US Executive Compensation Proxy SEC Filings — June 02, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

14 high priority 14 total filings analysed

Executive Summary

The 14 DEF 14A filings reveal a concentrated period of annual meetings in mid-to-late July 2026, with several key governance and capital structure proposals. A notable theme is the prevalence of 'mixed' sentiment filings, indicating underlying financial stress or significant corporate actions at American Rebel Holdings, Borealis Foods, and Transcode Therapeutics.

Period-over-period data from American Rebel shows a concerning shift to settling executive bonuses with preferred stock rather than cash, while insider activity is limited across the set, with no significant open-market purchases or sales reported. Capital allocation trends are mixed, with VolitionRX proposing a significant share reduction (from 325M to 150M shares) and Cosmos Health seeking approval for a new equity incentive plan and Series B Preferred Stock. The most critical development is Transcode Therapeutics' high-risk profile, combining a complex acquisition, a going concern uncertainty, and potential Nasdaq delisting, creating a high-stakes binary event. Overall, the filings suggest a cautious governance environment with several micro-cap companies navigating liquidity and structural challenges.

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

Filing types in this digest: DEF 14A

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

Investment Signals (10)

  • Shifted to settling over $2.0M in executive bonuses and fees via Series D Convertible Preferred Stock, a bearish signal of cash conservation and potential dilution for existing shareholders

  • Proposing a significant reduction in authorized shares from 325M to 150M (a 53.8% decrease), a bullish signal for existing shareholders as it limits potential dilution and signals management confidence

  • Executive officers and directors beneficially own 80.4% of total voting power, with Gregory Rayzman holding 56.3%, creating a highly concentrated ownership structure that could lead to governance risks but also aligns management with shareholders [NEUTRAL/BULLISH]

  • Director and executive officer ownership is less than 1% of outstanding shares (94,234 shares out of 382M), a bearish signal of weak alignment between management and shareholders

  • The October 2025 Polynoma Transaction included a $25M investment from DEFJ ($20M cash + $5M promissory note) and up to $95M in contingent milestone payments, indicating potential for significant value creation if milestones are met, but also high execution risk

  • Seeking approval for a new 2026 equity incentive plan and designation of Series B Preferred Stock, which could be used for future acquisitions or financing, signaling potential growth initiatives but also dilution risk

  • Filed its FY2025 10-K after the prescribed deadline, a red flag for financial reporting and internal controls, and experienced a director resignation (Shiv Vikram Khemka) on May 11, 2026, replaced by two new directors under a credit agreement

  • Appointed Robert J. Lipstein to the board in May 2025 pursuant to a Cooperation Agreement, suggesting potential activist involvement or negotiated board changes, which could lead to strategic shifts

  • Proposing a new 2026 Equity Incentive Plan, which could be used to attract and retain talent, a neutral-to-bullish signal for long-term growth if structured properly

  • Holding a non-binding advisory vote on the frequency of future Say-on-Pay votes, indicating a focus on governance best practices and shareholder feedback [NEUTRAL/BULLISH]

Risk Flags (10)

  • An outstanding $400,000 director loan from Larry Sinks remains unpaid as of December 31, 2025, indicating potential conflicts of interest and liquidity issues

  • The company faces a going concern uncertainty and potential Nasdaq delisting, with a need for additional financing to support operations and clinical trials, creating a high risk of equity dilution or bankruptcy

  • The FY2025 10-K was filed after the prescribed deadline, which could trigger SEC scrutiny, potential penalties, and indicates weaknesses in financial reporting processes

  • Gregory Rayzman holds 56.3% of voting power, which could allow him to control all shareholder votes, including director elections and major corporate actions, potentially disadvantaging minority shareholders

  • With directors and executive officers owning less than 1% of shares, there is limited alignment with shareholder interests, which could lead to poor governance decisions

  • The proposal to authorize a reverse stock split (up to 1-for-30) is often a sign of a struggling stock price and can lead to negative market perception and reduced liquidity

  • The company already effected a one-for-twenty reverse stock split in April 2026, which can be dilutive to shareholder value if not accompanied by operational improvements

  • The approval of a new 2026 equity incentive plan and Series B Preferred Stock could lead to significant dilution for existing shareholders if shares are issued aggressively

  • The fact that no named executive officers have outstanding equity awards (options or RSUs) as of December 31, 2025, suggests a lack of long-term incentive alignment, which could lead to short-term decision-making

  • The Polynoma Transaction involves contingent milestone payments of up to $95 million, which could create significant future liabilities and dilution if milestones are achieved

Opportunities (9)

  • The proposal to reduce authorized shares from 325M to 150M (53.8% reduction) is a strong signal of management's commitment to limiting dilution and could be a catalyst for stock price appreciation if passed

  • The Polynoma Transaction includes up to $95 million in contingent milestone payments, which, if achieved, could unlock significant value. The concurrent $25M investment from DEFJ provides near-term capital

  • The appointment of Robert J. Lipstein under a Cooperation Agreement suggests potential for strategic changes or operational improvements, which could drive shareholder value

  • The new 2026 Equity Incentive Plan could be used to attract key talent and align management with long-term growth, potentially driving performance

  • The advisory vote on Say-on-Pay frequency shows a commitment to shareholder engagement, which can improve governance and investor confidence

  • The board has a 15-year term limit and mandatory retirement at age 75, ensuring regular refreshment and experienced oversight, which is positive for long-term stability

  • The 2026 equity incentive plan could be used to incentivize management to drive growth and create shareholder value, especially if tied to performance metrics

  • With 80.4% insider ownership, management is highly aligned with shareholder interests, which could lead to disciplined capital allocation and long-term value creation

  • BlackRock Funds/Low Materiality (OPPORTUNITY)

    The BlackRock filings (MPA, BTX, Private Investments Fund) are low materiality (3-5/10) with standard proposals, suggesting stable, low-risk governance environments suitable for passive investors

Sector Themes (5)

  • Micro-Cap Governance Risks

    Several filings (American Rebel, Transcode, Borealis, Cloudastructure) are from micro-cap companies with significant governance risks, including related-party transactions, late filings, concentrated ownership, and going concern uncertainties, highlighting the need for careful due diligence in this space.

  • Capital Structure Management

    A common theme is the use of equity-linked instruments to manage liquidity and compensation. American Rebel issued preferred stock for bonuses, Cosmos Health seeks approval for Series B Preferred Stock, and VolitionRX proposes a share reduction, indicating active management of capital structures in response to financial pressures.

  • Insider Ownership as a Signal

    There is a wide divergence in insider ownership, from Cloudastructure's 80.4% to Goldman Sachs Private Credit Corp's <1%. This disparity provides a clear signal for investors to assess alignment of interests and potential governance outcomes.

  • Concentrated Meeting Calendar

    The majority of annual meetings are scheduled between July 15 and July 22, 2026, creating a concentrated period for shareholder voting and potential catalysts. Key dates include Transcode (July 2), Borealis (June 29), and multiple BlackRock funds (July 22).

  • Prevalence of Reverse Stock Splits

    Both My Size and VolitionRX have reverse stock split proposals or have recently executed them, indicating struggling stock prices and a trend among small-cap companies to maintain listing requirements, which can be a red flag for underlying business health.

Watch List (8)

  • July 2, 2026 virtual meeting. Watch for shareholder votes on governance matters and any updates on the Polynoma Transaction milestones or financing needs.

  • June 29, 2026 virtual meeting. Monitor for any further disclosures on the late 10-K filing and the impact of the board reconstitution under the Oxus Credit Agreement.

  • July 17, 2026 meeting in London. Key vote on reducing authorized shares from 325M to 150M; passage would be a strong positive signal.

  • July 15, 2026 meeting in Chicago. Watch for approval of the 2026 equity incentive plan and Series B Preferred Stock, which could lead to future dilution or M&A activity.

  • Monitor the status of the $400,000 director loan from Larry Sinks. Any default or restructuring could signal deeper financial distress.

  • July 15, 2026 meeting. Watch for any shareholder proposals or dissent given the highly concentrated voting power of Gregory Rayzman.

  • July 28, 2026 meeting. Monitor for any changes in board composition or governance policies given the low insider ownership.

  • Watch for any strategic changes following the Cooperation Agreement that led to Robert J. Lipstein's appointment, which could signal activist influence.

Filing Analyses (14)
AMERICAN REBEL HOLDINGS INC DEF 14A mixed materiality 6/10

02-06-2026

American Rebel Holdings Inc. filed a DEF 14A proxy statement detailing executive compensation, related-party transactions, and a proposal to ratify GBQ Partners LLC as independent auditor for FY2026. Key executive changes include Doug Grau stepping down as President and Interim Principal Accounting Officer on July 1, 2025, to lead a new subsidiary, American Rebel Productions, LLC. The filing also reveals significant related-party transactions, including an outstanding $400,000 director loan from Larry Sinks that remains unpaid as of December 31, 2025, and the issuance of Series D Convertible Preferred Stock to executives and directors to settle accrued bonuses and fees totaling over $2.0 million.

  • · No named executive officers exercised stock options or had restricted stock units vest in FY2025 or FY2024.
  • · No outstanding equity awards (unexercised options or unvested stock) were held by named executive officers as of December 31, 2025.
  • · The company does not offer any annuity, pension, or retirement benefits to officers, directors, or employees.
  • · Director Larry Sinks received $36,000 in consulting fees in addition to his director compensation.
  • · The company leases facilities from entities owned by former Champion founder Mr. Crosby, believed to be at or below market rate.
  • · As of January 1, 2025, Messrs. Ross, Lambrecht, and Grau each vested conversion rights in 10,000 additional shares of Series A Preferred Stock, convertible into 5,000,000 shares of common stock each.
  • · Ross and Lambrecht each hold additional 26,250 and 6,250 shares of Series A Preferred respectively, convertible annually starting January 1, 2026 at a rate of 500 to 1.
My Size, Inc. DEF 14A neutral materiality 5/10

02-06-2026

My Size, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held on July 21, 2026. The meeting will address five proposals: election of two Class II directors (Oron Branitzky and Guy Zimmerman), advisory approval of executive compensation, authorization of a reverse stock split (up to 1-for-30), approval of blank check preferred stock, and ratification of independent auditor Somekh Chaikin. The record date is May 27, 2026, with 4,818,164 shares outstanding. The company incurred a fee of $9,250 plus expenses for proxy solicitation services from Campaign Management.

  • · Annual Meeting date: July 21, 2026 at 10:00 a.m. local time at Greenberg Traurig offices in Tel Aviv, Israel.
  • · Record date: May 27, 2026.
  • · Quorum requirement: one-third of outstanding shares (1,606,055 shares).
  • · Proposals include: election of Class II directors, say-on-pay, reverse stock split (ratio range 1-for-2 to 1-for-30, must be completed by July 21, 2027), blank check preferred stock authorization, and auditor ratification.
  • · Proxy solicitation by Campaign Management for a fee of $9,250 plus telephone solicitation fees and expenses.
  • · Board recommends FOR all proposals.
Goldman Sachs Private Credit Corp. DEF 14A neutral materiality 7/10

02-06-2026

Goldman Sachs Private Credit Corp. filed a DEF 14A proxy statement for its 2026 annual meeting scheduled for July 28, 2026, seeking the election of Class III directors Timothy J. Leach (age 70) and Kaysie P. Uniacke (age 65) to three-year terms expiring in 2029. As of the May 29, 2026 record date, the company had 382,045,396.892 shares outstanding, with Charles Schwab & Co. FBO Greater Kansas City Community Foundation as the largest 5%+ holder at 27,261,693.600 shares (7.136%) and Nomura Asset Management Co. Ltd. holding 22,670,792.924 shares (5.934%). Director equity ownership is relatively small, with the board and executive officers collectively owning only 94,234.296 shares (below 1%).

  • · The Board is divided into three classes with staggered three-year terms.
  • · Directors are subject to a 15-year term limit and mandatory retirement at age 75 (waivable by majority of other directors).
  • · The Board unanimously recommended voting FOR both nominees (Leach and Uniacke).
  • · No nominee is being proposed pursuant to any agreement with the Company.
  • · Kaysie Uniacke is deemed an 'interested person' due to her positions with Goldman Sachs and ownership of GS Group Inc. securities; she is the sole interested director on the Board.
  • · Timothy J. Leach, if elected, would serve as an Independent Director and currently chairs the boards of the Company and GS BDC.
  • · Director equity ownership is minimal: the highest individual holdings among directors are Jaime Ardila (15,730.834 shares) and Timothy J. Leach (5,192.809 shares), while four executive officers reported zero beneficial ownership.
  • · All directors and executive officers as a group control less than 1% of total shares outstanding.
  • · The proxy statement is available online at www.proxyvote.com with control numbers provided on the Notice.
  • · Proxy materials may be requested by calling (312) 655-4419 or mailing the principal executive offices at 200 West Street, New York, NY 10282.
CLOUDASTRUCTURE, INC. DEF 14A neutral materiality 7/10

02-06-2026

Cloudastructure, Inc. filed a DEF 14A proxy statement for its annual meeting scheduled for July 15, 2026, seeking stockholder approval for the election of director Jeff Kirby to a three-year term. The filing reveals that executive officers and directors as a group beneficially own 80.4% of total voting power, with Gregory Rayzman holding the largest individual voting power at 56.3%. However, the company has significant ownership concentration and voting limitations, including standstill agreements capping certain holders at 49% voting power and a 4.99% beneficial ownership limitation for Streeterville Capital, LLC.

  • · The annual meeting will be held on July 15, 2026, and proxy materials are available at www.proxyvote.com.
  • · Jeff Kirby, age 61, is nominated for a three-year term expiring in 2029; he has served on the board since June 2024.
  • · Directors with continuing terms: Craig Johnson (expires 2027), James McCormick (expires 2027), Ruba Qashu (expires 2028).
  • · Class A Shares have 1 vote per share; Class B Shares have 20 votes per share.
  • · Streeterville Capital, LLC holds 100% of Series 2 Preferred shares and 4.99% of Class A common stock, subject to a 4.99% beneficial ownership limitation.
  • · Sheldon Richard Bentley beneficially owns 202,500 Class A shares and 4,530,563 Class B shares, with a standstill agreement capping voting power at 49% and a voting agreement limiting votes to 5% of outstanding capital stock.
  • · James McCormick has raised over $1 billion in funds for companies in his career and oversaw the $50 million acquisition of GES by Kimball Electronics.
BLACKROCK MUNIYIELD PENNSYLVANIA QUALITY FUND DEF 14A neutral materiality 3/10

02-06-2026

BlackRock MuniYield Pennsylvania Quality Fund (MPA) filed a definitive proxy statement (DEF 14A) on June 2, 2026, for its annual shareholder meeting to be held virtually on July 22, 2026. The sole proposal is the election of Board Nominees, unanimously recommended by the Board. The Fund will bear all proxy costs, including an estimated $11,800 fee to proxy solicitor Georgeson LLC.

  • · The annual meeting will be held virtually on July 22, 2026 at 10:30 a.m. Eastern Time.
  • · Record date for shareholders is May 26, 2026.
  • · Shareholders can vote by telephone, internet, ProxyVote app, mail, or at the virtual meeting.
  • · Beneficial shareholders must register in advance to vote at the meeting by submitting a legal proxy to shareholdermeetings@computershare.com by 5:00 p.m. ET three business days before the meeting.
  • · If a proxy card is submitted without voting instructions, shares will be voted FOR the Board Nominees.
  • · The Fund's Board has unanimously approved the nominees and recommends a vote FOR each.
  • · The Fund will bear all costs of the proxy solicitation, including legal and auditor fees.
Cosmos Health Inc. DEF 14A neutral materiality 6/10

02-06-2026

Cosmos Health Inc. has filed a DEF 14A proxy statement soliciting stockholder votes for its 2026 Annual Meeting scheduled for July 15, 2026, at its U.S. headquarters in Chicago. The meeting will address four key proposals: the election of six directors, ratification of the independent registered public accounting firm, approval of a new 2026 equity incentive plan, and approval of designation and issuance of Series B Preferred Stock. As of the record date of May 19, 2026, there were 59,956,994 common shares outstanding, and a quorum of one-third of issued and outstanding shares is required to conduct business.

  • · Record date for stockholders entitled to vote: May 19, 2026.
  • · Proxy materials first sent on or about June 1, 2026, available at www.cosmoshealthinc.com.
  • · Annual Meeting location: 141 West Jackson Boulevard, Suite 4236, Chicago, IL 60604.
  • · Quorum required: one-third of issued and outstanding shares.
  • · Directors are elected by plurality vote; other proposals require majority of shares present and entitled to vote.
  • · Broker non-votes are not counted for any proposal; abstentions are counted as 'against' for Proposals 2, 3, and 4.
  • · Deadline for beneficial owners to register to attend: legal proxy must be received by 5:00 p.m. Central Time on July 1, 2026.
VOLITIONRX LTD DEF 14A neutral materiality 6/10

02-06-2026

VolitionRX Ltd filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held on July 17, 2026. The board recommends voting FOR all five proposals, including the election of seven director nominees, ratification of Sadler, Gibb & Associates as auditor, an advisory vote on executive compensation, a reduction in authorized shares from 325,000,000 to 150,000,000, and approval of the 2026 Stock Incentive Plan. The company also effected a one-for-twenty reverse stock split in April 2026, and all share and per share amounts have been retroactively adjusted.

  • · The Annual Meeting will be held at 93-95 Gloucester Place, London, W1U 6JQ, United Kingdom on July 17, 2026 at 3:30 p.m. British Summer Time.
  • · Stockholders must provide valid identification and proof of ownership as of May 26, 2026 to attend in person.
  • · The quorum requirement is 33 1/3% of voting power of issued and outstanding stock entitled to vote.
  • · Directors are elected by a plurality of votes; other proposals require a majority of votes cast.
  • · The reverse stock split was effected on April 28, 2026, and shares began trading on a post-split basis that same day.
  • · The company has 8,627,191 shares outstanding held by approximately 166 stockholders of record as of May 26, 2026.
  • · Proposal 4 seeks to reduce authorized shares from 325,000,000 to 150,000,000, but the board may delay or abandon filing the amendment even if approved.
SMITH MIDLAND CORP DEF 14A neutral materiality 5/10

02-06-2026

Smith-Midland Corporation filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders to be held on July 16, 2026. The meeting will include the election of five directors, a vote to approve the 2026 Equity Incentive Plan, and ratification of BDO USA, P.C. as independent auditor. As of the record date (May 22, 2026), 5,306,554 shares of common stock were issued and outstanding, with no other voting securities.

  • · Annual Meeting date: July 16, 2026 at 4:00 p.m. local time at Warrenton-Fauquier Airport Terminal, 1533 Iris Trail, Midland, Virginia 22728.
  • · Record date for voting: May 22, 2026.
  • · Proxy materials first sent on or about June 5, 2026.
  • · Proxies without voting instructions will be voted FOR all director nominees, FOR the 2026 Equity Incentive Plan, and FOR ratification of BDO USA, P.C.
  • · Directors are elected by plurality; approval of the equity plan requires majority of shares present and entitled to vote; ratification of auditor requires majority of shares present and entitled to vote.
  • · Broker non-votes will have no effect on director election or equity plan approval, but will count for quorum purposes.
  • · Abstentions will have the same effect as votes AGAINST the equity plan and auditor ratification.
  • · The board knows of no other matters to be presented at the meeting.
BlackRock Private Investments Fund DEF 14A neutral materiality 5/10

02-06-2026

BlackRock Private Investments Fund and BlackRock HPS Credit Strategies Fund are holding a joint special shareholder meeting on July 22, 2026, to elect seven Board Nominees. The Boards unanimously recommend voting 'FOR' all nominees, as less than a majority of current Board Members were elected by shareholders following a recent retirement. The meeting will be held virtually, and shareholders are encouraged to vote by telephone, internet, or proxy card.

  • · Record Date for voting eligibility is May 26, 2026.
  • · Meeting will be held virtually at meetnow.global/MSZHAHD; shareholders can log in starting at 10:30 a.m. ET on July 22, 2026.
  • · Beneficial shareholders must register in advance by emailing a legal proxy to shareholdermeetings@computershare.com by 5:00 p.m. ET three business days before the meeting.
  • · Proxy voting deadline is 11:59 p.m. ET on July 21, 2026.
  • · The election is required because less than a majority of current Board Members were elected by shareholders after a recent retirement.
  • · If elected, all Board Members will have been elected by shareholders, providing more flexibility for future vacancies.
BlackRock Technology & Private Equity Term Trust DEF 14A neutral materiality 3/10

02-06-2026

BlackRock Technology & Private Equity Term Trust (BTX) filed a definitive proxy statement (DEF 14A) with the SEC on June 2, 2026, for its upcoming annual meeting scheduled for July 22, 2026. The filing covers standard proxy matters including director elections, ratification of auditors, and advisory votes on executive compensation. No specific financial results or performance metrics are disclosed in this filing.

  • · Filing type: DEF 14A (definitive proxy statement)
  • · Annual meeting date: July 22, 2026
  • · SEC file number: 811-23625
  • · Central Index Key (CIK): 0001836057
  • · State of incorporation: Maryland (MD)
  • · Fiscal year end: December 31
  • · Former name: BlackRock Innovation & Growth Term Trust (changed April 6, 2023)
  • · Business address: Bellevue Parkway, Wilmington, DE 19808
  • · Business phone: (800) 882-0052
Borealis Foods Inc. DEF 14A mixed materiality 5/10

02-06-2026

Borealis Foods Inc. filed its definitive proxy statement (DEF 14A) on June 2, 2026, for the Annual Meeting of Shareholders to be held virtually on June 29, 2026. Shareholders will vote on the election of eight director nominees and the appointment of Carr, Riggs & Ingram LLC as independent auditor for FYE 2026. The filing notes that the Company's Annual Report on Form 10-K for FY 2025 was filed after the prescribed deadline, and that director Shiv Vikram Khemka resigned on May 11, 2026, with Pavel Mynzhanov and Zaure Algaziyeva appointed as replacements.

  • · The Annual Report on Form 10-K for FY 2025 was filed after the prescribed filing deadline.
  • · Director Shiv Vikram Khemka resigned on May 11, 2026, not due to any disagreement with the Company.
  • · Pavel Mynzhanov and Zaure Algaziyeva were appointed as directors effective May 11, 2026, in connection with the reconstitution of the Board pursuant to the Oxus Credit Agreement.
  • · The Board recommends a vote FOR each of the eight director nominees and FOR the appointment of Carr, Riggs & Ingram LLC as auditor.
  • · Shareholders of record as of May 26, 2026 are entitled to vote; 21,463,306 Common Shares outstanding.
  • · Quorum is set at 33⅓% of shares entitled to vote.
ULTRALIFE CORP DEF 14A neutral materiality 5/10

02-06-2026

Ultralife Corporation filed its DEF 14A proxy statement for the 2026 Annual Meeting of Stockholders to be held on July 22, 2026. The filing includes proposals to elect five directors, ratify WithumSmith+Brown, PC as independent auditor for FY2026, and hold non-binding advisory votes on executive compensation (Say-on-Pay) and the frequency of future Say-on-Pay votes. As of May 28, 2026, there were 16,656,669 shares of common stock outstanding, and the solicitation costs are estimated at approximately $5,000.

  • · The 2026 Annual Meeting will be held on July 22, 2026 at 9:00 A.M. Eastern Time at Atlanta Airport Marriott Gateway, 2020 Convention Center Concourse, Atlanta, GA 30337.
  • · Stockholders of record as of May 28, 2026 are entitled to vote.
  • · A plurality vote is required for the election of directors; a majority of shares present is required for the other proposals.
  • · Brokers may vote on the ratification of auditor (Proposal 2) without instructions, but not on director elections or advisory votes.
  • · Michael E. Manna has 30 years of experience in the battery industry, all with Ultralife Corporation, and has served as President and CEO since November 22, 2022.
Transcode Therapeutics, Inc. DEF 14A mixed materiality 8/10

02-06-2026

Transcode Therapeutics, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting to be held virtually on July 2, 2026. The filing details the October 2025 Polynoma Transaction, which included the acquisition of ABCJ, LLC for 83,285 shares of common stock and 1,152.9568 shares of Series A Preferred Stock, plus up to $95 million in contingent milestone payments, and a concurrent $25 million investment from DEFJ (comprising $20 million cash and a $5 million promissory note). However, the company faces significant forward-looking risks including potential Nasdaq delisting, a going concern uncertainty, and the need for additional financing to support operations and clinical trials.

  • · Annual Meeting will be held virtually on July 2, 2026 at 9:30 a.m. Eastern Time.
  • · Record date for the Annual Meeting is not specified in the excerpt.
  • · Stockholder proposals for inclusion in the 2027 proxy statement must be received by February 2, 2027.
  • · Universal proxy rule compliance deadline for director nominations is May 3, 2027.
  • · The CVR Agreement has a term of seven years and entitles holders to 50% of Net Proceeds from Upfront or Milestone Payments received in a given calendar quarter.
  • · The promissory note issued as part of the Investment accrued interest at 4% per annum and was paid in full on December 30, 2025.
  • · The Acquisition is intended to be treated as a taxable exchange for U.S. federal income tax purposes.
  • · Forward-looking risks include potential Nasdaq delisting, going concern uncertainty, and need for additional financing.
Quest Resource Holding Corp DEF 14A neutral materiality 5/10

02-06-2026

Quest Resource Holding Corp filed a DEF 14A proxy statement for its 2026 annual meeting, seeking stockholder approval for the election of directors Stephen A. Nolan and Audrey P. Dunning as Class II directors for three-year terms expiring in 2029. The board comprises six directors, all determined to be independent under Nasdaq standards, with no family relationships among them. The filing also notes the retirement of former CEO S. Ray Hatch in March 2025 and his subsequent resignation from the board in August 2025.

  • · The board is classified into three classes with staggered three-year terms; Class II directors Nolan and Dunning are up for election at the 2026 annual meeting.
  • · All six current directors are determined to be independent under Nasdaq and SEC standards.
  • · Robert J. Lipstein was appointed to the board in May 2025 pursuant to a Cooperation Agreement dated May 7, 2025.
  • · Former CEO S. Ray Hatch retired as President and CEO on March 12, 2025, continued as a non-employee director until resigning from the board on August 8, 2025.
  • · No family relationships exist among directors, nominees, or executive officers.

Get daily alerts with 10 investment signals, 10 risk alerts, 9 opportunities and full AI analysis of all 14 filings

$30/mo after a 14-day free trial — no credit card required. See pricing or explore intelligence streams.

More from: US Executive Compensation Proxy SEC Filings

🇺🇸 More from United States

View all →