US Executive Compensation Proxy SEC Filings — October 26, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

23 high priority 23 total filings analysed

Executive Summary

This Executive Compensation Insights digest covers 23 SEC DEF 14A proxy filings dated October 26, 2026, the large majority of which are procedural annual or special meeting notices rather than compensation disclosures.

The most material developments cluster around Nasdaq and NYSE American listing-compliance pressure: XCF Global, Treasure Global, TScan Therapeutics, and AEON Biopharma are all seeking reverse stock split authority, and XCF faces a December 7, 2026 compliance deadline. A second theme is SPAC liquidity stress, with GP-Act III and Globa Terra both seeking deadline extensions that carry redemption and trust-dilution risk. Compensation-specific disclosures are limited to ScanSource (auditor change and pay-versus-performance tables), Espey Mfg. (CEO compensation actually paid rising from $651,079 in FY2024 to $934,073 in FY2026, roughly flat in FY2026 at +0.8%), and FactSet (multi-year NEO tables through fiscal 2026). Enriched period-over-period, insider, and capital-allocation fields are largely absent from the excerpts provided, so quantitative trend synthesis is constrained; the digest relies on the figures explicitly stated in each filing. Governance signals of note include concentrated dual-class control at Village Super Market and the reduced board size at Espey.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: DEF 14A

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from October 19, 2026.

Investment Signals (10)

  • CEO David O'Neil compensation actually paid rose from $651,079 (FY2024) to $926,742 (FY2025) and $934,073 (FY2026), essentially flat in FY2026 (+0.8%) even though the Summary Compensation Table total rose about 15% to $756,143

  • ▲

    Auditor changed from Grant Thornton to Deloitte (engaged October 9, 2025); fiscal 2026 total fees of $2,094,672 vs $2,137,750 in fiscal 2025, with no adverse opinions or reportable disagreements disclosed

  • ▲

    Seeking reverse split of 1-for-2 to 1-for-50 with 600,695,766 shares outstanding and a December 7, 2026 Nasdaq compliance deadline; post-combination dilution pressure is significant

  • Stock closed at $0.2215 on October 23, 2026; a 1-for-50 split would cut shares from 12,672,698 to about 253,454 and project a ~$11.075 price, with no assurance of proportional price recovery

  • Bid price below $1.00 for 30 consecutive trading days (deficiency letter August 27, 2026); stock at $0.2379 on October 12, 2026 with compliance deadline February 23, 2027

  • Extension request to May 8, 2027 with redemption at ~$11.07 vs $11.08 Nasdaq close; non-binding term sheet from July 10, 2026 gives no assurance of a completed deal

  • Trust of ~$183.5 million (~$10.48/share) with extension to July 9, 2027; per-share sponsor contribution falls proportionately as redemptions rise, creating dilution risk

  • ▲

    Reverse split authority of 1-for-2 to 1-for-100 is constrained by NYSE American cumulative-ratio limits tied to the prior 1-for-72 split (February 26, 2025); equity plan amendments would count pre-funded warrants in the evergreen base

  • Class B shares (4,125,045, ten votes each) versus 10,681,283 Class A shares give the Sumas family concentrated voting control relative to economic stake

  • Multi-year NEO compensation tables (fiscal 2021 to 2026) and say-on-pay vote scheduled for December 16, 2026, providing a near-term checkpoint on pay alignment

Risk Flags (9)

  • Board may abandon the split or select a ratio near the lower end; DTC CUSIP timing creates no assurance of regaining compliance before December 4, 2026, and a delisting determination would follow

  • Reverse split would reduce shares outstanding to ~253,454 at 1-for-50, with reduced liquidity and perceived financial weakness flagged by the company itself

  • Failure to regain compliance by February 23, 2027 could move the stock to an OTC market; authorized shares stay at current levels, so unissued authorized shares rise relative to outstanding, creating dilution risk

  • If the extension fails and no combination closes by November 13, 2026, the company ceases operations, redeems public shares within 10 business days, and dissolves; redemption election deadline is November 10, 2026

  • Trust balance may fall substantially after redemptions; no completed deal and no prior paid extensions, with Public Shares tendering required regardless of vote

  • Filing explicitly states a reverse split may not increase or sustain market price or improve liquidity; stockholder authority expires before the first anniversary of approval

  • Multiple related-party nominees (Sumas family cousins, father-son, uncle relationships) and ten-vote Class B shares limit minority shareholder influence; Proposals 1, 3, and 4 are non-routine, so broker non-votes may affect outcomes

  • Sole nominee Brigitta S. Herzfeld is classified as an interested director due to her role at the Adviser; plurality voting means abstentions and broker non-votes do not count as votes cast

  • Reclassification from diversified to non-diversified increases potential concentration and volatility risk; subadvisory agreement terminates automatically on an AllianceBernstein control transfer

Opportunities (7)

  • CEO pay actually paid stayed flat in FY2026 while reported Summary Compensation Table total rose ~15%; board reduced to six seats, with a vacant Class B seat that could be filled with an independent director

  • ◆

    Clean prior audit opinions from Grant Thornton and a fee base of ~$2.1 million across firms provide a stable audit cost profile after the Deloitte transition

  • Company projects ~$11.075 post-split price at 1-for-50; if approved and implemented within twelve months, the stock price move from $0.2215 represents a significant mechanical re-rating event for holders who stay through the split

  • Redemption price of ~$11.07 sits just below the $11.08 close, a narrow spread that offers limited upside but defined downside for holders electing redemption versus holding into a possible deal

  • Ten-nominee board with fiscal 2021 to 2026 NEO tables and a December 16, 2026 advisory vote gives investors a dated opportunity to engage on pay design before results are reported

  • Single Class III nominee with a unanimous Board recommendation and an Independent Director Chairperson suggests low contested-election risk at the December 8, 2026 meeting

  • Counting pre-funded warrant shares in the fully-diluted base for the evergreen would reduce annual plan replenishment dilution, a shareholder-favorable governance change if approved

Sector Themes (5)

  • Nasdaq and NYSE American Listing Compliance Pressure
    ◆

    Four of 23 filings (XCF Global, Treasure Global, TScan Therapeutics, AEON Biopharma) seek reverse split authority tied to sub-$1.00 bid prices or NYSE American cumulative-ratio limits, with ratio ranges from 1-for-2 to 1-for-100; implication is near-term dilution-neutral mechanics but questionable price recovery, so investors should price in liquidity loss rather than re-rating

  • SPAC Deadline Extensions and Trust Erosion
    ◆

    Two Cayman SPACs (GP-Act III, Globa Terra) seek extensions with redemption windows closing November 10 and roughly November 2026; both face sub-$11 trust values and no signed definitive agreements, implying high probability of further redemptions and dilution for remaining holders

  • Governance Procedural Uniformity with Pockets of Concentration
    ◆

    The majority of filings are annual meeting notices with routine director elections, auditor ratifications, and advisory say-on-pay votes, but Village Super Market (dual-class ten-vote shares) and Herzfeld (interested director) show concentrated control or conflicted nominations that warrant closer review

  • Pay-Versus-Performance Disclosure Gaps
    ◆

    Only ScanSource, Espey, and FactSet contain multi-year compensation tables in the excerpts; where Espey's actually paid CEO compensation diverged from SCT totals, investors should reconcile the two measures rather than rely on either alone

  • Auditor Continuity
    ◆

    Most filings propose ratifying the incumbent auditor (Grant Thornton, MaloneBailey, KPMG, BDO, PwC, Ernst & Young, Forvis Mazars, L J Soldinger), with ScanSource's Deloitte engagement the notable exception; no adverse audit opinions were disclosed in the excerpts reviewed

Watch List (7)

  • Reverse split effective November 19, 2026 is needed to achieve 10 trading days of compliance by December 4, 2026; watch for ratio selection and any Nasdaq hearing request before the December 7, 2026 deadline

  • Extension vote and redemption election deadline at 5:00 p.m. ET on November 10, 2026, with the meeting on November 12, 2026 and the November 13, 2026 liquidation trigger

  • Extension meeting on November 9, 2026; watch post-redemption trust size and per-share sponsor contribution against the 1,250,000 public-share threshold

  • Special meeting for reverse split approval; watch whether the board implements at a 1-for-50 ratio and whether the stock holds post-split levels

  • Stockholder vote on reverse split; compliance deadline February 23, 2027, and possible transfer to the Nasdaq Capital Market for an additional 180-day period

  • Annual meeting December 11, 2026 at 10:00 A.M. ET; watch the say-on-pay result and the non-routine Proposal 4 (2026 Equity Incentive Plan), where broker non-votes will matter

  • Annual meeting and say-on-pay advisory vote December 16, 2026 at 10:00 AM ET, the first dated checkpoint on NEO pay alignment disclosed in this batch

Filing Analyses (23)
Tempest Therapeutics, Inc. DEF 14A neutral materiality 6/10

26-10-2026

Tempest Therapeutics, Inc. (Nasdaq: TPST) filed a definitive proxy statement (DEF 14A) on October 26, 2026 for a Annual Meeting with a record/meeting-related date of November 9, 2026. Key proposals include the election of two Class II directors (Dr. John David Yee and Mr. William Drake Richey) to serve until the 2029 Annual Meeting, and stockholder approval of share issuances under the Lincoln Park Purchase Agreement and PIPE warrants to comply with Nasdaq Listing Rule 5635(d). The Lincoln Park issuance is capped at 19.99% of pre-agreement outstanding shares (3,195,881 shares) absent further approval or a price floor of $1.3854 per share.

  • · Annual Meeting record/conformed period date is November 9, 2026; results to be disclosed via Form 8-K within four business days.
  • · Nominees Yee and Richey would serve until the 2029 Annual Meeting; Class III directors (Freda-Smith, Frederick) continue until 2027 and Class I director Angel until 2028.
  • · The PIPE Stockholder Approval must be obtained within 90 days of the Securities Purchase Agreement date.
  • · Series C PIPE Warrants have a six-year term and Series D PIPE Warrants a three-year term, both measured from the later of the PIPE Stockholder Approval Date and the registration Effectiveness Date.
  • · Several directors were newly appointed in 2026 (Yee and Richey in June 2026, Freda-Smith in September 2026, Frederick in October 2026, Angel as CEO in February 2026 and Chair in July 2026), indicating significant board turnover.
XCF Global, Inc. DEF 14A mixed materiality 8/10

26-10-2026

XCF Global, Inc. (SAFX) has filed a proxy statement seeking stockholder approval for a reverse stock split at a ratio between 1-for-2 and 1-for-50, primarily to regain compliance with the Nasdaq $1.00 minimum bid price requirement before its December 7, 2026 compliance deadline. The company completed its business combination with DevvStream Corp. and Southern Energy Renewables on October 16, 2026, but faces dilution pressure from 600,695,766 shares outstanding, ongoing financing via promissory notes and warrants, and a risk that the split may not restore compliance in time, which would trigger a Nasdaq delisting determination.

  • · Board may choose any ratio from 1-for-2 to 1-for-50 and may abandon the split; the final ratio may not be near the upper end of the range.
  • · Proposed effective date of November 19, 2026 would allow 10 trading days of compliance by December 4, 2026, but DTC CUSIP eligibility timing creates no assurance of meeting the deadline.
  • · A hearing request before a Nasdaq Hearings Panel would not stay trading suspension because the company received a second 180-day compliance period.
  • · Compliance is not regained if the split pushes shares below other Nasdaq thresholds (publicly held shares or round lot holders) until both are cured.
  • · Authorized common stock remains at 1.7 billion after the split, so the split reduces the share count but leaves significant headroom for future dilution.
  • · Warrant exercise prices and share counts under GL PART SPV II warrants and the 2025 Plan reserve will be adjusted for the split, and the warrants are held by an entity controlled by the company's largest beneficial owner.
  • · The split is stated not to be in response to any known effort to accumulate shares or gain control, though authorized but unissued shares could have anti-takeover effects.
OSI SYSTEMS INC DEF 14A neutral materiality 2/10

26-10-2026

OSI Systems, Inc. (OSIS) filed its DEF 14A proxy statement on October 26, 2026 for an Annual Meeting of Stockholders to be held December 10, 2026. Stockholders will vote on the election of six directors, ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal year ending June 30, 2027, and an advisory (say-on-pay) vote on named executive officer compensation for fiscal 2026. The filing is primarily procedural and governance-focused, with no financial results, deal activity, or regulatory actions disclosed in the excerpt provided.

  • · Annual Report on Form 10-K for fiscal year ended June 30, 2026 was filed with the SEC on August 21, 2026
  • · Code of Ethics and Conduct was last filed as an exhibit to the Form 10-Q submitted on May 4, 2026
  • · Company references a Climate Related Financial Risk Report prepared under TCFD recommendations (2025 edition)
  • · Board recommends FOR on all three proposals; directors are elected by plurality, while auditor ratification and say-on-pay require a majority of votes cast
  • · Broker non-votes and abstentions have no effect on any of the three proposals
New Horizon Aircraft Ltd. DEF 14A neutral materiality 3/10

26-10-2026

New Horizon Aircraft Ltd. (HOVRW) has filed a definitive proxy statement for its annual shareholder meeting to be held online on November 24, 2026. Shareholders will vote on electing one Class III director and appointing MNP LLP as auditor for the fiscal year ending May 31, 2027, with 67,123,941 Class A Ordinary Shares outstanding as of the October 15, 2026 record date. The filing contains no financial results or performance metrics, so no positive or negative operating trends can be assessed from this document.

  • · Annual meeting held to satisfy Nasdaq Listing Rule 5620 annual meeting requirement and BCBCA section 182
  • · Online check-in opens 9:45 a.m. ET; internet and telephone voting close 11:59 p.m. ET on November 23, 2026
  • · Proposal 2 seeks ratification of MNP LLP as auditor at a remuneration to be fixed by the directors
  • · Filing reports no financial results; annual report on Form 10-K for fiscal year ended May 31, 2026 is referenced as available at www.proxyvote.com
GP-Act III Acquisition Corp. DEF 14A mixed materiality 8/10

26-10-2026

GP-Act III Acquisition Corp. (GPATU), a Cayman Islands SPAC, has filed a definitive proxy for an extraordinary general meeting on November 12, 2026 seeking shareholder approval to extend its business combination deadline from November 13, 2026 to May 8, 2027, and to amend its trust agreement accordingly. The extension is requested to allow time to finalize a non-binding term sheet, signed July 10, 2026, for a potential business combination with an aerospace and logistics technology company developing autonomous cargo aircraft; the company cautions there is no assurance a definitive agreement will be signed or the deal completed. Public shareholders may redeem at approximately $11.07 per share (versus a $11.08 Nasdaq closing price on October 23, 2026), and redemptions could leave insufficient trust cash to satisfy a possible closing condition.

  • · Public shareholders may redeem regardless of how they vote or whether they vote, and retain redemption rights at a future business combination if they do not elect redemption now
  • · Redemption election deadline is 5:00 p.m. ET on November 10, 2026, two business days before the meeting
  • · If the extension fails and no business combination closes by November 13, 2026, the company will cease operations, redeem public shares within 10 business days, and dissolve subject to Cayman Islands law
  • · The company will not hold the meeting if negotiations with the Target terminate before the meeting
  • · Trust Agreement dated May 8, 2024, was first amended May 12, 2026
Co-Diagnostics, Inc. DEF 14A neutral materiality 4/10

26-10-2026

Co-Diagnostics, Inc. (CODX) filed a DEF 14A proxy statement dated October 26, 2026, soliciting stockholder votes for a Special Meeting of Shareholders. The Board has nominated five directors (Dwight Egan, Eugene Durenard, Richard Serbin, James Nelson, Edward Murphy) for one-year terms, with plurality voting required. The filing also discloses a leadership change: Daniel Bohrer became Executive Vice President of Finance and Accounting in September 2026, and the Company has retained Campaign Management as proxy solicitor for a fee of approximately $10,000 plus expenses.

  • · Daniel Bohrer was promoted from Vice President of Finance and Accounting to Executive Vice President of Finance and Accounting effective September 2026; he holds an MBA and BS in Accounting from Utah State University and is a licensed CPA in Utah
  • · Richard Abbott has served as President of Co-Diagnostics since March 2024, previously leading wholly owned subsidiary Advanced Conceptions, Inc.
  • · Nominees will serve a one-year term until the 2027 Annual Meeting; abstentions and broker non-votes count toward quorum but have no effect on the outcome
  • · Dwight Egan has served as an officer and director since April 2013; Eugene Durenard and James Nelson have served on the Board since June 2019; Richard Serbin since May 2017
  • · The filing references a Special Meeting requirement to file Form 8-K with the SEC within four business days after the meeting
5E Advanced Materials, Inc. DEF 14A neutral materiality 4/10

26-10-2026

5E Advanced Materials, Inc. (FEAV) has filed its definitive DEF 14A proxy statement for a fully virtual 2026 Annual Meeting of Stockholders on December 7, 2026, at 10:00 a.m. Pacific time, with a record date of October 14, 2026. Stockholders are asked to elect five directors (Graham van't Hoff, Curtis Hébert, Barry Dick, Bryn Jones, Jonathan Siegler), ratify PricewaterhouseCoopers LLP as auditor for fiscal 2027, approve an amendment to the 2022 Equity Compensation Plan to increase authorized shares, and approve a possible adjournment if Proposal Three lacks sufficient votes. The filing contains no quantitative financial results.

  • · Fiscal year ends June 30; the fiscal 2026 Annual Report is available at www.edocumentview.com/FEAM
  • · Stockholders may submit questions in advance until 11:59 p.m. Eastern time the day before the meeting; live Q&A is capped at about 15 minutes
  • · Online meeting access opens at 9:45 a.m. Pacific time
  • · Board recommends FOR all five nominees and FOR Proposals 2, 3 and 4
  • · Filing fee: no fee required
Legacy Education Inc. DEF 14A neutral materiality 2/10

26-10-2026

Legacy Education Inc. (LGCY) has filed its DEF 14A proxy statement for a fully virtual 2026 Annual Meeting of Shareholders to be held December 15, 2026 at 1:00 p.m. Eastern Time, with a record date of October 19, 2026 and 12,815,343 shares outstanding. Shareholders will vote on two matters: the election of six directors to one-year terms and the ratification of L J Soldinger Associates, LLC as independent registered public accounting firm for fiscal year ending June 30, 2027. The filing is a standard governance disclosure and contains no performance metrics, so no positive or negative financial trend can be assessed from this document.

  • · Annual Meeting date: December 15, 2026 at 1:00 p.m. Eastern Time, held virtually via webcast at www.virtualshareholdermeeting.com/LGCY2026
  • · Notice of Internet Availability of Proxy Materials to be mailed on or about October 26, 2026
  • · Record Date: close of business October 19, 2026; each share carries one vote
  • · Quorum requires one-third of outstanding shares (4,271,781 shares); abstentions and broker non-votes count toward quorum
  • · Director election is treated as non-routine (broker non-votes possible); auditor ratification is treated as routine (broker discretionary voting expected)
  • · Board recommends FOR all six director nominees and FOR auditor ratification absent contrary instructions
  • · Transfer agent is Equiniti Trust Company, LLC; company headquartered at 701 W. Avenue K., Suite 123, Lancaster, CA 93534
  • · Filing covers fiscal year ended June 30, 2026 (2026 Annual Report available at www.ProxyVote.com)
LIGHTPATH TECHNOLOGIES INC DEF 14A neutral materiality 3/10

26-10-2026

LightPath Technologies (LPTH) has filed its DEF 14A proxy statement for a completely virtual 2027 Annual Meeting of Stockholders to be held December 9, 2026 at 11:00 a.m. ET, with a voting and registration deadline of December 8, 2026 at 11:59 p.m. ET. Stockholders will vote on the election of two Class III directors, an advisory say-on-pay resolution, and ratification of BDO as independent registered public accounting firm. The filing discloses 70,088,726 shares of Class A Common Stock and 6,493.1 shares of Series G Convertible Preferred Stock outstanding as of the October 15, 2026 record date; no financial performance metrics are reported in this excerpt.

  • · Proposal 1 (election of two Class III directors) requires a plurality vote; withhold votes and broker non-votes have no effect
  • · Proposal 2 (advisory say-on-pay) requires a majority of shares having voting power present; abstentions count as votes against; broker non-votes have no effect
  • · Proposal 3 (BDO ratification) requires a majority of shares present; brokers have discretionary authority, so broker non-votes are not expected
  • · Series G Preferred Stock votes on an as-converted-to-Class-A basis
  • · Proxy materials and Notice of Internet Availability expected to be mailed on or about October 27, 2026
  • · Proxy materials referenced the fiscal year ended June 30, 2026 Annual Report on Form 10-K
Globa Terra Acquisition Corp DEF 14A mixed materiality 8/10

26-10-2026

Globa Terra Acquisition Corporation (Nasdaq: GTERU), a Cayman Islands SPAC, has filed a definitive proxy for an extraordinary general meeting on November 9, 2026 seeking shareholder approval to extend its Business Combination deadline from October 9, 2026 to July 9, 2027 via a one-month initial extension plus up to eight monthly extensions. Public shareholders may redeem shares at approximately $10.48 per share (based on roughly $183.5 million in the trust account as of October 22, 2026), and the sponsor would fund a $0.03 per share initial extension payment plus monthly contributions, reducing trust funds and creating dilution risk for remaining holders. The filing also flags a mixed outlook: the extension is necessary because the company has no completed deal and has made no prior paid extensions, and the trust balance may fall substantially after redemptions.

  • · Current Combination Period deadline is October 9, 2026; the proposal would extend it to July 9, 2027 in monthly steps.
  • · Public shareholders must tender shares to the transfer agent (physically or via DTC DWAC) to elect redemption, regardless of how they vote.
  • · If more than 1,250,000 Public Shares remain outstanding, the per-share Contribution falls proportionately (e.g., about $0.003 per share if no redemptions occur).
  • · If the sponsor misses a required Contribution, the company must cease operations and redeem 100% of Public Shares within ten business days.
  • · The filing states the trust balance may be significantly less than $183.5 million after redemptions, and additional funding may be needed with no assurance it will be available.
Glimpse Group, Inc. DEF 14A neutral materiality 3/10

26-10-2026

Brightline Interactive, Inc. (BTLN) has filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders, to be held virtually on December 17, 2026. Stockholders will vote on the election of two Class III directors, an advisory vote on executive compensation, an advisory vote on the frequency of future say-on-pay votes, and ratification of GreenGrowth CPAs as the independent registered public accounting firm for fiscal year ending June 30, 2027. The Board unanimously recommends FOR the directors, FOR say-on-pay, ONE YEAR for frequency, and FOR auditor ratification.

  • · Annual Meeting scheduled for Thursday, December 17, 2026 at 11:00 a.m. Eastern Time, conducted virtually with no physical location
  • · Proxy materials made available to stockholders on or about October 26, 2026 under the SEC notice-and-access model
  • · Record date is October 19, 2026
  • · Annual Report for fiscal year ended June 30, 2026 is available at ir.brightlineinteractive.com
  • · Proposal No. 3 asks stockholders to choose the frequency of future say-on-pay votes; the Board recommends ONE YEAR
  • · Proposal No. 4 seeks ratification of GreenGrowth CPAs for fiscal year ending June 30, 2027
Greenwich LifeSciences, Inc. DEF 14A neutral materiality 3/10

26-10-2026

Greenwich LifeSciences, Inc. (GLSI) filed its DEF 14A proxy statement on October 26, 2026 for an Annual Meeting to be held December 18, 2026 in New York. Stockholders will vote on electing five directors, ratifying MaloneBailey as independent auditor for fiscal 2026, an advisory vote on named executive officer compensation, and an advisory vote on the frequency of future say-on-pay votes, with the Board recommending a 3-year frequency. The filing contains no period-over-period financial results, so the disclosure is governance-focused rather than performance-focused.

  • · Annual Meeting date and location: December 18, 2026 at 9:00 a.m. local time at Sheppard Mullin Richter & Hampton LLP, 30 Rockefeller Plaza, New York, NY 10012
  • · Record Date: October 26, 2026; 14,678,208 common shares outstanding, one vote per share
  • · Board recommends a 3-year frequency for future advisory say-on-pay votes; unvoted shares default to FOR this recommendation
  • · Director elections require a plurality of votes cast; broker non-votes do not affect results; abstentions count toward quorum and, for non-director proposals, function as votes against under the By-Laws majority-of-present standard
  • · Stockholder proposals for the 2027 Annual Meeting under Rule 14a-8 must be received between June 30, 2027 and July 30, 2027 to be included in proxy materials
  • · Final voting results to be disclosed in a Form 8-K within four business days after the Annual Meeting; stockholders have no appraisal rights
Zymeworks Inc. DEF 14A neutral materiality 4/10

26-10-2026

Zymeworks Inc. has filed its DEF 14A proxy statement ahead of its virtual annual meeting of stockholders, with proxy and voting instruction deadlines of December 14, 2026. Proposals include the election of Class II directors, an advisory say-on-pay vote, a non-binding vote on say-on-pay frequency (defaulting to 1 year), approval of a 2026 Employee Stock Purchase Plan, approval of a charter amendment to declassify the board, and ratification of KPMG as auditor for fiscal 2026. The excerpt provided covers voting mechanics and does not disclose vote outcomes or detailed compensation figures.

  • · Proxy card or voting instruction deadline for registered stockholders is 11:59 p.m. Eastern Time on December 14, 2026; for exchangeable shareholders, 9:00 p.m. Pacific Time on December 14, 2026.
  • · Default voting absent instructions: FOR all Class II director nominees, FOR say-on-pay, 1 YEAR for say-on-pay frequency, FOR the 2026 ESPP, FOR board declassification, and FOR KPMG ratification.
  • · Exchangeable shares resulted from the October 13, 2022 redomicile transactions and are economically equivalent to common stock, with voting exercised through a special voting preferred stock held by the share trustee.
  • · Beneficial holders' shares do not count toward quorum or votes on director elections unless voting instructions are returned; exchangeable share holders who fail to instruct have voting rights unexercised and shares not counted toward quorum.
  • · The meeting will be held virtually at meetnow.global/M45Z77N, and the Form 8-K reporting voting results will be filed with the SEC and posted on SEDAR+ and the company website.
SCANSOURCE, INC. DEF 14A neutral materiality 4/10

26-10-2026

ScanSource's DEF 14A proxy statement for the 2026 Annual Meeting of Shareholders includes executive compensation pay-versus-performance disclosures for fiscal years 2022 through 2026 and reports a change in the independent auditor from Grant Thornton to Deloitte, engaged October 9, 2025. Audit fees paid to Deloitte in fiscal 2026 were $1,524,000 and Grant Thornton's fiscal 2026 audit fees were $230,000, versus $1,927,926 in fiscal 2025, a year-over-year decline in audit fees of roughly 88% across the two firms, with total fees of $2,137,750 in fiscal 2025 versus $2,094,672 combined in fiscal 2026. The filing states that Grant Thornton's prior audit reports contained no adverse opinion, disclaimer, or qualification, and that no disagreements or reportable events occurred.

  • · Deloitte was engaged on October 9, 2025, replacing Grant Thornton as independent registered public accounting firm.
  • · No disagreements or reportable events under Regulation S-K Item 304 occurred with Grant Thornton during fiscal 2024, fiscal 2025, or the interim period through October 9, 2025.
  • · Grant Thornton's audit reports for fiscal 2024 and fiscal 2025 contained no adverse opinion, disclaimer, or qualification.
  • · Deloitte was not consulted on accounting or auditing matters under Item 304(a)(2)(i) or (ii) during the relevant periods.
  • · All audit and permitted non-audit services in fiscal 2026 were pre-approved by the Audit Committee.
Herzfeld Credit Income Fund, Inc DEF 14A neutral materiality 3/10

26-10-2026

Herzfeld Credit Income Fund, Inc. (HERZ) has filed its DEF 14A proxy statement for its Annual Meeting of Stockholders on December 8, 2026, at which stockholders will elect one Class III director, Brigitta S. Herzfeld, whose term expires at the meeting. The Board, including all Independent Directors, unanimously recommends a vote FOR the nominee. The filing reports 2,021,875 shares outstanding as of the October 13, 2026 record date and a board of five members, with four regular board meetings held during fiscal year ended June 30, 2026.

  • · Annual Meeting scheduled for December 8, 2026 at 2:00 p.m. ET at 119 Washington Avenue, Suite 405, Miami Beach, FL, with remote communication option
  • · Voting is by plurality of votes cast, provided a quorum (majority of outstanding shares) is present; abstentions and broker non-votes do not count as votes cast
  • · Nominee Brigitta S. Herzfeld is classified as an interested director due to her role at the Adviser; the Board's Chairperson is an Independent Director
  • · Erik M. Herzfeld holds the largest individual director stake; all directors together hold 4.67% of the Fund
  • · Each director serves three-year terms; Class I and Class II terms expire in 2027 and 2028 respectively
  • · Pre-registration and government-issued photo ID required for in-person attendance
AEON Biopharma, Inc. DEF 14A neutral materiality 4/10

26-10-2026

AEON Biopharma filed a definitive DEF 14A proxy for a Special Meeting of Stockholders on December 15, 2026, seeking approval for four proposals: (1) authority for a reverse stock split at a ratio from 1-for-2 through 1-for-100 within 12 months, subject to NYSE American compliance including the cumulative-ratio limit tied to its prior 1-for-72 split effective February 26, 2025; (2) an amendment to the 2023 Incentive Award Plan to count pre-funded warrant shares in the fully-diluted base for the annual evergreen; (3) a parallel ESPP amendment on the same basis; and (4) an adjournment proposal. The Board recommends FOR on all four. Approval of the split does not require implementation, and the filing notes that a split may not increase or sustain the market price or improve liquidity.

  • · Record date is October 23, 2026; the Special Meeting is at 130 Vantis Dr., Suite 170, Aliso Viejo, CA 92656 at 1:00 p.m. Pacific Time
  • · Compliance Condition: the Board may not effect the split unless it complies with NYSE American rules, and the permissible maximum ratio shrinks while the 1-for-72 split remains in the two-year lookback; a stricter rule reduces the maximum, but a relaxation does not raise the 1-for-100 cap
  • · Stockholder authority to effect the split expires immediately before the first anniversary of approval; the proposals are not conditioned on one another
  • · Pre-funded warrant shares are added to the evergreen denominator starting January 1, 2027, but pre-funded warrants are not outstanding Common Stock and carry no voting rights; other warrants remain excluded
  • · Voting deadline: internet and telephone proxies by 11:59 PM ET on December 14, 2026; mailed proxies must arrive by December 14, 2026
  • · No director elections, advisory say-on-pay vote, or auditor ratification are on this meeting's agenda
  • · Filing fee status: no fee required
TREASURE GLOBAL INC DEF 14A mixed materiality 7/10

26-10-2026

Treasure Global Inc (Nasdaq: TGL) has filed a preliminary DEF 14A proxy seeking stockholder approval for a board-authorized reverse stock split at any whole-number ratio from 1-for-2 to 1-for-50, to be implemented within twelve months of the special meeting, in order to regain compliance with Nasdaq's $1.00 minimum bid price rule. The stock closed at $0.2215 on October 23, 2026, and the board projects a post-split price of about $11.075 at a 1-for-50 ratio, though it acknowledges no assurance of a proportional price increase and flags risks including reduced liquidity and possible perception of financial weakness. Outstanding shares would fall from 12,672,698 to approximately 253,454 at a 1-for-50 ratio, while authorized shares remain at 600,000,000.

  • · Stockholder approval requires a majority of outstanding shares entitled to vote; abstentions and broker non-votes have no effect on Proposal 1.
  • · Proposal 2 seeks authority to adjourn the special meeting to solicit more proxies if votes are insufficient, and is treated as a routine matter so brokers may vote on it.
  • · Fractional shares resulting from the split will be rounded up to the nearest whole share.
  • · Reverse split is intended to qualify as a federal income tax recapitalization; cash in lieu of fractional shares may generate capital gain or loss.
  • · The board has not retained an outside appraiser or financial advisor to assess fairness of the reverse split to stockholders.
  • · No director or officer has an interest in the proposals beyond their stockholdings.
  • · Par value remains $0.00001 per share; stated capital is reduced proportionally with an offsetting credit to additional paid-in capital.
TScan Therapeutics, Inc. DEF 14A negative materiality 7/10

26-10-2026

TScan Therapeutics (Nasdaq: TCRX) is asking stockholders to approve a reverse stock split of its voting and non-voting common stock at a ratio between one-for-two and one-for-fifty, with the exact ratio left to the board's discretion. The company received a Nasdaq deficiency letter on August 27, 2026 after its bid price stayed below $1.00 for 30 consecutive trading days, and the stock closed at $0.2379 on October 12, 2026. The company has until February 23, 2027 to regain compliance, and the filing notes that failure to act could lead to delisting to an OTC market with reduced liquidity.

  • · The board may abandon the reverse split before it becomes effective, and the split must be effected within one year of stockholder approval.
  • · The company may transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market to qualify for an additional 180-day compliance period, without changing its ticker symbol.
  • · A reverse split does not reduce authorized common stock, so authorized but unissued shares rise relative to shares outstanding, creating potential dilution risk.
  • · If the stock falls back below $1.00 within one year after the split, the company loses eligibility for compliance periods and faces delisting without a cure period.
VILLAGE SUPER MARKET INC DEF 14A neutral materiality 4/10

26-10-2026

Village Super Market, Inc. (VLGEA) filed its definitive DEF 14A proxy statement on October 26, 2026, for a fully virtual Annual Meeting on December 11, 2026 at 10:00 A.M. ET, with a record date of October 12, 2026. Shareholders will vote on nine director nominees, ratification of KPMG LLP as 2027 auditor, a non-binding say-on-pay advisory vote, and approval of a new 2026 Equity Incentive Plan. The filing reports 10,681,283 Class A shares (one vote each) and 4,125,045 Class B shares (ten votes each) outstanding and entitled to vote.

  • · Class B shares carry ten votes each versus one vote per Class A share, giving the Sumas family concentrated voting control relative to their economic stake
  • · Several nominees are related: Robert Sumas is father of Nicholas J. Sumas II and uncle of John J. Sumas; John P. Sumas is uncle of Perry J. Blatt; the Sumas family directors include multiple cousins
  • · Proposals 1, 3 and 4 are expected to be non-routine, meaning brokers cannot vote uninstructed shares on them; Proposal 2 (auditor ratification) is likely routine
  • · Directors are elected by plurality; withheld votes and broker non-votes do not affect outcome, and cumulative voting is not permitted
  • · Proposals 2, 3 and 4 require a majority of votes cast; abstentions and broker non-votes do not affect outcome
  • · Notable tenure: Robert Sumas (85) has 63 years with the Company and John P. Sumas (77) has a 53-year career
  • · Annual Report on Form 10-K for the fiscal year ended July 25, 2026 is available alongside the proxy materials
TRIO-TECH INTERNATIONAL DEF 14A neutral materiality 3/10

26-10-2026

Trio-Tech International has filed its DEF 14A proxy statement for the 2026 annual meeting of shareholders, to be held December 8, 2026 in Van Nuys, California, with the record date of October 19, 2026 and 10,338,265 shares outstanding. Shareholders will vote on four proposals: election of four incumbent directors, an amended and restated charter, adoption of the 2026 Omnibus Equity Incentive Plan, and ratification of Forvis Mazars LLP as auditor for fiscal year ending June 30, 2027. The filing is procedural in nature and contains no reported financial performance figures for the period.

  • · Annual Meeting to be held in person at 16139 Wyandotte Street, Van Nuys, California 91406 at 10:00 A.M. Pacific Standard Time on December 8, 2026
  • · Proxy materials expected to be first sent or made available to shareholders on or about October 28, 2026
  • · Company is a California corporation with principal executive address in Singapore
  • · Director elections require a plurality of votes cast; Charter Amendment and 2026 Plan require a majority of votes cast by shares present; auditor ratification requires a majority of votes present, where abstentions effectively count against
  • · Broker non-votes are expected on the election of directors, Charter Amendment, and 2026 Plan because these are non-routine matters; auditor ratification is routine and brokers may vote without instruction
  • · Board nominees are incumbents; all nominees except S.W. Yong are described as independent under Nasdaq rules and Rule 10A-3 of the Exchange Act
FACTSET RESEARCH SYSTEMS INC DEF 14A neutral materiality 3/10

26-10-2026

FactSet Research Systems Inc. (FDS) filed its definitive DEF 14A proxy statement on October 26, 2026, announcing a virtual Annual Meeting of Stockholders on December 16, 2026 at 10:00 AM Eastern Time. Stockholders of record as of October 19, 2026 will vote on electing ten Board nominees to one-year terms, ratifying Ernst & Young LLP as the independent registered public accounting firm for fiscal 2027, and an advisory vote on named executive officer compensation. The filing also contains executive compensation tables covering fiscal years 2021 through 2026, including Peo (Mr. Viswanathan and Mr. Snow) and non-PEO NEO data.

  • · Annual Meeting to be held virtually at www.virtualshareholdermeeting.com/FDS2026 on December 16, 2026 at 10:00 AM Eastern Time
  • · Record date for voting is October 19, 2026
  • · Board recommends FOR all ten director nominees, FOR Ernst & Young ratification, and FOR the advisory say-on-pay proposal
  • · Company is a Delaware corporation headquartered at 45 Glover Avenue, Norwalk, CT 06850
  • · No filing fee required for this proxy statement
ESPEY MFG & ELECTRONICS CORP DEF 14A mixed materiality 4/10

26-10-2026

Espey Mfg. & Electronics Corp.'s DEF 14A proxy statement discloses executive compensation for fiscal years 2024 through 2026, with CEO David O'Neil's compensation actually paid rising from $651,079 (FY2024) to $926,742 (FY2025) and $934,073 (FY2026). Compensation actually paid for the other named executive officers averaged $446,953 in FY2026, up from $368,233 in FY2025 but with a different set of executives in the group, so the year-over-year comparison is not like-for-like. The filing also details board nominating criteria and reduces the fixed board size to six, leaving one Class B seat vacant.

  • · CEO compensation actually paid was essentially flat in FY2026 (+0.8%) even though his Summary Compensation Table total rose about 15% and his Summary Compensation Table total for FY2026 was $756,143
  • · Katrina Sparano was a Named Executive Officer in FY2024 and FY2025 but not FY2026, and Kaitlyn O'Neil served as an NEO only from January 6 to June 30, 2025 in FY2025 before being listed for FY2026
  • · The Board reduced its fixed size to six directors, with one Class B seat remaining vacant
  • · Shareholder director recommendations must be postmarked no more than 180 days and no fewer than 120 days before the prior year's Annual Meeting date
  • · The Nominating Committee is comprised of three independent directors and operates under a written charter available at www.espey.com
BBR ALO Fund, LLC DEF 14A neutral materiality 5/10

26-10-2026

BBR ALO Fund, LLC has filed a definitive proxy statement for a special shareholder meeting on December 9, 2026, seeking approval for two proposals: reclassifying the Fund from diversified to non-diversified under the 1940 Act, and approving a new Subadvisory Agreement with AllianceBernstein L.P. The Board unanimously recommends voting FOR both proposals. The Fund had 129,566,413.878 shares outstanding as of the October 16, 2026 record date, and the Fund's investment goal and strategies are stated to remain unchanged, though the reclassification increases potential concentration and volatility risk.

  • · The Fund became a diversified fund in June 2026 after operating as diversified for three consecutive years, requiring shareholder approval to return to non-diversified status.
  • · If the Adviser does not manage the Fund as non-diversified within three years of approval, shareholder approval would again be required to reserve that freedom of action.
  • · The Current Subadvisory Agreement with AllianceBernstein, dated May 22, 2025, terminates automatically upon an assignment, including a direct or indirect transfer of a controlling block of AllianceBernstein's voting securities, which is why shareholders are asked to approve a new agreement.
  • · Proxy votes must be received by 11:59 p.m. Eastern Time on December 8, 2026; proxies default to FOR if no vote is specified.
  • · The Fund intends to continue complying with Subchapter M diversification rules to preserve favorable tax treatment regardless of 1940 Act classification.

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