, and the filing explicitly warns of potential impact

  • Board did not obtain a fairness opinion for the Teamshares deal, introducing significant valuation risk; public shareholders have no independent assessment of the deal's fairness

  • No maximum redemption threshold means the deal can close even if a substantial majority of public shareholders redeem, potentially leaving a shell with minimal public float

  • If extension is not approved or no business combination is completed, the company will liquidate and warrants will expire worthless; shareholders face total loss of warrant value

  • Redomiciliation eliminates supermajority vote requirements and pre-emption rights, reducing shareholder protections; while management claims benefits, the shift to Bermuda may be viewed negatively by governance-focused investors

  • Merger of First Foundation Inc. into FirstSun Capital Bancorp triggered automatic termination of sub-advisory agreement; while terms are unchanged, the forced vote introduces uncertainty for fund shareholders

  • Annual meeting is listed as July 14, 2025, but filing is dated 2026; this discrepancy could indicate a clerical error or potential governance issue that warrants clarification

Opportunities (8)

  • Redomiciliation expected to generate $4M in annual cash savings; if approved, these savings could flow to the bottom line or be used for buybacks, potentially boosting EPS

  • Commitment that any future shareholder rights plan adopted without shareholder approval will automatically terminate after one year; this is a shareholder-friendly governance feature that could attract activist investors

  • If the stock price recovers above warrant exercise prices, the $20M private placement from February 2026 could provide capital for growth; the defense sector focus (T3 Defense) may attract strategic interest

  • With no redemption threshold, public shareholders can redeem shares at trust value (~$10) if they disagree with the Teamshares deal; this creates a near-risk-free arbitrage opportunity for those who bought below trust value

  • If extension is approved, the sponsor's $200K/month deposits provide additional time to find a target; for risk-tolerant investors, the potential for a successful business combination could yield significant returns

  • As a business development company (BDC), Capital Southwest typically pays regular dividends; the charter amendment to increase authorized shares could support future capital raises for investment, potentially growing the dividend base

  • While concentrating control, the dual-class structure allows management to focus on long-term strategy; if the company executes well on its Earth observation business, the stock could re-rate

  • Patrick Gelsinger, former Intel CEO, joining as Executive Chair in March 2025 brings deep technology expertise; his oversight of Gloo AI and other platforms could drive innovation and value creation

Sector Themes (5)

  • SPACs in Survival Mode

    Two SPAC filings (Live Oak Acquisition Corp. V, Translational Development Acquisition Corp.) highlight the ongoing struggle for blank-check companies to complete de-SPAC transactions. Live Oak's lack of a fairness opinion and no redemption threshold is particularly aggressive, while Translational Development seeks a 12-month extension. This suggests a bifurcated SPAC market where only the strongest deals (or those with favorable terms for sponsors) will close.

  • Small-Cap Dilution Wave

    Nukkleus and Caring Brands both seek massive increases in authorized shares (Nukkleus via warrant/conversion, Caring Brands via charter amendment), indicating a trend among cash-strapped small caps to use equity as currency. This dilutes existing holders and signals financial distress, as these companies likely cannot access debt markets.

  • Governance Arbitrage in Redomiciliation

    Gates Industrial's move to Bermuda is a classic example of jurisdiction shopping for governance flexibility. While management cites cost savings and strategic benefits, the elimination of supermajority requirements and pre-emption rights is a net negative for shareholder rights. This could become a trend if other UK-incorporated US-listed companies follow suit.

  • Dual-Class Structure Persistence

    Both Planet Labs and Netskope maintain dual-class share structures with outsized voting rights for insiders (Netskope's Class B has 20 votes per share). This theme persists across growth companies, allowing founders and early investors to maintain control even as public shareholders provide capital. Investors should demand a premium for such governance risk.

  • Routine vs. Transformational Meetings

    The filings are split between routine annual meetings (Capital Southwest, Planet Labs, Netskope, Estrella Immunopharma) and transformational special meetings (Gates Industrial, Nukkleus, Caring Brands, Live Oak, Translational Development). This dichotomy highlights the importance of distinguishing between 'maintenance' proxies and those with material corporate actions.

Watch List (8)

Filing Analyses (12)
Gates Industrial Corp plc DEF 14A mixed materiality 8/10

27-05-2026

Gates Industrial Corp plc is proposing a redomiciliation from England and Wales to Bermuda via a scheme of arrangement, which will be voted on by shareholders. The Board cites increased strategic flexibility, streamlined share buybacks, enhanced dividend capacity, elimination of duplicative regulation, and estimated annual cash savings of approximately $4 million as key benefits. However, the redomiciliation introduces governance changes such as eliminating supermajority vote requirements and pre-emption rights, which may reduce certain shareholder protections.

  • · The redomiciliation is not tax-driven; operating subsidiaries' tax residence will not change.
  • · Redomiciliation is expected to be tax-free to U.S. Holders.
  • · New Gates will not have a shareholder rights plan (poison pill) in place upon redomiciliation and commits that any future plan adopted without shareholder approval will automatically terminate after one year unless approved.
  • · Enhanced governance protections for certain related party transactions: an Independent Committee must evaluate and negotiate Covered Transactions proposed by a Controlled Acquiror, and shares held by the Controlled Acquiror are excluded from quorum and voting.
  • · The Board considered redomiciling to the United States (including Delaware) but chose Bermuda due to lower cost, greater certainty, and more favorable tax regime.
  • · Under English law, share buyback approvals must be renewed every five years or more frequently; Bermuda offers greater flexibility.
  • · U.K. stamp duty of 0.5% on buybacks would be eliminated after redomiciliation.
  • · Dividend payments under English law require sufficient distributable reserves; Bermuda only requires a solvency test.
  • · The Company will report solely under U.S. GAAP after redomiciliation, eliminating duplicative IFRS reporting.
Nukkleus Inc. DEF 14A mixed materiality 8/10

27-05-2026

Nukkleus Inc. (now T3 Defense Inc.) filed a definitive proxy statement (DEF 14A) for a special meeting on June 18, 2026, seeking stockholder approval for four proposals: (1) issuance of up to 14,084,506 shares upon exercise of warrants, (2) issuance of shares upon conversion of Series B Preferred Stock (up to 9,389,600 shares at $2.13 per share) above the 20% exchange cap, (3) a reverse stock split to regain compliance with Nasdaq's $1.00 minimum bid price requirement (the stock was trading below $1.00 and received a non-compliance notice on May 5, 2026), and (4) adjournment if needed to solicit additional votes. The company raised $20 million via a February 24, 2026 private placement of 400 units of Series B Preferred Stock and warrants. The board recommends voting 'FOR' all proposals.

  • · The company received a Nasdaq non-compliance notice on May 5, 2026 for failing to maintain the $1.00 minimum bid price.
  • · The February 2026 private placement involved 400 units at $50,000 each, totaling $20 million.
  • · Each unit consisted of one restricted share of Series B Preferred Stock and 1.5 restricted warrants to purchase up to 35,211 shares of Common Stock.
  • · The initial conversion price for Series B Preferred Stock is $2.13 per share, subject to adjustment upon stockholder approval and other events.
  • · As of the record date, there were 60,270,525 shares of Common Stock outstanding and 200 shares of Preferred Stock outstanding.
  • · The quorum requirement is 20,756,842 votes (one-third of total voting power).
  • · Proposals One, Two, and Four are non-routine; Proposal Three (reverse split) is routine and allows broker discretionary voting.
  • · The board recommends voting 'FOR' all four proposals.
CAPITAL SOUTHWEST CORP DEF 14A neutral materiality 4/10

27-05-2026

Capital Southwest Corporation filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Shareholders to be held virtually on July 22, 2026. Proposals include the election of six directors, an advisory vote on executive compensation ('Say on Pay'), approval of the frequency of advisory votes on executive compensation (recommended 'ONE YEAR'), approval of a charter amendment to increase authorized shares of common stock, and ratification of RSM US LLP as independent auditor for FY 2027. While the proxy provides standard governance updates, no specific financial performance metrics or standout compensation figures are mentioned in the filing content provided.

Gloo Holdings, Inc. DEF 14A neutral materiality 5/10

27-05-2026

Gloo Holdings, Inc. filed its DEF 14A proxy statement on May 27, 2026, for the 2026 annual meeting of stockholders. The board of directors consists of eight members, five of whom are independent, with three classes serving staggered three-year terms. The filing details the nominees for Class I directors (Bishop Claude Alexander Jr., John Furst, Derek Green) and provides biographical information for all directors, including the recent appointment of Patrick Gelsinger as Executive Chair and head of technology in March 2025.

  • · The board is divided into three classes with staggered three-year terms; Class I directors are up for election at the 2026 annual meeting.
  • · Patrick Gelsinger joined as Executive Chair and head of technology in March 2025, overseeing Gloo AI, Gloo Workspace, Gloo Media Network, and Gloo360.
  • · Robert Gruenewald joined the board in January 2025; Elizabeth Grennan joined in April 2025.
  • · The company uses 'householding' to deliver a single copy of proxy materials to stockholders sharing an address.
  • · Proxy materials are available at www.virtualshareholdermeeting.com/GLOO2026.
Caring Brands, Inc. DEF 14A neutral materiality 7/10

27-05-2026

Caring Brands, Inc. filed a DEF 14A proxy statement for a Special Meeting to vote on four proposals: (1) approval of an Additional Investment Right, (2) issuance of Series A Preferred shares, (3) amendment to increase authorized common stock from 100 million to 500 million shares, and (4) adjournment to solicit additional proxies. The Board unanimously recommends voting 'FOR' all proposals. As of the record date, 9,091,506 common shares were outstanding; the increase would authorize approximately 470 million additional shares for future capital raising, acquisitions, and compensation, potentially diluting existing stockholders.

  • · The Board unanimously recommends a vote 'FOR' all four proposals.
  • · No immediate arrangements for issuance of additional shares other than the Securities Purchase Agreement.
  • · The amendment is not intended as an anti-takeover measure.
  • · No broker non-votes are expected for any proposal.
  • · If quorum is not met, abstentions and broker non-votes count as 'AGAINST'.
Planet Labs PBC DEF 14A neutral materiality 5/10

27-05-2026

Planet Labs PBC filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders to be held virtually on July 9, 2026. The meeting will consider the re-election of three Class II directors (Vijaya Gadde, General John W. Raymond, and Scott Reese), ratification of KPMG LLP as independent auditor for fiscal year ending January 31, 2027, and a non-binding advisory vote on named executive officer compensation. As of the record date (May 15, 2026), the company had 332,899,400 shares of Class A common stock and 23,493,796 shares of Class B common stock outstanding.

  • · The annual meeting will be held virtually at www.virtualshareholdermeeting.com/PL2026.
  • · The record date for voting is May 15, 2026.
  • · The proxy materials are available at http://www.proxyvote.com and investors.planet.com.
  • · The board recommends voting FOR all three proposals.
Cocrystal Pharma, Inc. DEF 14A neutral materiality 3/10

27-05-2026

Cocrystal Pharma, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held virtually on July 14, 2025 (note: year appears inconsistent). The meeting will address the election of directors, ratification of independent auditors, and adjournment. As of the record date May 19, 2026, there were 13,787,453 shares of common stock outstanding and entitled to vote.

  • · Annual Meeting will be held virtually via audio conference call on July 14, 2025 (filed in 2026).
  • · Record date for voting is May 19, 2026.
  • · Proposals include election of directors, ratification of independent registered public accounting firm, and adjournment.
  • · No outstanding preferred stock as of record date.
  • · Proxy materials first mailed on or about May 29, 2026.
Netskope Inc DEF 14A neutral materiality 5/10

27-05-2026

Netskope Inc. filed a definitive proxy statement (DEF 14A) for its fiscal year 2026 annual meeting of stockholders, to be held virtually on July 7, 2026. The meeting will include the election of two Class I directors and the ratification of KPMG LLP as the independent auditor for fiscal year ending January 31, 2027. As of the record date of May 11, 2026, the company had 237,558,044 shares of Class A common stock and 166,109,471 shares of Class B common stock outstanding, with Class B shares carrying 20 votes per share versus one vote per Class A share.

  • · The annual meeting will be held virtually on July 7, 2026 at 11:00 a.m. Pacific Time via live audio webcast at www.virtualshareholdermeeting.com/NTSK2026.
  • · Stockholders of record as of May 11, 2026 are entitled to vote; each Class A share has one vote and each Class B share has 20 votes.
  • · Proposal 1: Election of two Class I directors to hold office until the 2029 annual meeting.
  • · Proposal 2: Ratification of KPMG LLP as independent auditor for fiscal year ending January 31, 2027.
  • · The Board recommends a vote 'FOR' both proposals.
  • · Quorum requires a majority of voting power of outstanding capital stock entitled to vote.
  • · Proxy materials first sent on or about May 27, 2026.
Advisors' Inner Circle Fund III DEF 14A neutral materiality 6/10

27-05-2026

A Joint Special Meeting of Shareholders of the First Foundation Fixed Income Fund and First Foundation Total Return Fund is scheduled for July 10, 2026, to vote on a new investment sub-advisory agreement with First Foundation Advisors. The meeting is required because the all-stock merger of First Foundation Inc. into FirstSun Capital Bancorp (closed April 1, 2026) triggered a change of control under the 1940 Act, automatically terminating the prior sub-advisory agreement. The Board unanimously recommends voting FOR the new agreement, which has the same sub-advisory fee and substantially identical terms as the prior agreement, and no changes to fund objectives, strategies, or portfolio managers are expected.

  • · Record date for voting is May 8, 2026.
  • · Meeting will be held at SEI Investments, One Freedom Valley Drive, Oaks, PA 19456 at 11:00 a.m. Eastern time.
  • · The all-stock merger was announced on October 27, 2025, and closed on April 1, 2026.
  • · The Interim Sub-Advisory Agreement became effective on the Closing Date (April 1, 2026) and lasts up to 150 days.
  • · If the New Sub-Advisory Agreement is not approved, the Board may resubmit it or consider other alternatives.
  • · Proxy solicitation costs of approximately $25,129 will be borne by First Foundation.
  • · Shareholders can vote by mail, Internet, telephone, or in person.
  • · Proxy solicitor EQ Fund Solutions can be reached at (800) 820-2416.
Translational Development Acquisition Corp. DEF 14A mixed materiality 8/10

27-05-2026

Translational Development Acquisition Corp. (TDACW) filed a DEF 14A proxy statement on May 27, 2026, seeking shareholder approval to extend the deadline to complete an initial business combination beyond the current Deadline Date, with potential extensions up to June 24, 2027, supported by sponsor deposits of up to $200,000 per month. The filing details redemption rights for public shareholders in connection with the extension, but warns that even if approved, there is no assurance a business combination will be consummated, and failure to do so would result in liquidation and warrants expiring worthless.

  • · The initial shareholders have waived their rights to participate in any liquidation distribution with respect to Founder Shares.
  • · If the Extension Amendment is not approved and no business combination is completed, the company will redeem Public Shares and dissolve/liquidate, with warrants expiring worthless.
  • · Shareholders are not being asked to vote on the Proposed Business Combination at this Extraordinary General Meeting; a separate vote will occur later.
  • · The Sponsor is not obligated to fund the Trust Account for extensions; if some affiliates decide to extend, they may deposit the entire required amount.
  • · U.S. federal income tax treatment of redemptions depends on whether the redemption qualifies as a sale under Section 302 of the Code or as a distribution under Section 301.
  • · The company may not be able to distribute Trust Account proceeds due to claims of creditors that may take priority over public shareholders.
Estrella Immunopharma, Inc. DEF 14A neutral materiality 3/10

27-05-2026

Estrella Immunopharma, Inc. filed a definitive proxy statement (DEF 14A) for its Combined 2025/2026 Annual Meeting of Stockholders to be held virtually on June 29, 2026. The sole proposal is to ratify the appointment of Macias Gini & O’Connell LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026. No directors are being elected as there are no Class I directors on the board.

  • · The annual meeting will be held virtually on June 29, 2026 at 10:00 a.m. Eastern Time.
  • · Record date for voting is May 20, 2026.
  • · Proxy materials are being distributed on or about May 27, 2026.
  • · Stockholders may vote by mail, Internet, telephone, or live during the virtual meeting.
  • · The meeting serves as the annual meeting for both fiscal year 2025 and fiscal year 2026.
  • · No Class I directors are on the board, so no director elections are scheduled.
Live Oak Acquisition Corp. V DEFM14A negative materiality 9/10

27-05-2026

Live Oak Acquisition Corp. V (LOKVU) is seeking shareholder approval for its business combination with Teamshares, a company that will become the combined entity's only significant asset. The Live Oak Board did not obtain a fairness opinion from an independent third party, relying instead on its own financial analyses and management's due diligence, which introduces significant valuation risk for public shareholders. There is no specified maximum redemption threshold, meaning Live Oak could complete the deal even if a substantial majority of public shareholders disagree and redeem their shares, potentially reducing the trust account and public float.

  • · The Live Oak Board did not obtain a fairness opinion or any similar report from an independent investment banking or accounting firm regarding the fairness of the Business Combination.
  • · Live Oak has no specified maximum redemption threshold, allowing the deal to proceed even if a substantial majority of public shareholders disagree and redeem their shares.
  • · The Sponsor, directors, executive officers, advisors, and their affiliates may purchase shares or warrants from public shareholders prior to the consummation of the Business Combination, potentially influencing the vote and reducing the public float.
  • · Any such purchases will be disclosed in a Form 8-K filing prior to the extraordinary general meeting, including the amount, price, purpose, impact on approval likelihood, identities of sellers, and number of redemption requests received.
  • · During the pendency of the Business Combination, both Live Oak and Teamshares are restricted from entering into other business combinations due to covenants in the Merger Agreement.

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