US Executive Compensation Proxy SEC Filings — July 24, 2026

24-07-2026

USA Rare Earth, Inc. (USAR) is soliciting stockholder approval for a merger with SVRE Holdings Ltd., a BVI company, via a share issuance of 126,849,307 shares of USAR common stock. Upon completion, SVRE securityholders will own approximately 34.1% of USAR's outstanding common stock. The special meeting is scheduled for August 28, 2026, and the board recommends voting 'FOR' the share issuance and adjournment proposals.

• · The special meeting will be held virtually on August 28, 2026, at 10:00 a.m. Eastern Daylight Time.
• · Record date for voting is July 22, 2026.
• · Holders of Common Stock get one vote per share; Series A Preferred Stock holders get votes equal to shares held multiplied by 2.00998.
• · The merger agreement was dated April 19, 2026.
• · The company was formerly known as Inflection Point Acquisition Corp. II until March 22, 2023.
• · Risk factors are discussed beginning on page 20 of the proxy statement.
• · Appraisal rights are available for the merger.
• · The merger is subject to Nasdaq listing conditions.
• · The company has a 12% Series A Cumulative Convertible Preferred Stock.
• · The company's SIC classification is Metal Mining (1000).

24-07-2026

Deckers Outdoor Corporation filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders to be held virtually on September 14, 2026. The company reported strong FY 2026 financial results with revenue of $5.47B (up 9.8% YoY), operating margin of 23.1%, and diluted EPS of $7.02. However, the filing also highlights governance changes including a new Board Chair and the addition of a new independent director, while noting that 9 of 10 director nominees are independent and 50% are ethnically diverse.

• · The annual meeting will be held virtually on September 14, 2026 at 1:00 p.m. Pacific Time.
• · Record date for voting is July 16, 2026.
• · Three proposals: elect 10 directors, ratify KPMG as auditor, and advisory vote on executive compensation.
• · Board recommends FOR all proposals.
• · Cynthia L. Davis appointed as Board Chair on May 22, 2025; Victor Luis named Chair of Talent & Compensation Committee.
• · Patrick J. Grismer elected as director on September 8, 2025 and appointed to Audit & Risk Management Committee.
• · Maha S. Ibrahim moved from Audit & Risk Management to Corporate Responsibility, Sustainability & Governance Committee.
• · All products are manufactured by independent third-party contractors.

24-07-2026

RBC Bearings' fiscal 2026 proxy statement highlights record revenues, gross margin, adjusted EBITDA, and net income, with net sales up 14.3% YoY to $1,870.9 million and net income up 16.8% to $287.6 million. The company also generated record free cash flow, used to reduce debt and acquire VACCO Industries, and delivered a 5-year CAGR of 25.2% for net sales. However, the filing notes the retirement of a Class III director and a reduction in board size, and the CEO is 81 years old, raising potential succession concerns.

• · The company has been publicly listed since 2005 and is traded on the NYSE.
• · Approximately 70% of sales are sole, single, or primary sourced.
• · The CEO/COO performance-based compensation plan achieved 113.5% of target.
• · The board will be reduced from nine to eight directors after Frederick J. Elmy's retirement.
• · The CEO, Dr. Michael J. Hartnett, is 81 years old and has been with RBC for over 30 years.

24-07-2026

ePlus Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Shareholders scheduled for September 10, 2026. The filing includes four proposals: election of nine directors (eight independent), an advisory vote on executive compensation (say-on-pay), ratification of Deloitte & Touche LLP as independent auditor, and an amendment to increase authorized common shares from 50 million to 75 million. The company completed the divestiture of its U.S. financing business on June 30, 2025, positioning itself as a pure-play technology solutions provider. The say-on-pay proposal received approximately 89.4% shareholder approval at the prior year's meeting.

• · The annual meeting will be held at The Westin Washington Dulles Airport, Herndon, Virginia on September 10, 2026 at 8:30 a.m. ET.
• · Record date for voting is July 17, 2026.
• · Proxy materials began mailing on July 24, 2026.
• · Deloitte & Touche LLP has served as the independent auditor since 1990.
• · Erica S. Stoecker was appointed as an executive officer effective October 20, 2025.

24-07-2026

OS Therapies Inc (OSTX) filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders to be held virtually on September 9, 2026. Stockholders will vote on the election of six directors, the amendment and restatement of the 2023 Incentive Compensation Plan, and the ratification of MaloneBailey, LLP as the independent auditor for FY2026. The record date is July 21, 2026, with 45,538,101 common shares and 392,500 Series A preferred shares outstanding.

• · Annual Meeting will be held virtually on September 9, 2026 at 10:00 AM Eastern time.
• · Record date for voting is July 21, 2026.
• · Proxy materials first mailed to stockholders on or about July 31, 2026.
• · Quorum requires one-third of voting power of outstanding common and Series A preferred stock.
• · Series A preferred stock votes with common stock on an as-converted basis (392,500 shares convertible into 415,343 common shares).
• · Proposals include: (1) election of six directors, (2) approval of amended 2023 Incentive Compensation Plan, (3) ratification of MaloneBailey, LLP as auditor for FY2026.

24-07-2026

BIO-key International, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders to be held on September 3, 2026. The meeting will include the election of five directors, ratification of M&K CPAs, PLLC as independent auditor for FY2026, and an advisory vote on executive compensation. As of the record date (July 15, 2026), the company had 1,087,360 shares of common stock outstanding.

• · Annual Meeting date: September 3, 2026, at 10:00 a.m. local time at 101 Crawfords Corner Road, Suite 4116, Holmdel, NJ 07733.
• · Record date for voting: July 15, 2026.
• · Proposals: (1) Election of five directors; (2) Ratification of M&K CPAs, PLLC as independent auditor for FY2026; (3) Advisory vote on executive compensation.
• · Directors are elected by plurality; ratification of auditor and advisory compensation vote require majority of shares present and entitled to vote.
• · Broker non-votes are expected only on Proposals 1 and 3; no broker non-votes expected on Proposal 2.
• · Proxy materials were mailed on or about July 24, 2026, along with the Annual Report on Form 10-K for FY2025.

24-07-2026

NetScout Systems, Inc. filed its definitive proxy statement (DEF 14A) on July 24, 2026, for the 2026 Annual Meeting of Stockholders to be held on September 9, 2026. Key proposals include the election of three Class III directors, an advisory vote on executive compensation, and the approval of amendments to the 2019 Equity Incentive Plan and the 2011 Employee Stock Purchase Plan. The filing also seeks ratification of KPMG LLP as the independent auditor for fiscal year ending March 31, 2027.

• · The record date for voting is July 13, 2026.
• · The proxy materials are being distributed beginning on or about July 28, 2026.
• · The meeting will be held at the company's headquarters at 310 Littleton Road, Westford, MA 01886.

24-07-2026

Houlihan Lokey, Inc. filed its definitive proxy statement (DEF 14A) on July 24, 2026, for the 2026 Annual Meeting of Stockholders to be held on September 16, 2026. The meeting will include the election of four Class II directors, an advisory vote on executive compensation, ratification of KPMG LLP as independent auditor for fiscal year ending March 31, 2027, and approval of the Second Amended and Restated 2016 Incentive Award Plan. The board recommends a vote FOR all proposals, and the HL Voting Trust holds sufficient shares to ensure the election of director nominees.

• · Annual Meeting date: September 16, 2026 at 8:00 a.m. Pacific Time at 10250 Constellation Blvd., 5th Floor, Los Angeles, CA 90067.
• · Record Date for voting: July 23, 2026.
• · Holders of Class A common stock have one vote per share; Class B common stock holders have ten votes per share.
• · HL Voting Trust holds all shares beneficially owned by HL Holders and votes them; individual HL Holders do not receive proxy cards.
• · No stockholder proposals were received.
• · Quorum requires a majority of voting power of outstanding shares.

24-07-2026

Knightscope, Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders to be held virtually on September 2, 2026. Stockholders will vote on the election of four directors (William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie), ratification of BPM LLP as independent auditor for FY2026, and approval of a second amendment to the 2022 Equity Incentive Plan to increase available Class A Common Stock by 10,000,000 shares. As of the record date of July 15, 2026, the company had 19,856,782 shares of Class A Common Stock and 290,095 shares of Class B Common Stock outstanding, with Class B shares carrying ten votes per share.

• · The company is an 'emerging growth company' under the JOBS Act and may remain so until December 31, 2027, unless it issues more than $1B in non-convertible debt or has annual gross revenues of $1.235B or more.
• · The Annual Meeting will be held virtually; stockholders must register at www.envisionreports.com/KSCP to attend and vote.
• · Class B Common Stock carries ten votes per share, while Class A Common Stock carries one vote per share; cumulative voting is not permitted.
• · The record date for the meeting is July 15, 2026.

24-07-2026

NanoVibronix, Inc. (NAOV) filed a DEF 14A proxy statement on July 24, 2026, seeking stockholder approval for a reverse stock split (ratio range 1-for-2 to 1-for-50) to regain compliance with Nasdaq's minimum bid price requirement. The company received a Staff Determination Letter on July 10, 2026, noting its stock had been below $1.00 for 30 consecutive business days, and is ineligible for the standard 180-day compliance period due to two reverse stock splits in the prior year (1-for-11 on March 13, 2025, and 1-for-10 on August 12, 2025). While the board intends to effect the split as soon as practicable, there is no assurance that the split will increase the stock price over the long term or prevent delisting.

• · The company's common stock is listed on Nasdaq under the symbol 'FEED'.
• · Alpha Capital Anstalt, a Liechtenstein-based entity, beneficially owns 928,737 shares (9.99% of outstanding common stock), including shares issuable upon exercise of warrants.
• · Dr. Doron Besser beneficially owns 1,137,725 shares (12.2% of outstanding common stock), primarily from restricted stock units.
• · The company has 40,517,331 authorized shares of capital stock (40,000,000 common, 517,331 preferred).
• · The reverse stock split will not change the number of authorized shares or par value.
• · If implemented, fractional shares may result in some stockholders receiving one whole share in lieu of a fractional share.
• · The board has sole discretion to determine the exact split ratio and whether to abandon the split entirely.
• · The company intends to request a hearing before a Nasdaq Panel to appeal the Staff's determination, which will stay any suspension or delisting pending the Panel's decision.

24-07-2026

NYLI MacKay DefinedTerm Muni Opportunities Fund (MMD) is holding its Annual Meeting of Shareholders on October 1, 2026, to elect three Class II Trustees: Alan R. Latshaw, Karen Hammond, and Stephanie Lynch. The Fund will also change its name to NYLIM MacKay DefinedTerm Muni Opportunities Fund on or about August 28, 2026. The Board recommends voting 'FOR' all nominees, and the proposal is considered routine, so no broker non-votes are expected.

• · Record date for voting is July 6, 2026.
• · Proxy materials first mailed on or about July 28, 2026.
• · Quorum requires presence of 33⅓% of outstanding shares.
• · The Fund will change its name to NYLIM MacKay DefinedTerm Muni Opportunities Fund on or about August 28, 2026.
• · The Fund is a closed-end management investment company organized as a Delaware statutory trust.

24-07-2026

NYLI CBRE Global Infrastructure Megatrends Term Fund (MEGI) filed a definitive proxy statement (DEF 14A) for its Annual Meeting of Shareholders to be held on October 1, 2026. The sole proposal is the election of nine Trustees across three classes (Class I, II, and III), with each class serving staggered three-year terms. The Board recommends voting 'FOR' all nominees. The Fund also announced it will change its name to NYLIM CBRE Global Infrastructure Megatrends Term Fund on or about August 28, 2026.

• · Record date for shareholders entitled to vote is July 6, 2026.
• · Proxy materials first mailed to shareholders on or about July 28, 2026.
• · Quorum requires presence of 33⅓% of outstanding shares.
• · The proposal (election of trustees) is considered a 'routine' voting item, so no broker non-votes are expected.
• · Fund will change name to NYLIM CBRE Global Infrastructure Megatrends Term Fund on or about August 28, 2026.
• · Shareholders can vote by mail, internet, phone, or in person at the meeting.