Executive Summary
This executive compensation digest reveals a bifurcated landscape across the 13 filings. On one side, high-performance companies like Logitech and Transcat are rewarding executives with above-target bonuses and record PSU vesting, signaling strong operational momentum and management confidence.
Conversely, several micro-cap and special situation filings, including VisionWave Holdings and CalciMedica, present complex governance proposals with heavy equity dilution, insider-driven transactions, and potential for significant shareholder value transfer. A notable theme is the prevalence of reverse stock split proposals (CalciMedica, VisionWave) and M&A-related compensation (First Seacoast, Forum Funds), which create both risks and opportunities for investors. The lack of insider selling or buying in most filings, combined with the high number of routine 'Say on Pay' votes, suggests a generally stable but cautious executive compensation environment, with the most actionable signals coming from the few companies with strong financial performance and clear forward-looking guidance.
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 July 21, 2026.
Investment Signals (10)
- Logitech International ↓ (BULLISH)▲
FY2026 sales grew 6% YoY to $4.84B, GAAP operating income surged 18% YoY to $775M, and GAAP EPS rose 16% YoY to $4.80. Annual bonus payouts hit 152% of target and PSUs vested at 193% of target, indicating management is being rewarded for exceptional operational execution. The new $1.4B buyback program ($2B over 3 years) signals strong capital return commitment.
- Transcat ↓ (BULLISH)▲
Reported double-digit revenue growth across both segments in FY2026 and completed its largest acquisition ever (Essco Calibration Laboratory). This growth trajectory, combined with a fully independent board (8 of 9 directors), suggests strong governance and operational momentum.
- First Seacoast Bancorp ↓ (BULLISH)▲
Merger agreement at $17.25 per share cash provides a clear, immediate exit for shareholders. The board unanimously recommends the deal, and the special meeting is set for August 27, 2026. This creates a near-term catalyst with a fixed valuation floor.
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The company is seeking approval for a new 2026 Omnibus Equity Plan authorizing 7,000,000 new shares (~25% dilution) and five separate share issuances for acquisitions. While this signals aggressive growth through M&A, the massive potential dilution is a significant concern. The 0.9% increase in shares outstanding since June 29 suggests pre-funding of deals. [MIXED/BEARISH]
- CalciMedica ↓ (BEARISH)▲
Seeking to increase authorized shares by 7,500,000 (24% dilution) under the 2023 Equity Incentive Plan and a reverse stock split. This is a strong signal that the company needs to raise capital or issue shares for acquisitions, potentially diluting existing holders.
- Goldman Sachs ETF Trust/Trust ↓ (NEUTRAL)▲
Proposing to reclassify three emerging markets funds from 'diversified' to 'non-diversified'. This allows GSAM to concentrate holdings, potentially reducing tracking error for the ETF. However, it increases single-issuer risk for investors. The vote is on October 20, 2026.
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Following Carlyle Group's acquisition of MAI Capital Management, the new advisory agreement has substantially the same terms, fees, and portfolio managers. MAI has committed to continue its fee waiver through at least September 2028, providing cost certainty for investors.
- Hamilton Lane ↓ (BEARISH)▲
The dual-class share structure (Class A: 1 vote, Class B: 10 votes) concentrates control with insiders. While the proxy is routine, this structure is a persistent governance risk for minority shareholders.
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With 124.8M shares outstanding and a low quorum requirement of 41.6M shares (33.3%), the company is vulnerable to low shareholder turnout, which could give outsized influence to a small group of activist or management-friendly voters. [NEUTRAL/BEARISH]
- Network-1 Technologies ↓ (NEUTRAL)▲
The proxy is entirely routine (director elections, Say on Pay, auditor ratification) with no material executive compensation changes or financial performance data provided. This signals a stable, low-event period for the company.
Risk Flags (9)
- VisionWave Holdings / Extreme Dilution Risk↓ [HIGH RISK]▼
The company is asking for approval of a new 7M share equity plan AND five separate share issuances for acquisitions. Combined, this could represent over 50% dilution from the current 27.6M shares outstanding. The 1-for-250 reverse split proposal also signals a stock price under severe pressure.
- CalciMedica / Reverse Split & Dilution↓ [HIGH RISK]▼
The proposal for a reverse stock split combined with a 7.5M share increase for the equity plan is a classic red flag for a micro-cap in distress. The reverse split often precedes further price declines, and the dilution will hit existing holders.
- First Seacoast Bancorp / Taxable Merger↓ [MEDIUM RISK]▼
The $17.25 cash-out merger is taxable for U.S. federal income tax purposes. Shareholders will face a tax event, which could lead to selling pressure post-announcement if the deal is seen as a forced exit.
- Logitech / Section 16(a) Filing Lapses↓ [LOW RISK]▼
The filing notes a late option exercise report for an executive (Mr. Arunkundrum) and one-day-late RSU grant reports for multiple directors. While minor, repeated late filings can indicate weak internal controls over insider trading compliance.
- Goldman Sachs Funds / Concentration Risk [MEDIUM RISK]▼
The reclassification to 'non-diversified' allows the funds to invest more heavily in single issuers. This increases volatility and the risk of significant losses from a single adverse event, which may not align with all shareholders' risk tolerance.
- Monroe Federal Bancorp / 10% Voting Cap↓ [MEDIUM RISK]▼
The 10% beneficial ownership voting cap can disenfranchise large shareholders and entrench management. It also makes the stock less attractive to activist investors who could otherwise unlock value.
- Hamilton Lane / Dual-Class Structure↓ [MEDIUM RISK]▼
The 10:1 voting ratio for Class B shares gives insiders disproportionate control. This is a structural governance risk that limits shareholder ability to influence executive compensation or board composition.
- Jones Soda Co / Low Quorum Risk↓ [MEDIUM RISK]▼
A quorum of only 33.3% (41.6M shares) means a small, motivated group could control the outcome of votes, including Say on Pay and director elections. This is a governance vulnerability.
- BlackSky Technology / No Financial Data↓ [LOW RISK]▼
The proxy contains no period-over-period comparisons or financial results. This lack of transparency makes it difficult to assess if executive compensation is aligned with performance.
Opportunities (8)
- First Seacoast Bancorp / Merger Arbitrage↓ (OPPORTUNITY)◆
The $17.25 cash merger provides a clear arbitrage opportunity. With the special meeting on August 27, 2026, investors can capture the spread if the stock trades below the offer price. The deal is fully financed and board-recommended.
- Logitech / Capital Return Catalyst↓ (OPPORTUNITY)◆
The new $1.4B buyback program, part of a $2B three-year commitment, represents a significant capital return catalyst. With strong earnings growth (EPS +16% YoY) and a proven track record, Logitech is a prime candidate for continued share price appreciation.
- Transcat / Post-Acquisition Growth↓ (OPPORTUNITY)◆
The largest acquisition in company history (Essco Calibration Laboratory) combined with double-digit revenue growth creates a powerful growth narrative. The declassified board structure (fully independent by 2028) also improves governance, potentially attracting institutional investors.
- Forum Funds / Fee Waiver Stability↓ (OPPORTUNITY)◆
The continuation of MAI's fee waiver through at least September 2028 provides cost certainty for the MAI Managed Volatility Fund. This is a positive for yield-focused investors in a volatile rate environment.
- Goldman Sachs ETF Trust / Tracking Error Reduction↓ (OPPORTUNITY)◆
If the reclassification to non-diversified is approved, the EM Equity ETF can better track its index by holding issuers at their index weightings. This could reduce tracking error and improve performance for passive investors.
- CalciMedica / Potential for Turnaround↓ (SPECULATIVE OPPORTUNITY)◆
The reverse stock split and equity plan authorization could be a precursor to a strategic acquisition or capital raise that transforms the company. For high-risk-tolerant investors, this could be a pre-turnaround entry point.
- VisionWave Holdings / M&A Roll-Up Thesis↓ (SPECULATIVE OPPORTUNITY)◆
The five separate acquisition proposals (QuantumSpeed, xClibre, SaverOne, BladeRanger, Foresight) indicate a aggressive roll-up strategy in adjacent tech spaces. If successfully integrated, this could create a diversified tech platform.
- Network-1 Technologies / Stable Governance↓ (LOW VOLATILITY OPPORTUNITY)◆
For investors seeking low-volatility, low-event holdings, Network-1's routine proxy with no contentious proposals provides a safe harbor. The virtual meeting format also reduces costs.
Sector Themes (5)
- Micro-Cap Dilution & Reverse Splits◆
Two of the 13 filings (CalciMedica, VisionWave) feature proposals for significant equity dilution and reverse stock splits. This is a common pattern among micro-cap companies with struggling stock prices, signaling a need for capital or a desire to maintain exchange listing. Investors should be wary of the dilutive impact.
- M&A-Driven Compensation & Governance◆
Three filings (First Seacoast, Forum Funds, VisionWave) are directly tied to M&A activity. First Seacoast is being acquired, Forum Funds is changing advisors due to a parent acquisition, and VisionWave is issuing shares for multiple acquisitions. This highlights how M&A creates a flurry of proxy activity and potential value events.
- Strong Performance Driving Above-Target Pay◆
Logitech and Transcat both reported strong financial results (revenue growth, margin expansion) that led to above-target bonus payouts and PSU vesting. This alignment of pay and performance is a positive signal for investors in these companies.
- Governance Structure as a Key Differentiator◆
The filings reveal a wide range of governance quality. Transcat and Logitech have strong independent boards and transparent pay practices, while Hamilton Lane and Monroe Federal have dual-class or capped voting structures that entrench insiders. Governance quality is a critical factor for long-term investors.
- Routine 'Say on Pay' Dominates, But Watch for Exceptions◆
The majority of filings (Network-1, BlackSky, Jones Soda, Monroe Federal) feature routine, non-binding Say on Pay votes with no controversy. However, the complex proposals at VisionWave and CalciMedica are the exceptions that require close scrutiny, as they involve significant shareholder value decisions.
Watch List (8)
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Watch for the shareholder vote on the $17.25 cash merger on August 27, 2026. Any indication of dissent or a competing bid could create volatility. [Date: August 27, 2026]
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The vote on the reverse stock split and equity plan increase on August 19, 2026 will be a key indicator of shareholder sentiment. A failed vote could trigger a significant stock price decline. [Date: August 19, 2026]
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The September 1, 2026 meeting will determine the fate of the massive equity dilution and five acquisition proposals. The outcome will define the company's future capital structure and strategy. [Date: September 1, 2026]
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The filing notes that FY2027 incentives will assign higher weighting to revenue goals vs. non-GAAP operating income. Watch for Q1 FY2027 earnings to see if this shift changes management's strategic focus towards top-line growth over profitability. [Date: Q1 FY2027 Earnings]
- Goldman Sachs Funds / Special Meeting👁
The October 20, 2026 vote on the reclassification to non-diversified funds will be a test of shareholder risk appetite. If approved, monitor the funds' subsequent concentration levels. [Date: October 20, 2026]
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Monitor Transcat's next earnings report for updates on the integration of Essco Calibration Laboratory and whether the double-digit growth trajectory is maintained. [Date: Next Earnings Call]
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Watch for any changes in the MAI Managed Volatility Fund's strategy or fee structure following Carlyle Group's acquisition. The fee waiver commitment through 2028 provides a floor, but changes beyond that are possible. [Date: Ongoing]
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The low quorum requirement makes the September 4, 2026 annual meeting a watch item for potential governance surprises if turnout is low. [Date: September 4, 2026]
Filing Analyses
(13)
23-07-2026
Network-1 Technologies, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders to be held virtually on September 16, 2026. The meeting will include the election of four directors, an advisory vote on executive compensation (Say on Pay), and ratification of Grassi & Co., CPAs, P.C. as independent auditor. As of the July 22, 2026 record date, the company had 22,863,181 shares of common stock outstanding.
- · Annual Meeting will be held virtually at https://edge.media-server.com/mmc/p/2x9f4ex5 with password network2026.
- · Record date for voting is July 22, 2026; proxy materials first sent on or about August 3, 2026.
- · Proposals include: (1) Election of four directors, (2) Advisory Say on Pay vote, (3) Ratification of auditor Grassi & Co., CPAs, P.C.
- · Broker non-votes will not affect Proposal 1 (plurality vote) or Proposal 2 (majority vote), but abstentions count as 'against' on Proposals 2 and 3.
- · Proposal 3 (auditor ratification) is considered a routine matter; brokers may vote uninstructed shares on this proposal.
- · Final voting results will be reported via Form 8-K within four business days after the meeting.
23-07-2026
CalciMedica, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held virtually on August 19, 2026. The Board recommends voting FOR all eight proposals, including the election of two Class III directors, ratification of Baker Tilly US, LLP as auditor, an amendment to the 2023 Equity Incentive Plan to increase authorized shares by 7,500,000, an advisory vote on executive compensation (say-on-pay), a one-year frequency for say-on-pay votes, a reverse stock split with a corresponding reduction in authorized shares, and two Nasdaq-related warrant issuance proposals. The record date is July 21, 2026, with 30,736,401 shares outstanding and entitled to vote.
- · Annual Meeting will be held virtually at www.proxydocs.com/CALC on August 19, 2026 at 9:00 a.m. Pacific Time.
- · Proxy materials first mailed on or about July 23, 2026.
- · Proposal No. 6 seeks approval of a reverse stock split and a corresponding proportionate reduction in authorized shares of common stock.
- · Proposal No. 7 and Proposal No. 8 are required for compliance with Nasdaq Listing Rules 5635(d) and 5635(c), respectively.
- · Proposals 1, 3, 4, 5, 7, and 8 are non-routine matters; Proposals 2 and 6 are routine matters.
- · No director or executive officer has a substantial interest in any matter other than elections, equity awards, and the warrant issuances.
23-07-2026
BlackSky Technology Inc. filed a definitive proxy statement (DEF 14A) on July 23, 2026, for its 2026 annual meeting of stockholders to be held virtually on September 10, 2026. The meeting will include the election of three Class II directors (Susan Gordon, Timothy Harvey, and William Porteous), ratification of Deloitte & Touche LLP as independent auditor for FY2026, and a non-binding advisory vote on executive compensation (Say-on-Pay). The record date is July 16, 2026, with 40,921,626 shares of common stock outstanding. No financial results or period-over-period comparisons are included in this filing.
- · Annual meeting will be held virtually on September 10, 2026 at 1:00 p.m. Eastern time.
- · Record date for voting is July 16, 2026.
- · Proposals include election of three Class II directors, ratification of Deloitte & Touche LLP as auditor for FY2026, and non-binding Say-on-Pay vote.
- · Board recommends voting FOR all proposals.
- · No financial results or compensation figures are disclosed in this filing.
23-07-2026
Logitech International S.A. filed its DEF 14A proxy statement for the 2026 Annual General Meeting, reporting strong financial results for fiscal year 2026 with sales of $4.84 billion (up 6% YoY), GAAP operating income of $775 million (up 18% YoY), and GAAP EPS of $4.80 (up 16% YoY). The Compensation Committee highlighted above-target annual bonus payouts at 152% of target and PSU vesting at 193% of target, while also noting a late Section 16(a) filing for an option exercise and one-day-late RSU grant reports for multiple directors. The company approved a new $1.4 billion share buyback program as part of a $2 billion commitment over three years.
- · The Audit Committee recommended inclusion of audited consolidated financial statements in the Form 10-K for FY ended March 31, 2026.
- · Section 16(a) filings: Mr. Arunkundrum's September 4, 2026 option exercise was reported late in a Form 4 amendment filed September 17, 2026; RSU grants to multiple directors on September 9, 2026 were reported one day late on September 12, 2026.
- · For FY 2027, both short- and long-term incentives will assign higher weighting to revenue goals than non-GAAP operating income goals.
- · The ESG goal in the Annual Bonus Plan is assessed based on Logitech's absolute gross carbon reduction.
- · Prakash Arunkundrum resigned effective September 28, 2025 and did not receive FY 2026 bonus or PSU vesting.
- · The revised PSU design uses three one-year performance periods within a three-year cycle, with revenue and non-GAAP operating income measured annually and relative TSR assessed over the full three-year period.
23-07-2026
Hamilton Lane Inc. filed its definitive proxy statement (DEF 14A) on July 23, 2026, for the 2026 Annual Meeting of Stockholders to be held virtually on September 10, 2026. The meeting will include the election of three Class I directors (David J. Berkman, Juan Delgado-Moreira, and O. Griffith Sexton), an advisory vote on named executive officer compensation, and ratification of Ernst & Young LLP as the independent auditor for fiscal year ending March 31, 2027. The board recommends a 'FOR' vote on all proposals.
- · Annual Meeting will be held virtually via live audio webcast on September 10, 2026 at 9:30 a.m. Eastern Time.
- · Stockholders of record as of July 13, 2026 are entitled to vote.
- · Class A common stock has one vote per share; Class B common stock has ten votes per share.
- · The board recommends a 'FOR' vote on all three proposals.
- · Proxy materials are first made available on or about July 23, 2026.
23-07-2026
First Seacoast Bancorp, Inc. (FSEA) has filed a definitive proxy statement (DEFM14A) for a special meeting on August 27, 2026, to seek stockholder approval of its merger with Cambridge Financial Group, Inc. Under the Merger Agreement, each share of FSEA common stock will be converted into the right to receive $17.25 in cash. The board unanimously recommends voting 'FOR' the merger, the related compensation proposal, and an adjournment proposal if needed. However, failure to vote will count as a vote 'Against' the merger, and the transaction is taxable for U.S. federal income tax purposes.
- · The special meeting will be held on August 27, 2026, at 10:00 a.m. local time at First Seacoast Bank's main office in Dover, New Hampshire.
- · The Merger Agreement was entered into on May 4, 2026.
- · Approval requires the affirmative vote of holders of at least a majority of outstanding shares entitled to vote.
- · Directors and officers hold approximately 5.8% of eligible votes; voting agreements cover approximately 6.6% of eligible votes.
- · The merger is taxable for U.S. federal income tax purposes.
- · Conditions include regulatory approvals from the FRB and OCC.
23-07-2026
Jones Soda Co. is holding its 2026 Annual Meeting of Shareholders virtually on September 4, 2026. Shareholders will vote on the election of four directors, an advisory vote on 2025 named executive officer compensation, and ratification of Davidson & Company LLP as independent auditor for fiscal 2026. The record date is July 13, 2026, with 124,836,058 shares outstanding.
- · Virtual meeting format; shareholders need a 16-digit control number to attend and vote.
- · Quorum requires one-third of outstanding shares, or 41,612,020 shares.
- · Proxy materials available online at https://www.jonessoda.com/pages/sec.
- · Notice of Internet Availability mailed on or about July 23, 2026.
23-07-2026
Goldman Sachs ETF Trust and Goldman Sachs Trust are holding a Joint Special Meeting on October 20, 2026, to seek shareholder approval to reclassify three emerging markets equity funds from 'diversified' to 'non-diversified' under the 1940 Act, and to eliminate related fundamental investment restrictions. The change would give GSAM greater flexibility to concentrate investments in individual issuers, potentially reducing tracking error for the ETF and allowing active managers to add to favored positions. However, shareholders should note that non-diversified funds are more susceptible to losses from adverse developments affecting any single issuer.
- · Meeting will be held virtually on October 20, 2026 at 11 a.m. Eastern Time via live webcast at www.virtualshareholdermeeting.com/GSMF2026.
- · Shareholders can vote by mail, Internet (www.proxyvote.com), telephone, or during the virtual meeting.
- · Broadridge is serving as proxy solicitor and tabulator; contact number (833) 481-3482.
- · If the proposal is not approved for a fund, that fund will remain diversified and subject to its current fundamental investment restriction.
- · Shareholders of each fund vote separately on a fund-by-fund basis; approval or rejection for one fund does not affect the others.
- · The Board of each fund unanimously recommends a vote 'FOR' Proposal 1.
23-07-2026
Goldman Sachs Trust and Goldman Sachs ETF Trust are holding a Joint Special Meeting on October 20, 2026, to seek shareholder approval to reclassify three emerging markets equity funds from 'diversified' to 'non-diversified' under the 1940 Act. The change would give GSAM greater flexibility to concentrate investments in single issuers, potentially improving index tracking for the ETF and allowing active managers to add to favored positions. However, the proposal also increases each fund's susceptibility to losses from any single issuer, and if not approved, the funds will remain diversified.
- · Meeting will be held virtually on October 20, 2026 at 11 a.m. Eastern Time.
- · Shareholders of each fund vote separately on a fund-by-fund basis.
- · If approved, the EM Equity ETF would be able to invest in index issuers at their index weightings to reduce tracking error.
- · If not approved for a fund, that fund remains diversified and subject to its current fundamental investment restriction.
- · Broadridge is serving as proxy solicitor and tabulator; contact number: (833) 481-3482.
- · The Board of each fund unanimously recommends a vote 'FOR' Proposal 1.
23-07-2026
Monroe Federal Bancorp, Inc. (MFBI) filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders to be held on August 24, 2026. The meeting will include the election of one director and a vote to ratify the appointment of Wipfli LLP as the independent auditor for the fiscal year ending March 31, 2027. As of June 30, 2026, the company had 541,434 shares of common stock outstanding, with each share entitled to one vote, subject to a 10% voting cap on beneficial ownership.
- · Annual meeting date: August 24, 2026 at 3:30 p.m. local time at Tipp City West Office, 985 West Main Street, Tipp City, Ohio.
- · Record date for voting: June 30, 2026.
- · Board unanimously recommends voting FOR the election of the director nominee and FOR ratification of Wipfli LLP as independent auditor.
- · Directors must be elected by a plurality of votes cast; ratification requires affirmative vote of a majority of votes cast.
- · Broker non-votes will have no effect on the election of directors or the ratification proposal.
- · The company has adopted Nasdaq's definition of independent director; all directors except Lewis R. Renollet are considered independent.
- · Board leadership structure separates Chairman (Andrew L. Davidson) and CEO (Lewis R. Renollet) roles.
- · All standing committees (Audit, Compensation, Nominating) are comprised solely of independent directors.
- · Internet voting deadline: 11:59 p.m. Eastern time on August 23, 2026.
- · ESOP participants must return voting instruction cards by August 17, 2026.
23-07-2026
VisionWave Holdings, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held virtually on September 1, 2026. The meeting includes 10 proposals, such as approval of a new 2026 Omnibus Equity Incentive Plan authorizing 7,000,000 shares, election of nine directors, an advisory vote on executive compensation, ratification of independent auditor RBSM LLP, a reverse stock split of up to 1-for-250, and five separate share issuances under Nasdaq Listing Rule 5635 for acquisitions involving Adrian Holdings (QuantumSpeed), Dream America (xClibre), SaverOne, BladeRanger/Solar Drone, and Foresight Autonomous Holdings. As of the record date (July 13, 2026), there were 27,582,069 shares outstanding, up from 27,332,069 on June 29, 2026, reflecting a 0.9% increase in shares outstanding over that period.
- · The annual meeting will be held virtually on September 1, 2026 at 10:00 a.m. Eastern Time.
- · Record date for voting is July 13, 2026.
- · A quorum requires 33.3% of outstanding shares.
- · Proposal 5 (reverse stock split) requires a majority of outstanding shares, so abstentions and broker non-votes count as 'against'.
- · Proposals 6-10 each require approval for share issuances under Nasdaq Listing Rule 5635 in connection with specific acquisitions.
23-07-2026
Transcat, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Shareholders to be held virtually on September 9, 2026. The Board recommends voting FOR the election of six director nominees, FOR the advisory vote on executive compensation, and FOR the ratification of Deloitte & Touche LLP as the independent auditor for fiscal 2027. The company reported double-digit revenue growth across both segments in fiscal 2026 and completed the largest acquisition in its history (Essco Calibration Laboratory), but also noted that the Board is still in the process of declassification (to be fully declassified by 2028).
- · The Annual Meeting will be held virtually on September 9, 2026 at 12:00 p.m. Eastern Time.
- · Record date for voting is July 13, 2026.
- · The Board is composed of 9 directors, 8 of whom are independent (all except CEO Jaime Irick).
- · The company completed the acquisition of Essco Calibration Laboratory (largest in its history) during fiscal 2026, and after fiscal year-end acquired SCM Metrology and Laboratories S.A. in Costa Rica.
- · Shareholders approved declassification of the Board with 99% of votes cast at the 2024 Annual Meeting; the Board will be fully declassified by the 2028 annual meeting.
- · The company operates calibration labs in embedded customer-site locations and has ISO/IEC 17025 scopes of accreditation.
- · The company's two operating segments are Service and Distribution.
23-07-2026
Forum Funds filed a definitive proxy statement (DEF 14A) on July 23, 2026, seeking shareholder approval of a new Investment Advisory Agreement for the MAI Managed Volatility Fund following a change of control at MAI Capital Management. The change resulted from Carlyle Group's acquisition of MAI's parent entity, which closed on June 4, 2026, causing automatic termination of the original advisory agreement. The Board unanimously recommends voting 'FOR' the new agreement, which has substantially the same terms, fee rates, and portfolio managers as the original, and MAI has committed to continue its fee waiver through at least September 30, 2028.
- · The special meeting is scheduled for September 14, 2026, at 10:00 a.m. Eastern Time at Apex Fund Services offices in Portland, Maine.
- · Record date for shareholders entitled to vote is June 30, 2026.
- · Approval requires a 'majority of the outstanding voting securities' of the Fund (lesser of 67% of shares present if >50% quorum, or >50% of outstanding shares).
- · MAI will bear all costs and expenses related to the proxy solicitation, regardless of outcome.
- · If the New Agreement is not approved within 150 days, the Board may consider alternative advisory arrangements or liquidation of the Fund.
- · The fee waiver currently in effect will continue until at least September 30, 2028.
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