US Executive Compensation Proxy SEC Filings — June 24, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

11 high priority 11 total filings analysed

Executive Summary

This digest of 11 proxy filings reveals a market at a clear inflection point, with companies pursuing aggressive restructuring and M&A to unlock value, while others demonstrate robust operational execution. The most critical developments are the dissolution of Getaround (a total capital loss) and the transformative mergers involving Modiv Industrial and Axalta Coating Systems, which signal a wave of consolidation.

Period-over-period data highlights a stark divergence: Commvault achieved record revenue of $1.184B and returned $446M to shareholders, while 8x8 posted its first GAAP profit in a decade, contrasting with Getaround's zero-revenue state. Insider activity is notably absent across the set, but forward-looking statements point to major catalysts like Flex's spin-off and Birchtech's share reduction. Capital allocation trends show a mix of aggressive share repurchases (Commvault) and strategic M&A, with governance concerns flagged by Allspring's trustee retirements. The overall sentiment is mixed, with high materiality events concentrated in dissolution and merger proposals, demanding immediate investor attention.

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 June 23, 2026.

Investment Signals (10)

  • Record revenue of $1.184B (+15% YoY) and ARR of $1.122B, exceeding $1B target two quarters early. Returned $446M to shareholders via buybacks. CEO and insiders show strong conviction with no sales.

  • 8x8 Inc (BULLISH)

    Achieved first GAAP-profitable full fiscal year since 2015, with net income of $1.6M vs. a net loss of $27.2M in FY25 (a $28.8M swing). Usage-based revenue grew over 50% YoY, signaling a successful business model transition.

  • Flex Ltd (BULLISH)

    Announced a tax-free spin-off of its Cloud and Power Infrastructure (CPI) segment, targeted for Q1 2027. This unlocks pure-play value; CEO Revathi Advaithi will lead the new entity, signaling management's commitment to the separation.

  • All-stock merger of equals with AkzoNobel at a fixed ratio of 0.6539. The deal is not subject to financing, reducing execution risk. Shareholders get exposure to a global coatings leader with synergies.

  • Merger with GNL at a fixed exchange ratio of 1.975, implying a value of $17.83-$18.88 per share. The deal is not subject to GNL stockholder approval, streamlining the path to closing.

  • Proposal to decrease authorized shares from 150M to 50M (a 67% reduction). This is a strong signal of capital discipline and could significantly boost EPS and shareholder value if approved.

  • New CEO and a re-energized culture with an asset-light strategy. The filing signals a strategic pivot, though financial details are sparse. Watch for execution on margin improvement. [NEUTRAL/BULLISH]

  • Getaround (BEARISH)

    Seeking stockholder approval for dissolution and liquidation. The company has no revenue, no material assets, and no business prospects. This is a total loss for equity holders.

  • Two of three Class I Trustee nominees (Isaiah Harris, Jr. and Olivia Mitchell) are expected to retire before their term ends (by Dec 2027 and Dec 2028, respectively). This raises governance continuity risk and potential for strategic drift.

  • Routine proxy with no major strategic changes. Low materiality (4/10) suggests a stable but unexciting outlook.

Risk Flags (8)

  • The company has zero revenue, no material assets, and no business prospects. The Board recommends liquidation, implying a total loss of equity value. Special meeting on July 29, 2026.

  • Legacy Modiv holders will own only ~11% of the combined company post-merger, representing massive dilution. The fixed exchange ratio does not adjust for stock price changes, exposing holders to downside if GNL stock falls.

  • Modiv could be liable for up to $15 million in termination fees payable to GNL, a significant overhang if the deal fails.

  • Two of three Class I nominees plan to retire early (by Dec 2027 and Dec 2028), creating board instability. This could lead to a lack of strategic continuity and oversight.

  • While profitable, overall revenue growth was only 3% to $735.8M. Usage-based revenue, though growing 50%+, still represents only 23% of service revenue, indicating the transition is incomplete and growth is fragile.

  • The merger of equals requires approval of a bye-laws amendment and the merger agreement. Any regulatory or shareholder hiccup could delay or derail the deal.

  • The filing notes reliance on stock-based compensation, which could dilute existing shareholders. The 2026 Equity Plan approval is needed, potentially increasing dilution.

  • The filing lacks detailed financial performance metrics for the current fiscal year, making it difficult to assess the impact of the new CEO's 'asset-light' strategy.

Opportunities (8)

  • ARR hit $1.122B, exceeding the $1B target two quarters early. The company returned $446M to shareholders. With strong recurring revenue and aggressive buybacks, the stock is a compounder.

  • The tax-free spin-off of CPI in Q1 2027 is a major value-unlocking event. The new company will be led by the current CEO, suggesting strong strategic focus. Investors can capture pure-play exposure in cloud infrastructure.

  • First GAAP profit since 2015 and 50%+ growth in usage-based revenue. If the transition continues, margins could expand significantly. The stock may be undervalued as the market prices in legacy concerns.

  • The all-stock merger with AkzoNobel at a fixed ratio of 0.6539 offers a potential arbitrage opportunity if the spread widens. The deal is not subject to financing, reducing risk.

  • The 67% reduction in authorized shares (from 150M to 50M) is a powerful signal of management's commitment to shareholder value. If approved, it could lead to significant EPS accretion.

  • The fixed exchange ratio of 1.975 implies a value of $17.83-$18.88 per share. If GNL's stock appreciates, Modiv holders benefit. The deal is not subject to GNL approval, streamlining the process.

  • The new CEO's 'asset-light' strategy could unlock margin expansion and a re-rating. The stock may be a turnaround play if the strategy is executed well.

  • The filing is routine, but the company is a commercial real estate income vehicle. With KPMG as auditor and a stable board, it may offer a reliable dividend yield for income-focused investors.

Sector Themes (5)

  • Corporate Restructuring Wave (HIGH IMPACT)

    Two of the 11 filings involve major corporate actions: Getaround's dissolution and Flex's spin-off. This suggests a broader trend of companies streamlining operations or exiting unprofitable ventures to unlock value.

  • M&A as a Value Creation Tool (HIGH IMPACT)

    Modiv Industrial and Axalta are pursuing mergers to create scale and synergies. Both deals are structured as all-stock transactions, indicating a preference for equity-based M&A in the current environment.

  • Governance and Board Stability Concerns (MEDIUM IMPACT)

    Allspring's early trustee retirements and Getaround's dissolution highlight governance risks. Investors should scrutinize board continuity and independence, especially in funds and distressed companies.

  • Shift to Recurring Revenue Models (MEDIUM IMPACT)

    8x8 and Commvault both emphasize recurring revenue (ARR, usage-based). This trend is driving margin improvement and valuation premiums. Companies successfully transitioning to subscription models are outperforming.

  • Capital Return vs. Reinvestment (MEDIUM IMPACT)

    Commvault returned $446M via buybacks, while Birchtech is reducing authorized shares. This contrasts with companies like Modiv and Axalta, which are using equity for M&A. The divergence reflects different stages of the corporate lifecycle.

Watch List (8)

  • 👁

    Stockholder vote on dissolution on July 29, 2026. Watch for the outcome; if approved, the stock will be worthless.

  • 👁

    Stockholder approval for merger with GNL. Watch for any regulatory hurdles or shareholder dissent. Termination date is February 3, 2027.

  • Shareholder vote on merger with AkzoNobel on August 5, 2026. Watch for any antitrust concerns or shareholder activism.

  • Flex Ltd/Spin-off Progress (MEDIUM PRIORITY)
    👁

    The CPI spin-off is targeted for Q1 2027. Watch for further details on the separation, including financials and management structure.

  • 👁

    Vote on share reduction on July 23, 2026. Approval would be a strong positive catalyst.

  • 👁

    Watch for Q1 FY27 earnings to see if usage-based revenue growth accelerates and overall revenue growth picks up from 3%.

  • Watch for any additional director departures or strategic shifts following the planned retirements of Harris and Mitchell.

  • 👁

    Watch for the first full-year results under the new CEO to assess the impact of the asset-light strategy on margins and growth.

Filing Analyses (11)
Getaround, Inc DEF 14A negative materiality 10/10

24-06-2026

Getaround, Inc. is seeking stockholder approval for the dissolution and liquidation of the company, as it currently has no significant business prospects, no material assets, and no source of revenue. The Board recommends stockholder approval, citing that continued public company expenses outweigh any remaining strategic alternatives. The special meeting is scheduled for July 29, 2026, and approval requires a majority of outstanding shares.

  • · Special meeting to be held virtually via live webcast on July 29, 2026, at 11:00 a.m. ET.
  • · Only stockholders of record as of June 17, 2026 are entitled to vote.
  • · The Dissolution Proposal requires approval of a majority of outstanding shares of common stock.
  • · The Adjournment Proposal requires a majority of votes cast if a quorum is present, or a majority of voting power of shares present if no quorum.
  • · The Plan of Distribution authorizes the Board to liquidate the company.
  • · The filing is a Definitive Proxy Statement (DEF 14A) filed on June 24, 2026.
  • · The company has no source of revenue and no material assets.
  • · No major positive financial metrics are reported; the filing focuses entirely on the dissolution process.
ALLEGRO MICROSYSTEMS, INC. DEF 14A neutral materiality 4/10

24-06-2026

Allegro MicroSystems, Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Shareholders, to be held virtually on August 5, 2026. Shareholders will vote on the election of three Class III director nominees, ratification of PricewaterhouseCoopers LLP as independent auditor for FY2027, and an advisory vote on executive compensation. The Board recommends a 'FOR' vote on all proposals.

  • · The 2026 Annual Meeting will be a completely virtual meeting conducted via live webcast at meetnow.global/ALGM2026.
  • · Shareholders of record as of June 10, 2026 are entitled to vote; beneficial holders must register by 5:00 PM ET on August 3, 2026 to attend.
  • · Class III directors are to be elected to serve until the 2029 Annual Meeting.
  • · The fiscal year ending March 26, 2027 is referenced for the ratification of PwC as auditor.
Birchtech Corp. DEF 14A neutral materiality 6/10

24-06-2026

Birchtech Corp. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders to be held virtually on July 23, 2026. The meeting will include four proposals: election of four director nominees; ratification of Rosenberg Rich Baker Berman, P.A. as independent auditor; advisory vote on executive compensation; and approval of an amendment to decrease authorized common shares from 150,000,000 to 50,000,000. The record date is June 10, 2026, with 26,305,966 outstanding common shares entitled to vote.

  • · Meeting date/time: July 23, 2026 at 10:00 a.m. Eastern Time, virtual only via www.virtualshareholdermeeting.com/BCHT2026.
  • · Proposal 4 seeks to decrease authorized common shares from 150,000,000 to 50,000,000.
  • · Proposals 1 (election of directors) and 3 (advisory vote on executive compensation) are considered non-routine; broker discretionary voting not allowed.
  • · Proposals 2 (auditor ratification) and 4 (authorized share reduction) are considered routine; brokers may vote uninstructed shares.
  • · Quorum requires 13,152,984 shares (majority of 26,305,966 outstanding shares).
  • · No cumulative voting or appraisal rights for any proposal.
MODIV INDUSTRIAL, INC. DEFM14A mixed materiality 9/10

24-06-2026

Modiv Industrial, Inc. (MDV-PA) is seeking stockholder approval for a merger with GNL, where each Modiv share will be converted into 1.975 shares of GNL common stock. The merger is subject to conditions including Modiv stockholder approval, regulatory approvals, and tax opinions, with a termination date of February 3, 2027. While the merger offers potential benefits, Modiv stockholders face risks including a fixed exchange ratio that does not adjust for stock price changes, significant dilution (legacy Modiv holders will own only ~11% of the combined company), and potential termination fees of up to $15 million payable to GNL under certain circumstances.

  • · The merger is not subject to any financing condition and does not require GNL stockholder approval.
  • · The exchange ratio is fixed and will not adjust for changes in market price of either stock, except for certain corporate actions like stock splits or dividends.
  • · Based on GNL's closing prices from May 1, 2026 to June 23, 2026, the exchange ratio of 1.975 represented a market value per Modiv share ranging from $17.83 to $18.88.
  • · The Modiv Board received a fairness opinion from Truist dated May 3, 2026, which does not reflect subsequent developments.
  • · The Merger Agreement restricts Modiv from soliciting alternative transactions and includes a 'no-shop' provision with a fiduciary out.
  • · If the merger is not completed, Modiv and GNL have incurred substantial costs (legal, accounting, financial advisor, printing, mailing, integration) that could adversely affect their financial conditions and ability to make distributions.
InPoint Commercial Real Estate Income, Inc. DEF 14A neutral materiality 3/10

24-06-2026

InPoint Commercial Real Estate Income, Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders to be held on September 16, 2026. Stockholders will vote on the election of five director nominees and the ratification of KPMG LLP as independent auditor for fiscal year 2026. The Board unanimously recommends voting FOR all nominees and FOR the auditor ratification.

  • · The record date for the Annual Meeting is June 22, 2026.
  • · Proxy materials will be first mailed or electronically delivered on or about July 1, 2026.
  • · The Annual Meeting will be held at 2901 Butterfield Road, Oak Brook, Illinois 60523 at 2:00 p.m. Central Time.
  • · There were no Class S shares issued and outstanding as of the record date.
  • · Stockholders may vote via Internet at www.ProxyVote.com, by phone at 1-800-690-6903, or by mail.
  • · The affirmative vote of a majority of shares entitled to vote present in person or by proxy is required for the election of directors; abstentions and broker non-votes count as votes against.
  • · A majority of votes cast is required to ratify KPMG; abstentions do not affect the outcome.
8X8 INC /DE/ DEF 14A mixed materiality 8/10

24-06-2026

8x8 Inc. released its Fiscal 2026 Proxy Statement, highlighting a turning point year with 3% revenue growth to $735.8M and the first GAAP-profitable full fiscal year since 2015 (net income of $1.6M vs. a net loss of $27.2M in fiscal 2025). However, the overall growth rate remains modest, and usage-based revenue, while growing over 50% for the year, still represents only 23% of service revenue in Q4 FY26, indicating the transition is still underway.

  • · Fiscal 2026 GAAP net income per diluted share was $0.01, compared to a net loss per share in fiscal 2025.
  • · Non-GAAP net income per diluted share increased to $0.40 in FY26.
  • · Customers using three or more 8x8 products grew meaningfully year-over-year.
  • · 8x8 reduced stock-based compensation expense by nearly half year-over-year, from $39.9M to $20.4M.
  • · 8x8 was named a Leader in IDC European MarketScape for Communications Engagement Platforms and a Leader in the Omdia Universe for Customer Engagement Platforms.
  • · The company will hold its annual meeting and seek stockholder approval on four proposals: election of directors, advisory vote on executive compensation, ratification of independent auditor (Grant Thornton LLP), and approval of an amendment to the 2022 Equity Incentive Plan.
Axalta Coating Systems Ltd. DEFM14A neutral materiality 9/10

24-06-2026

Axalta Coating Systems Ltd. is soliciting shareholder approval for an all-stock merger of equals with AkzoNobel, where each Axalta share will be converted into 0.6539 AkzoNobel ordinary shares. The merger requires approval of a bye-laws amendment and the merger agreement, with a special meeting scheduled for August 5, 2026. The Axalta Board unanimously recommends voting FOR all proposals.

  • · The merger agreement was dated November 18, 2025, and amended thereafter.
  • · Axalta special meeting will be held virtually on August 5, 2026 at 9:00 a.m. Eastern Time.
  • · Record date for voting is June 11, 2026.
  • · Quorum requires two or more persons representing in excess of 50% of total issued voting shares.
  • · If bye-laws proposal is not approved, merger requires three-fourths majority of votes cast; if approved, a simple majority suffices.
  • · Axalta equity awards will convert into MergeCo equity awards with adjustments.
  • · AkzoNobel equity awards will remain outstanding with modifications for performance-vesting RSUs and acceleration provisions.
HELEN OF TROY LTD DEF 14A neutral materiality 5/10

24-06-2026

Helen of Troy Limited filed its definitive proxy statement (DEF 14A) for the 2026 Annual General Meeting to be held virtually on August 25, 2026. The meeting will include the election of nine director nominees, an advisory vote on executive compensation, approval of an amendment to the 2025 Stock Incentive Plan to increase shares available for issuance, and ratification of Grant Thornton LLP as auditor for fiscal 2027. The filing highlights a new CEO, a re-energized culture, and an asset-light strategy, but does not provide detailed financial performance metrics for the current fiscal year.

  • · The record date for shareholders entitled to vote is June 18, 2026.
  • · Proxy materials will be distributed on or about July 15, 2026.
  • · The annual meeting will be held online only at www.virtualshareholdermeeting.com/HELE2026.
  • · Shareholders can vote via Internet (www.proxyvote.com), telephone (1-800-690-6903), or by mail.
  • · The company emphasizes an asset-light approach and a proven M&A track record.
  • · The filing does not include specific financial results for fiscal year 2026; those are in the separate Annual Report.
ALLSPRING INCOME OPPORTUNITIES FUND DEF 14A neutral materiality 5/10

24-06-2026

Allspring Income Opportunities Fund (EAD) filed a definitive proxy statement (DEF 14A) on June 24, 2026, for its Annual Meeting of Shareholders to be held on August 3, 2026. The sole proposal is the election of three Class I Trustees: Isaiah Harris, Jr., Cindy Miller, and Olivia Mitchell, with the Board unanimously recommending a vote FOR each nominee. Notably, two of the three nominees are expected to retire before the end of their term (Mr. Harris by December 31, 2027, and Ms. Mitchell by December 31, 2028), which may raise governance continuity concerns for shareholders.

  • · The quorum requirement is 33 1/3% of outstanding shares.
  • · A plurality vote is required for the election of Trustees.
  • · Abstentions and broker non-votes will count toward quorum and have the effect of a vote against each proposal.
  • · The proxy statement and related materials will be first sent to shareholders on or about June 30, 2026.
  • · The record date for voting is June 9, 2026.
  • · The Fund's fiscal year ended April 30, 2026.
  • · The Board has a staggered three-class structure: Class I (term until 2029), Class II (2027), Class III (2028).
  • · Two of the three nominees are expected to retire before completing their full term (Mr. Harris by Dec 2027, Ms. Mitchell by Dec 2028).
  • · The Fund's former names include Wells Fargo Income Opportunities Fund and Evergreen Income Advantage Fund.
FLEX LTD. DEF 14A neutral materiality 7/10

24-06-2026

Flex Ltd. filed its definitive proxy statement (DEF 14A) for the Annual General Meeting scheduled for August 5, 2026, proposing the re-election of directors, re-appointment of Deloitte & Touche LLP as auditor, an advisory vote on executive compensation, and authorizations for share issuance and repurchase. On May 5, 2026, Flex announced a plan to separate into two independent public companies by spinning off its Cloud and Power Infrastructure (CPI) segment; the spin-off is targeted for completion in Q1 2027. CEO Revathi Advaithi will lead the new company, while current Chief Commercial Officer Michael Hartung will become CEO of the remaining Flex.

  • · Annual General Meeting date: August 5, 2026.
  • · Spin-off of CPI segment announced May 5, 2026, targeted for completion in Q1 2027.
  • · Spin-off intended to be tax-free for U.S. federal income tax purposes.
  • · Proposals include: re-election of directors, re-appointment of Deloitte & Touche LLP, advisory vote on executive compensation, authorization to allot/issue ordinary shares, and authorization to repurchase ordinary shares.
  • · Flex operates across approximately 30 countries.
  • · Business segments: Integrated Technology Solutions (ITS), Regulated Manufacturing Solutions (RMS), and Cloud and Power Infrastructure (CPI).
  • · Fiscal year end: March 31.
COMMVAULT SYSTEMS INC DEF 14A positive materiality 85/10

24-06-2026

Commvault Systems Inc. filed its definitive proxy statement for the 2026 annual meeting, reporting record total revenue of $1.184 billion and annual recurring revenue of $1.122 billion. The company returned $446 million to stockholders through share repurchases. The proxy includes proposals to elect seven directors, approve executive compensation on an advisory basis, ratify Ernst & Young as auditors, and approve the 2026 Equity Plan. While revenue and ARR grew strongly, the filing also notes the need to address risks from AI-driven threats and the company's reliance on stock-based compensation.

  • · Revenue grew to $1.184 billion in fiscal 2026, a record high.
  • · Annual recurring revenue reached $1.122 billion, exceeding the $1 billion target two quarters early.
  • · The company returned $446 million to stockholders through share repurchases.
  • · The board recommends voting FOR all four proposals: director election, executive compensation advisory, auditor ratification, and 2026 Equity Plan approval.
  • · All director nominees except CEO Sanjay Mirchandani are independent.
  • · The meeting will be held virtually on August 6, 2026 at 10:00 AM ET.

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