US Executive Compensation Proxy SEC Filings — June 08, 2026

08-06-2026

Bit Digital, Inc. filed a definitive proxy statement (DEF 14A) for its upcoming annual meeting, seeking shareholder votes on the re-election of five directors including Zhaohui Deng, Erke Huang, Ichi Shih, Amanda Cassatt, and Brock Pierce. The filing reveals that BlackRock, Inc. holds a 7.2% stake in the company's ordinary shares, while directors and officers as a group hold 2.0% of ordinary shares but control 14.0% of total voting power due to super-voting preference shares. Notably, the company's preference shares carry 50 votes each, giving holders outsized influence relative to their economic ownership.

• · Preference shares carry 50 votes each, giving holders 50,000,000 aggregate votes (approx. 12.5% of total voting securities).
• · Geney Development Limited (BVI entity) owns all 1,000,000 preference shares, beneficially owned by Erke Huang (300,000) and Zhaohui Deng (700,000).
• · BlackRock filed a Schedule 13G on October 17, 2025, disclosing 25,041,108 ordinary shares (7.2%).
• · Amanda Cassatt's RSUs (84,388 shares) vest 50% on grant date (Dec 9, 2025), 25% after 3 months, 25% after 6 months.
• · Brock Pierce holds 580,000 ordinary shares, including 80,000 from vested RSUs under his director agreement.
• · The company's Amended and Restated Articles of Association were filed in the Cayman Islands on or about April 30, 2021.
• · Ichi Shih holds a CPA certificate and serves as Audit Committee Financial Expert.
• · Erke Huang served as Interim CEO from Feb 2, 2021 to March 31, 2021.

08-06-2026

AmeriServ Financial, Inc. filed its DEF 14A proxy statement for the 2026 Annual Meeting to be held virtually on July 23, 2026. The company reported net income of $1.8 million ($0.11 EPS) for Q1 2026, down 6.0% from $1.9 million ($0.12 EPS) in Q1 2025, though net interest income improved by $897,000 due to a 25-basis-point margin expansion. The filing also discloses ongoing shareholder engagement, governance enhancements, and an expanded strategic partnership with SB Value Partners.

• · Net interest income represents approximately 73% of total revenue.
• · 53% of outstanding shares were contacted and 33% engaged in post-2025 Annual Meeting shareholder outreach.
• · The company eliminated cumulative voting in director elections and amended bylaws for market-standard proxy access.
• · The Compensation Committee engaged Pearl Meyer as independent compensation consultant.
• · Say-on-Pay results have been low since 2023, attributed to lack of disclosure on shareholder engagement rather than pay-for-performance misalignment.
• · The expanded relationship with SB Value Partners was announced in January 2026 with an amended consulting agreement focusing on operational efficiency, wealth management business development, and strategic initiatives.
• · Annual Meeting will be held virtually on July 23, 2026 at 1:30 p.m. ET.
• · Record Date for voting is May 8, 2026.

08-06-2026

Purple Innovation, Inc. is soliciting stockholder approval at a Special Meeting on July 2, 2026, for a reverse stock split of its Class A and Class B common stock at a ratio between 1-for-10 and 1-for-30, as determined by the Board. The filing also seeks approval to adjourn the meeting if necessary to solicit additional proxies. The reverse stock split is intended to address the company's stock price and maintain NYSE listing compliance, but the filing does not disclose any specific financial performance metrics or trends.

• · The Special Meeting will be held virtually on July 2, 2026, at 10:00 a.m. Mountain Time.
• · Stockholders must register by June 30, 2026, at 5:00 p.m. Eastern Time to attend and vote.
• · The record date for voting is May 28, 2026.
• · Proposals 1 and 2 are considered routine matters under NYSE rules, allowing discretionary voting by brokers.
• · Approval requires a majority of votes cast (more 'for' than 'against') for each proposal.
• · The Board has the authority to abandon the reverse stock split amendment even if approved.

08-06-2026

Graf Global Corp. filed a definitive proxy statement (DEF 14A) on June 8, 2026, for an extraordinary general meeting on June 26, 2026, seeking shareholder approval to extend the deadline for an initial business combination from June 27, 2026 to September 27, 2026, with the Board's discretion to further extend up to December 27, 2026. The company has not yet completed a business combination and acknowledges there is no assurance it will do so by the extended date. Public shareholders may redeem their shares at approximately $10.83 per share, which equals the current market price, but the company warns of potential liquidity issues in the open market.

• · The Extension Amendment Proposal requires a special resolution with at least two-thirds majority of votes cast by holders of Class A and Class B Ordinary Shares voting together as a single class.
• · Graf Insiders own 5,750,000 Founder Shares, representing 20% of outstanding Ordinary Shares.
• · If the Extension is not approved and no business combination occurs by June 27, 2026, the company will redeem 100% of Public Shares from the Trust Account, and warrants will expire worthless.
• · The redemption price of approximately $10.83 per share equals the closing price on the record date (June 1, 2026).
• · The company may allow the Board to further extend the deadline up to three times in one-month increments, to a maximum of December 27, 2026, if a definitive agreement is executed by September 27, 2026.
• · Public shareholders must submit redemption requests by 5:00 p.m. Eastern Time on June 24, 2026, and deliver shares via DWAC or physical transfer.
• · Graf Insiders may purchase Public Shares from investors at no higher than the redemption price, but have no current commitments to do so.

08-06-2026

Vivakor, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held on June 30, 2026. The filing includes nine proposals, notably the election of four directors, approval of stock issuances above 19.99% of outstanding under multiple financing agreements (including a May 2026 convertible note with $12.0 million gross proceeds and a $100 million standby equity purchase agreement), a reverse stock split (already effected 1-for-200 in March 2026), and ratification of auditors. The company reported 4,295,647 common shares and 96,731 Series A Preferred shares outstanding as of the May 21, 2026 record date, with the preferred shares carrying five votes each. While the company is pursuing capital restructuring and financing to support working capital and debt reduction, it has sold non-core assets and continues to face Nasdaq 19.99% issuance limitations, and the second closing of the convertible note is contingent on registration effectiveness.

• · The company operates three reportable segments: transportation and logistics, terminaling and storage services, and supply and trading.
• · The company is developing an environmental services business with planned Remediation Processing Centers (RPCs); first RPC in Harris County, Texas scheduled for Q3 2026.
• · On October 1, 2024, the company acquired the Endeavor Entities, expanding midstream operations.
• · On July 30, 2025, the company sold non-core business units of Meridian Equipment Leasing, LLC and Equipment Transport, LLC.
• · The convertible notes have a conversion price equal to the greater of $0.37 per share and 80% of the lowest daily VWAP during the five trading days preceding conversion.
• · The second closing of the convertible note ($6M) is subject to effectiveness of the registration statement and other customary conditions.
• · The SEPA allows the company to direct purchases of up to $100M of common stock over 36 months at a discount to market prices, but no sales can occur until a separate registration statement is filed and effective.
• · The company's common stock has a par value of $0.001 per share.
• · The annual meeting will be held in-person at 2278 Monitor Street, Dallas, Texas 75207 on June 30, 2026 at 10 a.m. Central Time.
• · The record date for voting is May 21, 2026.

08-06-2026

BiomX Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders to be held on June 26, 2026. Stockholders will vote on three proposals: (1) election of Ran Shaked as Class III director for a three-year term; (2) approval of an amendment to the 2026 Equity Incentive Plan to increase authorized shares from 1,390,000 to 6,850,000 (a net increase of 5,460,000 shares); and (3) approval of an adjournment if needed. The Board unanimously recommends voting 'FOR' all proposals. As of the record date (June 2, 2026), there were 11,160,153 shares outstanding. The company's independent auditor, Kesselman & Kesselman (PwC), billed $283,000 in total fees for FY2025, up from $226,393 in FY2024, driven by higher audit-related fees.

• · The annual meeting will be held entirely online at https://www.cstproxy.com/biomx/am2026.
• · A quorum requires at least one-third (1/3) of outstanding shares present.
• · Proposal 1 (Director election) requires a plurality of votes cast; Proposals 2 and 3 require majority of shares present and voting.
• · The Board is classified into three classes with staggered three-year terms; Ran Shaked was appointed in February 2026.
• · The 2026 Plan was originally approved by stockholders on April 10, 2026, with an initial reserve of 1,390,000 shares.
• · If the Amendment is not approved, only 30,000 shares remain for future awards, which the company states would be insufficient.
• · Audit fees remained flat at $190,000 for both FY2025 and FY2024.
• · Tax fees were $0 in FY2025 versus $7,190 in FY2024.

08-06-2026

Constellation Brands, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 virtual annual meeting scheduled for July 22, 2026. The filing highlights a leadership transition with Nicholas I. Fink appointed as President and CEO effective April 13, 2026, succeeding Bill Newlands. While the Beer Division continued to outperform the broader beer category and maintain high-end leadership, the overall category demand remained subdued for much of the fiscal year, and the Wine and Spirits Division continued executing a portfolio repositioning. The company generated strong free cash flow and returned substantial capital to stockholders, but faced a challenging operating environment with heightened macroeconomic volatility and shifting consumer behavior.

• · The virtual annual meeting will be held on Wednesday, July 22, 2026 at 11:00 a.m. (EDT) via live audio-only webcast at www.virtualshareholdermeeting.com/STZ2026.
• · Stockholders of record as of May 26, 2026 are entitled to vote.
• · The board recommends voting FOR all twelve director nominees, ratification of KPMG LLP as auditor, approval of executive compensation (say-on-pay), and approval of the amended Long-Term Stock Incentive Plan.
• · The company is the second-largest beer company in the U.S. and has the #1 beer brand, Modelo Especial, in dollar sales.
• · The Wine and Spirits Division is undergoing a multi-year repositioning to focus on higher-end brands.

08-06-2026

Rein Therapeutics, Inc. filed a DEF 14A proxy statement for its 2026 annual meeting to be held virtually on July 20, 2026. Key proposals include electing two Class III directors, approving an amendment to increase authorized common shares from 100 million to 200 million, ratifying CBIZ CPAs P.C. as auditor for FY2026, and an advisory vote on named executive officer compensation. The filing also discloses executive compensation details for FY2025, including summary compensation and outstanding equity awards.

• · Annual Meeting date: July 20, 2026 at 9:00 a.m. ET, virtual only via www.meetnow.global/MM4MRP6
• · Record date for voting: May 21, 2026
• · Proposal to increase authorized common shares from 100 million to 200 million
• · Ratification of CBIZ CPAs P.C. as independent auditor for FY2026
• · Advisory vote on named executive officer compensation
• · Proxy materials available at www.envisionreports.com/RNTX

08-06-2026

Tempest Therapeutics, Inc. filed a definitive proxy statement (DEF 14A) for a special meeting of stockholders to be held on June 18, 2026, seeking approval for the issuance of up to 925,927 shares upon exercise of Series A Warrants and 925,927 shares upon exercise of Series B Warrants (PIPE Warrants) issued in a March 2026 private placement, as well as up to 2,344,828 shares upon exercise of Common Warrants (Inducement Warrants) issued in a May 2026 inducement offer. The proposals are required under Nasdaq Rule 5635. The record date is May 28, 2026, with 14,806,997 shares of common stock outstanding and entitled to vote. No negative or flat performance metrics are present in this filing.

• · The special meeting will be held virtually at www.virtualshareholdermeeting.com/TPST2026SM on June 18, 2026 at 12:00 p.m. Eastern Time.
• · Stockholders of record as of May 28, 2026 are entitled to vote; the record date list will be available for inspection 10 days prior to the meeting.
• · Proxies may be voted by telephone (1-800-690-6903) or internet (www.proxyvote.com) until 11:59 p.m. Eastern Time on June 17, 2026.
• · If a proxy card is returned without voting selections, shares will be voted 'For' both proposals.
• · The Board knows of no other matters to be presented at the meeting.

08-06-2026

Achieve Life Sciences, Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders to be held virtually on July 2, 2026. Key proposals include electing nine directors, ratifying PricewaterhouseCoopers LLP as auditor for FY2026, an advisory vote on executive compensation, and a critical amendment to increase authorized common shares from 150,000,000 to 300,000,000 shares. The company had 102,659,057 shares outstanding as of the May 15, 2026 record date, indicating the proposed doubling of authorized shares would provide significant future dilution capacity.

• · The annual meeting will be held virtually on July 2, 2026 at 9:00 a.m. Pacific time via www.virtualshareholdermeeting.com/ACHV2026.
• · Stockholders of record as of May 15, 2026 are entitled to vote; the company had 102,659,057 shares of common stock outstanding on that date.
• · Proposal Four seeks to amend the certificate of incorporation to increase authorized common shares from 150,000,000 to 300,000,000 shares.
• · The proxy materials and 2025 Form 10-K are available at ir.achievelifesciences.com.
• · The board recommends a vote FOR all four proposals.

08-06-2026

Jazz Pharmaceuticals filed a definitive proxy statement (DEF 14A) for its 2026 Annual General Meeting of Shareholders to be held on July 23, 2026. The filing includes proposals to elect three director nominees, ratify KPMG as independent auditors, and conduct an advisory vote on executive compensation. The proxy statement also discloses executive compensation details, including pay versus performance data, and governance policies such as share ownership guidelines and clawback provisions.

• · The AGM will be held on July 23, 2026 at 9:30 a.m. local time at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland.
• · Record date for voting is close of business on May 28, 2026.
• · Proxy cards must be received by July 22, 2026; electronic proxies must be submitted by 11:59 p.m. U.S. Eastern Time on July 22, 2026.
• · The filing includes proposals to elect three director nominees, ratify KPMG as auditors, approve executive compensation on an advisory basis, and grant the board authority to allot and issue ordinary shares (Proposals 4 and 5).
• · The proxy statement references the acquisition of Chimerix, Inc. on April 21, 2025 and the GW Acquisition in May 2021.
• · The company's 2025 Annual Report on Form 10-K and Irish statutory financial statements are available at https://materials.proxyvote.com/G50871.