US Executive Compensation Proxy SEC Filings — July 13, 2026

13-07-2026

Digital Turbine, Inc. filed a definitive proxy statement (DEF 14A) on July 13, 2026, for its Annual Meeting of Stockholders to be held on August 25, 2026. The meeting will include the election of seven director nominees, a non-binding advisory vote on executive compensation ('say-on-pay'), a vote on the frequency of future say-on-pay votes, ratification of Grant Thornton LLP as the independent auditor for fiscal year ending March 31, 2027, and approval of an amendment to the 2020 Equity Incentive Plan to increase authorized shares by 10,630,000 (from 20,560,000 to 31,190,000), impose minimum vesting requirements, and cap annual awards to non-employee directors. As of the record date (July 1, 2026), the company had 120,936,038 shares of common stock and 100,000 shares of Series A preferred stock (convertible into 20,000 common shares) outstanding.

• · The Annual Meeting will be held on August 25, 2026, at 10:00 a.m. local time at the company's headquarters in Austin, TX.
• · Stockholders of record as of July 1, 2026, are entitled to vote.
• · The board recommends voting FOR all proposals: election of directors, say-on-pay, one-year frequency for say-on-pay, ratification of Grant Thornton, and the 2020 Plan amendment.
• · The proxy materials are being made available primarily via the Internet, with the Notice first mailed on or about July 13, 2026.

13-07-2026

Nerdy Inc. is holding a special meeting on August 13, 2026, to seek stockholder approval for a reverse stock split of its Common Stock at a ratio between 1-for-5 and 1-for-15, with the exact ratio to be determined by the Board. The filing indicates the company may be seeking to regain compliance with NYSE listing rules, though no specific compliance deadline or current stock price is disclosed. The proposal requires a majority of outstanding shares to pass, and the Board recommends a 'For' vote.

• · The reverse stock split ratio range is 1-for-5 to 1-for-15, inclusive, with the Board having discretion to set the final ratio.
• · The Board also has authority to determine when to file the amendment and to abandon the amendments even after stockholder approval.
• · The record date for voting is July 9, 2026.
• · The special meeting will be held virtually at www.virtualshareholdermeeting.com/NRDY2026SM.
• · Proxies must be received by 11:59 p.m. Eastern Time on August 12, 2026, to be counted.
• · The proposal is considered a 'routine' matter, so brokers may vote on it even without instructions from beneficial owners.
• · Abstentions and broker non-votes will have the same effect as a vote against the proposal.

13-07-2026

AvalonBay Communities Inc. (AVB) and Equity Residential (EQR) have entered into a definitive merger agreement, unanimously approved by both boards on May 20, 2026. Under the terms, each AvalonBay share will be exchanged for 2.793 Equity Residential common shares, with AvalonBay treated as the acquirer for accounting purposes. The combined company will have a 14-member board split evenly between both companies, dual headquarters in Chicago and Arlington, VA, and a new name to be determined. The merger is expected to close in the second half of 2026, subject to shareholder approvals and regulatory conditions.

• · No appraisal or dissenters' rights will be available to shareholders of either company.
• · The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Code.
• · AvalonBay common stock will be delisted from the NYSE and deregistered upon completion.
• · The combined company will have dual headquarters in Chicago, IL and Arlington, VA.
• · Equity Residential and AvalonBay had combined outstanding indebtedness of approximately $17.7 billion as of March 31, 2026.

13-07-2026

Faraday Future Intelligent Electric Inc. filed a definitive proxy statement (DEF 14A) on July 13, 2026, seeking stockholder approval for the issuance of shares of Class A Common Stock upon conversion of $25 million in senior convertible notes issued in the May 2026 Financing, as required by Nasdaq Listing Rule 5635(d). The filing also details significant board and management changes, including the resignation of CEO Matthias Aydt, the appointment of Yueting Jia as sole CEO, and the promotion of Jiawei Wang to Global Executive Chairman. As of June 17, 2026, the company had 346,155,245 shares of Class A Common Stock outstanding, with no single beneficial owner holding more than 5% of the class, and all executive officers and directors collectively owning less than 1% of the class.

• · No single beneficial owner holds more than 5% of Class A Common Stock as of June 17, 2026.
• · All executive officers and directors as a group beneficially own 1,222,188 shares, representing less than 1% of the class.
• · The Notes have a one-year maturity from the issuance date (May 15, 2026), extendable by noteholders.
• · Interest on the Notes is payable in shares of Class A Common Stock, subject to conditions.
• · The Conversion Price is subject to downward adjustment if the Company issues shares below the then-current Conversion Price.
• · The Company must file a registration statement for resale of 200% of the shares issuable upon conversion within 45 days of closing (by June 29, 2026) and seek effectiveness within 105 days (by August 28, 2026).

13-07-2026

Weatherford International plc filed a DEF 14A proxy statement for its 2026 shareholder meetings, proposing a redomestication from Ireland to the United States (Delaware) via a scheme of arrangement. The filing details significant changes in shareholder rights under Delaware law versus Irish law, including anti-takeover provisions, exclusive federal forum for Securities Act claims, and the elimination of cumulative voting. While the company expects to maintain a competitive tax rate and lists the same Nasdaq symbol (WFRD), it warns that the benefits may not be realized, costs will be incurred regardless of completion, and the Irish High Court may not sanction the scheme.

• · The redomestication requires approval by Weatherford-Ireland shareholders and sanction by the Irish High Court.
• · The Irish High Court may impose conditions or modifications, and Weatherford may abandon the scheme if any adverse condition is imposed.
• · The Bylaws will designate U.S. federal district courts as the exclusive forum for Securities Act claims.
• · The Delaware Charter and Bylaws will include provisions such as no cumulative voting, advance notice for stockholder proposals, and the ability to issue preferred stock without stockholder approval.
• · The redomestication may be deferred until March 31, 2027, or abandoned at any time before the Sanction Hearing.
• · There has been no public trading market for Weatherford-US common stock prior to the redomestication.

13-07-2026

Sphere 3D Corp. has filed a definitive proxy statement (DEF 14A) for a special meeting of shareholders to be held virtually on August 24, 2026. The meeting will consider three proposals: (1) continuance of the company from Ontario to British Columbia, (2) a potential name change, and (3) adjournment of the meeting. The board recommends voting FOR all proposals, with the continuance and name change requiring a two-thirds supermajority vote.

• · The special meeting will be held virtually on August 24, 2026 at 1:00 p.m. Eastern Time.
• · Record date for voting is July 8, 2026.
• · Quorum requires at least two persons holding at least 33⅓% of outstanding voting shares.
• · Proxies must be received by TSX Trust Company by 1:00 p.m. ET on August 21, 2026.
• · The continuance and name change proposals each require approval by at least two-thirds (66⅔%) of votes cast.
• · The adjournment proposal requires a majority of votes cast.

13-07-2026

Apogee Therapeutics, Inc. filed a definitive proxy statement (DEFM14A) in connection with a proposed merger. Goldman Sachs rendered a fairness opinion concluding that the merger consideration is fair from a financial point of view to Apogee's stockholders (excluding Parent and affiliates). The merger consideration of $135.00 per share represents a 53% premium over the undisturbed closing price of $88.43 on June 17, 2026, and a 55% premium over the $86.92 closing price on June 5, 2026. However, the premium is only 13% above the median analyst price target of $120.00, and the illustrative discounted cash flow analysis produced a per-share value range of $98.90 to $119.20, which is below the merger consideration, indicating the deal price is at the high end of the valuation range.

• · Goldman Sachs used discount rates of 12.0% to 14.0% and perpetuity growth rates of -15.0% to -5.0% in its DCF analysis.
• · The DCF analysis incorporated unlevered free cash flow projections for fiscal years 2026 through 2046, NOL benefits, and milestone payments from a strategic financing collaboration agreement entered in May 2026.
• · The premia paid analysis examined 15 all-cash biopharma acquisitions with enterprise values between $8.0B and $15.0B announced from January 1, 2019 through June 17, 2026.
• · The merger consideration of $135.00 per share is above the high end of the DCF-derived fairness range of $98.90 to $119.20.
• · Goldman Sachs did not evaluate the assets and liabilities of Apogee or its subsidiaries, nor did it address the underlying business decision to engage in the merger.

13-07-2026

Huntsman Corporation and Olin Corporation have entered into a merger of equals business combination, with the combined entity expected to close in the first half of 2027. The merger will be effected either through a direct merger of Huntsman into Olin or through a subsidiary merger structure. Both boards have unanimously approved the transaction, and shareholders are being asked to vote on the proposals at special meetings. The merger is intended to qualify as a tax-free reorganization for Huntsman stockholders, who will receive Olin common stock in exchange for their shares. However, the merger is subject to regulatory approvals and other conditions, and if not completed by June 15, 2027, either party may terminate the agreement, with possible extensions to December 15, 2027.

• · Olin's 2025 operating income was $5.3 million, while net loss was $(100.5) million.
• · Huntsman's 2025 operating loss was $(131) million and net loss was $(284) million.
• · The merger is expected to close in the first half of 2027, with a termination date of June 15, 2027, extendable to September 15, 2027 or December 15, 2027 under certain regulatory circumstances.
• · Olin shareholders are not entitled to appraisal rights under Virginia law; Huntsman stockholders are not entitled to appraisal rights under Delaware law.
• · The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes, with no gain or loss recognized by Huntsman stockholders except for cash received in lieu of fractional shares.
• · Innisfree M&A Incorporated has been retained as proxy solicitor for both companies, with Olin paying an estimated $70,000 fee plus a $25,000 success fee, and Huntsman paying an estimated $50,000 fee.

13-07-2026

Liminatus Pharma, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held on August 3, 2026. The meeting includes three proposals: election of two director nominees, ratification of WithumSmith+Brown PC as independent auditor, and approval of a reverse stock split and charter amendment. As of the record date of July 2, 2026, the company had 67,160,362 shares of common stock outstanding.

• · Meeting will be held both in person in Fullerton, CA and virtually via Zoom.
• · Proposal 1: Election of two director nominees for terms described in the proxy.
• · Proposal 2: Ratification of Withum as independent auditor for fiscal year ending Dec 31, 2026.
• · Proposal 3: Approval of reverse stock split and charter amendment with final ratio determined by the Board.
• · Required quorum is one-third (33 1/3%) of outstanding shares.
• · Proposals 1 and 3 are non-routine; broker non-votes may occur. Proposal 2 is routine.
• · Election of directors requires plurality vote; ratification requires majority of shares present and entitled to vote.
• · Stockholder proposals for 2027 annual meeting and proxy materials mailing date are specified.

13-07-2026

SharonAI Holdings, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting, setting the record date as December 31, 2025, with 35,268,686 Class A shares and 136,341 Class B shares outstanding. The meeting will seek stockholder votes on four proposals: ratification of HoganTaylor LLP as auditor, election of two Class I directors, approval of an Equity Plan Amendment, and approval of a Pre-Funded Warrant Exercise. The proxy highlights that directors and officers as a group hold 45.94% of voting control, with significant insider ownership concentrated among Andrew Leece, James Manning, and Nicholas Hughes Jones, each holding 33.33% of Class B shares.

• · The record date for the 2026 Annual Meeting is December 31, 2025.
• · Quorum requires 28,541,624 votes (majority of 57,083,246 total votes outstanding).
• · Proposal 1 (ratification of HoganTaylor LLP) is a routine matter; brokers may vote uninstructed shares on this proposal.
• · Proposals 2, 3, and 4 are non-routine; broker non-votes will not affect the outcome.
• · Stockholder proposals for the 2027 Annual Meeting must be received by March 19, 2027 for inclusion in proxy materials.
• · Director nominations outside Rule 14a-8 must be received between April 26, 2027 and May 29, 2027.
• · Voting results will be reported on Form 8-K within four business days after the meeting.
• · Andrew Leece, James Manning, and Nicholas Hughes Jones each hold 33.33% of Class B Super Common Stock, giving them significant voting control.
• · Situational Awareness Partners LP holds 19.99% of Class A Ordinary Common Stock.
• · All officers and directors as a group hold 12.99% of Class A shares and 100% of Class B shares.

13-07-2026

Rare Element Resources Ltd. filed a definitive proxy statement (DEF 14A) on July 13, 2026, for its Annual Meeting of Shareholders to be held on August 26, 2026, in Upton, Wyoming. The meeting will include the election of directors, the appointment of Haynie & Company as the independent auditor, and a non-binding advisory vote on executive compensation. The filing provides detailed financial and governance information for the fiscal year ended December 31, 2025, but does not disclose any specific financial results or performance metrics for that period.

• · The annual meeting will be held in person at the Upton Community Center in Upton, Wyoming.
• · The record date for shareholders entitled to vote is July 2, 2026.
• · Proxy materials are available online at http://materials.proxyvote.com/75381M.
• · The filing includes a Cost Share Agreement with General Atomics and professional services agreements with related parties.
• · The company's corporate headquarters are in Firestone, Colorado.