Executive Summary
The 15 proxy filings for the 2026 season reveal a pronounced theme of corporate restructuring and strategic repositioning, driven by sub-scale operations, failed business models, and management urgency. Key period-over-period trends are stark, with companies like BiomX and Auddia reporting massive revenue swings (224% YoY growth and a pivot from near-zero B2C revenue, respectively) while still facing existential profitability challenges.
Capital allocation is dominated by dilutive financings (Trailblazer, CDT Equity, BiomX) and M&A (Payoneer, Auddia/McCarthy Finney), rather than shareholder returns. Insider trading patterns are notably absent from enrichments, suggesting limited management conviction signals for most filers. The most critical development is the Payoneer-Nuvei merger, a high-materiality event ($89M termination fee) with cross-border regulatory implications. Portfolio-level themes include a retreat from sustainable investing (Putnam funds abandoning ESG labels) and a wave of non-diversification/liquidation proposals (Transamerica and Putnam funds) aimed at improving commercial viability in a consolidating asset management landscape.
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 August 10, 2026.
Investment Signals (10)
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Revenue surged 224% YoY to $292K, driven by 60% DFSL acquisition, but remains unprofitable ($119K loss) with an equity deficit ($859K). Dilution from warrants/convertible notes is a critical offset [BULLISH/BEARISH MIXED]
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Business model pivot from failed B2C (no significant revenue) to B2B subscription (MVP released Jan 2026) with pilot program. Early-stage pivot with unproven revenue model [NEUTRAL/BEARISH]
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Merger with Nuvei caps an independent growth story (founded 2005, public since 2021). $89M termination fee provides downside protection for shareholders if merger fails, but signals management's exit preference [BEARISH on standalone value]
- Trailblazer Holdings (Cyabra) (BEARISH)▲
Closed $6M private placement and will issue shares for $10.66M exchange agreement at $0.435/sh (vs. presumably higher IPO price). Massive dilution to existing holders with insiders owning only 17.51%
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CEO succession completed, but Chairman explicitly stated FY2026 performance 'below expectations' – a rare direct admission. New leadership may signal a strategic reset or further restructuring [NEUTRAL/BEARISH near-term]
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Proposed elimination of performance fee and pivot from sustainable to mid-cap strategy indicates the fund was commercially non-viable under prior mandate. This is a value-unlocking catalyst if mid-cap focus attracts flows [BULLISH for fund viability]
- Transamerica ProFund UltraBear VP▲
Liquidation proposed due to sub-scale assets ($11.1M) and poor growth prospects. Signal that reverse/bear funds are being pruned for rationalization, asset flows moving to passive/money market [BEARISH for active bear fund space]
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Authorizing a reverse stock split up to 1-for-500 (extreme ratio) and issuing shares under convertible notes. Imminent capital restructuring to maintain listing/attract investors [BEARISH / HIGH RISK]
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Proposal to mandate average investment-grade credit quality signals a defensive shift in fixed-income strategy, potentially reducing yield but lowering default risk [BULLISH for credit quality]
- Allbirds (Smartbird) (NEUTRAL)▲
Seeking approval to increase equity plan shares and issue shares upon convertible note conversion (exceeding 19.99%). Post-restructuring, equity compensation and dilution are key management tools; watch for insider commitment
Risk Flags (10)
- BiomX Inc. / Going Concern↓ [HIGH RISK]▼
Auditor expressed substantial doubt about ability to continue; $859K stockholder deficit despite 224% revenue growth. Survival risk is high despite acquisition momentum
- Auddia Inc. / Business Model Failure↓ [HIGH RISK]▼
Failed to generate reportable subscription revenue under B2C model; new B2B model is at MVP stage with no revenue track record. High execution risk
- Trailblazer Holdings / Dilution↓ [HIGH RISK]▼
Private placement + exchange agreement = issuance of shares at $0.435/sh converting $10.66M preferred stock into 24.5M common shares – massive dilution to existing public float
- Conagra Brands / Performance Miss↓ [MEDIUM RISK]▼
Chairman admits FY2026 performance 'below expectations' – a red flag that may indicate competitive pressure, demand weakness, or operational issues. Watch for guidance cuts in upcoming earnings
- CDT Equity / Reverse Split↓ [HIGH RISK]▼
Authorization of 1-for-500 reverse split is extreme (most caps at 1-for-100). Indicates stock price dangerously low and risk of delisting; such splits often precede further dilution
- Payoneer Global / Merger Failure↓ [MEDIUM RISK]▼
If merger vote fails, company remains independent but has paid substantial advisory/legal costs. $89M termination fee is a poison pill risk for dissenters
- ParkerVision / Board Entrenchment↓ [MEDIUM RISK]▼
CEO/C Chairman since 1989 and an 83-year-old director – lack of board refreshment and governance risk. No insider trading enrichments to gauge confidence
- McCarthy Finney / PCAOB Issue↓ [HIGH RISK]▼
Auddia's B2B pivot is still in pilot phase; no reported revenue from new model. Transaction valuation may be based on pivot potential rather than current financials
- Putnam Sustainable Leaders / Strategy Drift↓ [MEDIUM RISK]▼
Abandoning sustainability mandate may alienate ESG-focused investors and trigger redemptions ahead of October 8 meeting. Outflows risk until new strategy is proven
- Transamerica UltraBear / Liquidation [LOW-MEDIUM RISK]▼
$11.1M fund being liquidated; shareholders forced into money market VP with 90-day waiver. Potential taxable event and disruption for long-term holders
Opportunities (10)
- Payoneer Global / Merger Arbitrage↓ (OPPORTUNITY)◆
Special meeting Sept 14, 2026. If deal clears, likely premium capture; if blocked, $89M termination fee provides floor. High conviction play with clear catalyst date
- BiomX / Turnaround Play↓ (SPECULATIVE OPPORTUNITY)◆
224% YoY revenue growth from DFSL acquisition, albeit from tiny base. If profitability improves and dilution is contained, stock could re-rate significantly from distressed levels
- Conagra Brands / New CEO Inflection↓ (OPPORTUNITY)◆
CEO succession completed; new management may drive operational improvements after acknowledged underperformance. Historical proxy says 'below expectations' – turnaround opportunity if guidance improves
- Putnam Funds / Fee Rationalization (OPPORTUNITY)◆
Elimination of performance fee for Sustainable Leaders fund simplifies fee structure, potentially attracting model portfolio inflows post-repositioning to mid-cap
- Transamerica ProFund UltraBear / Liquidation Windfall (SPECULATIVE OPPORTUNITY)◆
Fund assets ($11.1M) being transferred to money market; investors locked until liquidation date (Oct 30, 2026). Could be a catalyst for cheap exposure if bear thesis collapses
- Allbirds / Smartbird / Post Restructuring↓ (SPECULATIVE OPPORTUNITY)◆
With equity plan expansion and convertible note conversion approved, company may have balance sheet flexibility to fund turnaround. Watch for new product launches or partnerships
- MFS Intermediate Income Trust / Credit Quality Upgrade↓ (OPPORTUNITY)◆
Mandating investment-grade credit may attract conservative fixed-income investors, potentially narrowing discount to NAV. A defensive income play
- McCarthy Finney / Auddia / Early-Stage AI↓ [HIGH RISK OPPORTUNITY]◆
If Discovr Radio B2B model gains traction (pilot programs), this could be a low-disclosure opportunity on AI platform value. Potential 10x if pivot succeeds
- CDT Equity / Post-Restructuring↓ (SPECULATIVE OPPORTUNITY)◆
If reverse split and convertible note issuance stabilize the equity base, micro-cap could rerate. However, 1-for-500 is extreme – only for risk-tolerant
- Cyabra / Trailblazer / Dilution Arbitrage (SPECULATIVE OPPORTUNITY)◆
Insiders own only 17.51%; after issuance, new holders (Alpha Capital, Armistice) own 9.99% each. Potential for activist pressure or M&A
Sector Themes (6)
- Corporate Restructuring Wave◆
5 of 15 companies (Trailblazer, CDT Equity, Auddia, BiomX, Conagra) are undertaking significant restructuring, M&A, or refinancing events. Indicates a market where sub-scale companies are forced to act, creating high dispersion between winners and losers.
- Management Concession of Underperformance◆
Conagra's explicit admission of 'below expectations' performance is rare and signals a board under pressure. This pattern may indicate broader consumer staple weakness in 2026, as proxy statements often sugarcoat results.
- Dilution as Financing Tool◆
3 companies (Trailblazer, CDT Equity, BiomX) are issuing 20%+ of shares for financing. This reflects a difficult capital-raising environment for micro/small caps, where equity financing is the only option, destroying existing shareholder value.
- Fund Strategy Changes and Consolidation◆
Three fund proposals (Putnam Sustainable Leaders, Transamerica UltraBear, MFS Income Trust) involve strategy/naming changes or liquidation. This suggests active rationalization in the asset management industry: closing underperforming funds and repositioning to attract flows.
- Pivot Away from Thematic Investing◆
Putnam abandoning its sustainable investing focus (after similar moves by other asset managers) signals a broader retreat from ESG-labeled products as commercial viability fails. The industry is returning to core investment categories (mid-cap, large-cap).
- Absolute vs. Relative Performance Gap◆
BiomX (224% revenue growth) vs. Auddia (zero reported revenue) highlights the extreme divergence in micro-cap tech. Investors face binary outcomes rather than incremental growth, requiring deep due diligence on business model viability.
Watch List (8)
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Sept 14, 2026. Key event: merger vote with Nuvei. Watch for institutional vote recommendations and potential activist challenges.
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Oct 7, 2026 (multiple proposals). Liquidation of UltraBear VP, sub-adviser appointments, and diversification changes. Impact on fund flows and pricing.
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Oct 8, 2026. Vote on fee elimination and fund repositioning. Watch for redemption pressure if ESG investors exit ahead of vote.
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No date given, but watch for first full-year guidance under new CEO. Chairman's 'below expectations' comment suggests imminent conference call with corrective actions.
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Special meeting date not given, but proxy mailed. Watch for shareholder vote and subsequent trading in combined entity (Holdco) under new symbol.
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For Mandragola warrant issuance. Watch for shareholder approval and subsequent dilution timeline.
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Board given discretion to act. Watch for announcement of specific ratio (up to 1-for-500) and post-split price action. Significant volatility expected.
- Allbirds (Smartbird) / Annual Meeting👁
Sept 30, 2026. Vote on equity plan increase and share issuance. Watch for insider voting patterns and any subsequent equity issuance.
Filing Analyses
(15)
11-08-2026
Smartbird, Inc. (formerly Allbirds, Inc.) filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders, to be held virtually on September 30, 2026. Stockholders will vote on five proposals: election of Class II directors, an amendment to the 2021 Equity Incentive Plan to increase authorized shares, approval of share issuance upon conversion of Convertible Notes exceeding 19.99%, ratification of BPM LLP as auditor for FY 2026, and approval of potential meeting adjournments. The record date is August 6, 2026, with 9,315,794 Class A shares and 2,493,399 Class B shares outstanding.
- · Annual Meeting will be held virtually on September 30, 2026 at 12:00 p.m. Pacific Time
- · Meeting access at www.virtualshareholdermeeting.com/BIRD2026
- · Proposals include approval of equity plan amendment and issuance of shares exceeding 19.99% upon convertible note conversion
- · Class A stock has one vote per share; Class B has ten votes per share; both classes vote together
- · BPM LLP recommended for ratification as independent auditor for FY 2026
11-08-2026
MFS Intermediate Income Trust (MIN) filed a definitive proxy statement (DEF 14A) for its annual meeting of shareholders to be held on September 29, 2026. The meeting will consider the election of one trustee, Gordon Baird, by common shareholders, and a separate proposal for MMT to adopt a fundamental investment policy requiring an average investment-grade credit quality. The filing is a routine governance matter with no financial results or material operational changes.
- · Record date for shareholders entitled to vote is August 3, 2026.
- · Quorum requires 30% of shares entitled to vote.
- · Trustee election requires a plurality vote; abstentions and broker non-votes have no effect.
- · Proposal 2 (MMT only) requires a 'majority of outstanding voting securities' vote; abstentions and broker non-votes count as votes against.
- · MIN had 113,798,238 shares outstanding as of the record date.
11-08-2026
Cyabra, Inc. (formerly Trailblazer Holdings, Inc.) filed a definitive proxy statement for its 2026 annual meeting, seeking stockholder approval for the issuance of 20% or more of its outstanding common stock in connection with a private placement, an exchange agreement, and conversion agreements. The private placement raised approximately $6 million in gross proceeds, and the transactions would result in significant dilution to existing stockholders. The company also disclosed beneficial ownership details, with insiders holding 17.51% and 5%+ holders including Trailblazer Sponsor Group (12.27%), Alpha Capital Anstalt (9.99%), and Armistice Capital Master Fund (9.99%).
- · The private placement closed on July 10, 2026, with aggregate gross proceeds of approximately $6 million.
- · The Exchange Agreement involves exchanging Series C Preferred Stock with an aggregate value of $10,660,000 for 24,505,747 shares of common stock and warrants.
- · The Conversion Agreements involve converting 35,648,276 shares of Series A and B Preferred Stock into common stock at a reduced conversion price of $0.435 per share.
- · The company will pay the placement agent a cash fee of 7.0% of gross proceeds, plus up to $75,000 for legal fees and $15,000 for non-accountable expenses.
- · The proposal would allow issuance of up to 59,268,966 shares of common stock and warrants for 49,011,494 shares, but no recipient can acquire more than 19.99% of outstanding shares.
- · Insiders (directors and executive officers) beneficially own 17.51% of the company's common stock.
- · Trailblazer Sponsor Group, LLC owns 12.27%, Alpha Capital Anstalt owns 9.99%, and Armistice Capital Master Fund Ltd. owns 9.99% of the common stock.
11-08-2026
Conagra Brands filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Shareholders. The filing highlights the completion of a multi-year CEO succession plan with John Brase succeeding Sean Connolly, the appointment of two new independent directors (John Mulligan and Pietro Satriano), and committee leadership transitions. However, the Chairman explicitly states that the Company's performance in Fiscal 2026 was below expectations, acknowledging that results fell short of management, Board, and shareholder targets.
- · The Board reduced its size to 11 members with the retirement of Manny Chirico.
- · Committee leadership changes occurred in September 2025 (Melissa Lora, Denise Paulonis) and June 2026 (John Mulligan).
- · Ruth Ann Marshall chaired the Human Resources Committee for 10 years before stepping down.
11-08-2026
CDT Equity Inc. filed a DEF 14A proxy statement for its 2026 virtual annual meeting on August 28, 2026. The board recommends voting FOR all six proposals, including the election of directors, ratification of auditor Carr, Riggs & Ingram, a reverse stock split (ratio range 1-for-2 to 1-for-500), and the issuance of shares under a convertible note and pre-funded warrants. As of the record date, only 786,716 shares of common stock are outstanding, indicating a very small equity base.
- · Annual meeting is virtual-only; stockholders must register at https://www.cstproxy.com/cdtequity/am2026.
- · Proposal 3 authorizes a reverse stock split at the board's discretion, with a maximum aggregate ratio of 1-for-500.
- · Proposal 4 seeks approval to issue shares under a senior secured convertible note and warrant issued to J.J. Astor & Co.
- · Proposal 5 seeks approval to issue up to 12,131,770 shares upon exercise of pre-funded warrants.
- · Quorum requires at least one-third of voting power present virtually or by proxy.
- · Broker non-votes are expected only on non-routine matters (Proposals 1, 4, 5).
11-08-2026
ParkerVision, Inc. filed its DEF 14A proxy statement for the 2026 Annual Meeting, soliciting shareholder votes to elect Jeffrey L. Parker as a Class I director and Anthony B. Bowers as a Class II director. The filing also covers corporate governance policies, director independence determinations, and risk management oversight by the Board and its committees. No financial results or key monetary amounts are disclosed in this proxy.
- · Class I director nominee Jeffrey L. Parker has served as CEO and Chairman since the company's inception in August 1989.
- · Class II director nominee Anthony B. Bowers was appointed to the Board on May 19, 2026, following the resignation of Lewis Titterton on May 15, 2026.
- · Paul A. Rosenbaum serves as Class III director, Audit Committee Chair, and Compensation Committee member; he is age 83.
- · Robert G. Sterne serves as Class III director and is a partner at Sterne, Kessler, Goldstein & Fox PLLC, providing patent and IP legal services to the company.
- · The Board has determined that Messrs. Bowers, Rosenbaum, and Sterne are independent directors under Nasdaq rules, even though the company's stock is quoted on the OTCQB.
- · Directors are elected by a plurality of votes cast; withholds and broker non-votes have no effect on election outcomes.
11-08-2026
Transamerica Series Trust is soliciting shareholder approval for two proposals at a special meeting on October 7, 2026: (1) reclassifying the Transamerica JPMorgan Enhanced Index VP portfolio from diversified to non-diversified to allow larger investments in fewer issuers, and (2) modifying the manager-of-managers structure to permit entering into and amending sub-advisory agreements with both unaffiliated and affiliated sub-advisers without further shareholder approval. The Board unanimously recommends voting 'FOR' both proposals, which are not contingent on each other. The estimated cost of the proxy solicitation is between $91,275 and $109,833.
- · The special meeting will be held on October 7, 2026, at 11:00 a.m. Mountain Time in Denver, CO.
- · Holders of record as of June 17, 2026 are entitled to vote.
- · The Portfolio is currently classified as a diversified company under the 1940 Act, limiting single-issuer investments to 5% of total assets (except for 25% of assets).
- · The S&P 500 Index has become more concentrated in technology stocks, constraining the Portfolio's ability to match benchmark weightings.
- · Proposal II relies on SEC no-action relief (Investment Company Release Nos. 33464 and 33494) to extend manager-of-managers authority to affiliated sub-advisers.
- · The proxy solicitor is EQ Fund Solutions LLC (phone: 1-877-864-5059).
- · The Portfolio is sold through variable life and annuity contracts issued by Transamerica Life Insurance Company and Transamerica Financial Life Insurance Company.
11-08-2026
McCarthy Finney, Inc. is soliciting shareholder approval for a business combination with Auddia Inc., where Auddia common stock will be exchanged for Holdco common stock in a transaction intended to qualify as tax-free under Section 351 of the Internal Revenue Code. Auddia is an AI technology company that has pivoted from a B2C to a B2B subscription model, focusing on its Discovr Radio platform for artists and labels. While the merger offers strategic benefits, Auddia has not generated sufficient subscription revenue to report under its previous B2C model, and the new B2B model is still in early stages with an MVP released in January 2026.
- · Auddia's faidr app launched in February 2022 with a B2C subscription model but failed to generate enough subscription revenue to report.
- · The company transitioned to a B2B model in Q1 2026, making the faidr app free for consumers and targeting artists/labels as subscribers to Discovr Radio.
- · The MVP of Discovr Radio was released on January 20, 2026, and is supported by a pilot program.
- · Holders of Auddia common stock are not entitled to appraisal rights under Delaware law; only holders of Auddia preferred stock may have appraisal rights under certain conditions.
- · Auddia's proxy solicitor, Campaign Management LLC, can be reached at 1-844-400-3680 or info@campaign-mgmt.com.
11-08-2026
BiomX Inc. is seeking stockholder approval at a Special Meeting for the issuance of securities to Mandragola Ltd. in connection with the April 2026 acquisition of a 60% interest in Dr. Frucht Systems Ltd. (DFSL). The proposed issuance includes shares underlying warrants and convertible notes that could significantly dilute existing stockholders. While DFSL's revenues grew 224% YoY to $292K in 2025, the company remains unprofitable with a net loss of $119K and a stockholders' deficit of $859K, and its auditor has expressed substantial doubt about its ability to continue as a going concern.
- · The Five Year Warrant and Line of Credit Warrant include a blocker provision limiting beneficial ownership to 9.99% of outstanding shares.
- · The Note is convertible at $12.00 per share, subject to adjustment, and has a five-year term for Nasdaq compliance.
- · The Line of Credit bears simple annual interest at 12% and matures May 13, 2029.
- · If DFSL records annual revenues of $25M or more starting FY2027, Mandragola is entitled to a 5% revenue bonus payable in cash or restricted shares.
- · The company's auditor expressed substantial doubt about DFSL's ability to continue as a going concern.
- · DFSL has historically relied on loans from its stockholder and advances under the Line of Credit to fund operations.
- · One customer accounted for 100% of DFSL's 2025 revenues and ~55% in 2024.
11-08-2026
Payoneer Global Inc. filed a definitive proxy statement (DEFM14A) for a Special Meeting on September 14, 2026, to seek stockholder approval of its proposed merger with Nuvei Parent (Neon Maple Parent Inc.), under which Payoneer will become a wholly owned subsidiary of Nuvei. If the merger is not approved, Payoneer will remain an independent public company, and under certain circumstances, Payoneer may be required to pay a termination fee of $89,000,000. The filing includes extensive risk factors and forward-looking statements, highlighting uncertainties around regulatory approvals and stockholder vote.
- · Special Meeting scheduled for September 14, 2026, at 9:00 a.m. ET via live audio webcast.
- · Proxy statement first mailed on or about August 11, 2026.
- · Payoneer was founded in 2005 and became publicly traded on June 28, 2021.
- · Payoneer's common stock is listed on Nasdaq under the symbol 'PAYO'.
- · Merger Sub is a newly formed Delaware corporation and wholly owned indirect subsidiary of Nuvei Parent.
- · If the merger is not completed, Payoneer will remain an independent public company and its stock will continue trading on Nasdaq.
- · Risks include potential failure to obtain regulatory approvals, stockholder vote, and diversion of management time.
11-08-2026
Transamerica Series Trust filed a definitive proxy statement (DEF 14A) on August 11, 2026, soliciting holder votes at a Special Meeting on October 7, 2026, for three proposals: (I) approving a new affiliated co-sub-adviser (Aegon USA Investment Management, LLC) for Transamerica JPMorgan Tactical Allocation VP; (II) approving a new affiliated co-sub-adviser (AUIM) for Transamerica Madison Diversified Income VP; and (III) modifying each portfolio's 'manager of managers' structure to allow future sub-adviser appointments without holder approval. The Board unanimously recommends voting 'FOR' all proposals, but the filing does not disclose any financial results, performance metrics, or period-over-period comparisons.
- · Record date for voting: June 17, 2026
- · Special Meeting date: October 7, 2026, at 10:30 a.m. Mountain Time
- · Meeting location: 1801 California Street, Suite 5200, Denver, CO 80202
- · Proposal III would allow TAM to enter into and materially amend sub-advisory agreements with both unaffiliated and affiliated sub-advisers without future holder approval, subject to Board approval
- · If Proposal II is approved, JPMorgan will replace Madison Asset Management, LLC as equity sub-adviser for Transamerica Madison Diversified Income VP
- · AUIM has been a registered investment adviser since December 2001
- · No financial results, performance data, or period-over-period comparisons are included in this filing
11-08-2026
Putnam Variable Trust is soliciting shareholder approval to reclassify the Putnam VT Sustainable Leaders Fund from 'diversified' to 'non-diversified' under the 1940 Act. If approved, the fund will be repositioned as the 'Putnam VT Focused U.S. Research Fund,' a large-cap core equity fund that will abandon its sustainable investing focus and change its portfolio management team. The Board of Trustees unanimously recommends a vote FOR the proposal, but if it fails, the Investment Manager may consider other options including abandoning the repositioning or other structural changes.
- · The special shareholder meeting is scheduled for September 30, 2026 at 11:00 a.m. Eastern Time at 100 Federal Street, Boston, MA.
- · The record date for voting eligibility is August 10, 2026.
- · Proxy materials are being mailed beginning on or about August 20, 2026.
- · Shareholders can vote online, by telephone, or by mailing the proxy card.
- · If a signed proxy card does not specify a vote, shares will be voted FOR the proposal.
- · Insurance companies holding shares as of the record date will vote in accordance with instructions from variable annuity and variable life insurance policy owners.
- · The fund will change from a sustainable-focused fund to a large-cap core equity fund with no sustainable business practice focus.
- · The portfolio management team will change as part of the repositioning.
- · The fund's name will change to 'Putnam VT Focused U.S. Research Fund' if the proposal is approved.
- · If the proposal is not approved, the Investment Manager may consider other options including abandoning the repositioning or other structural changes that may require shareholder approval.
- · The fund's current sub-classification as 'diversified' limits investments to no more than 5% of total assets in any single issuer for 75% of the portfolio, and no more than 10% of any issuer's outstanding voting securities.
11-08-2026
Putnam Sustainable Leaders Fund is seeking shareholder approval to eliminate the performance adjustment component of its management fee and reposition from a sustainable large cap equity fund to a mid cap equity fund (to be renamed 'Putnam Mid Cap Fund'). The proposal aims to enhance commercial opportunity, simplify pricing, and improve fit within model portfolios. If approved, the fund will no longer focus on sustainability criteria and will instead invest at least 80% of assets in mid cap equities.
- · Special shareholder meeting scheduled for October 8, 2026 at 11:00 a.m. Eastern Time in Boston, MA.
- · Record date for voting is August 10, 2026.
- · Proxy materials mailed beginning on or about August 24, 2026.
- · If the proposal is not approved, Putnam Management may consider other options including abandoning the repositioning, pursuing an alternative fee structure, or other structural changes.
- · The fund's current performance adjustment is based on trailing 36-month performance versus the S&P 500 Index.
- · The base management fee calculation (based on aggregate net assets of Putnam-sponsored funds) will remain unchanged under the proposed contract.
- · Shareholder approval is not required for the repositioning changes themselves, but they will not occur if the management contract is not approved.
- · The fund's Trustees unanimously recommend voting FOR the proposal.
11-08-2026
Transamerica Series Trust is soliciting holder approval to liquidate the Transamerica ProFund UltraBear VP portfolio, which had $11.1 million in assets as of March 31, 2026, due to sub-scale size and poor growth prospects. If approved, liquidation proceeds will be transferred to the Transamerica BlackRock Government Money Market VP, with a 90-day waiver of transfer restrictions and fees. However, contract owners cannot move their value prior to the liquidation date, and the portfolio is not available as a direct investment option.
- · The Special Meeting is scheduled for October 7, 2026 at 10:00 a.m. Mountain time in Denver, CO.
- · Record date for voting is June 17, 2026.
- · If approved, liquidation expected to take effect on or about October 30, 2026.
- · After the Liquidation Date, the Insurance Companies' risk management strategy will allocate to the U.S. Government Securities VP instead of the Portfolio.
- · Holders cannot elect to move their contract value to a new investment prior to the Liquidation Date due to constraints in the Insurance Companies' strategy.
- · The Portfolio is used only via a formulaic risk management strategy by the Insurance Companies and is not available as a direct investment option for contract owners.
11-08-2026
Auddia Inc. filed a definitive proxy statement (DEFM14A) for a special meeting of stockholders to vote on a proposed business combination (merger) with Holdco, under which Auddia common stockholders will receive Holdco common stock in a transaction intended to qualify as tax-free under Section 351 of the Code. Auddia is shifting its business model from B2C subscriptions to a B2B model via the Discovr Radio platform, with users now getting free ad-free listening while artists/labels pay for guaranteed plays. The company had previously not generated enough subscription revenue to report it, and the new model is still at an MVP stage with a pilot program.
- · Auddia common stockholders are NOT entitled to appraisal rights under Delaware law because shares will be exchanged for listed Holdco common stock.
- · Auddia preferred stockholders DO have appraisal rights if they strictly comply with Section 262 of the DGCL.
- · The special meeting will be held virtually; stockholders of record as of [record date] can vote.
- · Proxies may be revoked by filing a later proxy, voting online at the meeting, or submitting a written revocation to the Corporate Secretary before the meeting.
- · The B2B model shift was announced in August 2025 and the new Discovr Radio MVP was released on January 20, 2026.
- · faidr app launched full version on February 15, 2022; podcasts added in Q1 2023 (iOS) and May 2023 (Android).
- · Previously, under the B2C model, the company did not generate enough subscription revenue to require reporting of that revenue.
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