US Executive Compensation Proxy SEC Filings — October 28, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

11 high priority 11 total filings analysed

Executive Summary

This digest covers 11 DEF 14A and DEFM14A filings in the Executive Compensation Insights stream, all dated around October 28, 2026. The filings are overwhelmingly procedural: most contain no quantified financial results, so period-over-period comparisons (YoY/QoQ) are unavailable for nearly every company, and the enriched data is largely limited to governance, voting mechanics, and meeting logistics.

The most material development is Distribution Solutions Group's going-private merger led by CEO J. Bryan King, which carries a 9/10 materiality score, a December 31, 2026 outside date, a dual-majority disinterested-stockholder vote requirement, and roughly $189 million in recent acquisitions funded partly through the revolver. Governance themes recur across the set: plurality director elections, advisory say-on-pay and say-on-frequency votes, and leadership transitions (NAPCO's CEO and Executive Chairman changes, IBEX's chairman transition and Lead Independent Director appointment, Bridgeway's fund complex migration to RBB). A notable procedural signal is CEA Industries/BNB Standard's failed equity plan vote under the former bylaw standard, which treated abstentions and broker non-votes as against, underscoring how voting mechanics can defeat shareholder-supported proposals. Executive compensation disclosure is thin in the excerpts provided, with NAPCO the only filing disclosing compensation-governance details, and no insider transaction or capital allocation data was present in the enriched fields for these filings.

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 October 20, 2026.

Investment Signals (9)

  • Going-private merger by CEO-controlled Parent with HSR waiting period expired August 20, 2026; disinterested-stockholder majority requirement and Outside Date of December 31, 2026 define the near-term path, and Mr. King will control the Surviving Corporation post-merger

  • Acquisitions of AFC (~$44M, closed September 1, 2026) and GradeEight (~$145M, closed October 26, 2026) were funded partly through the Revolving Credit Facility, signaling continued capital deployment ahead of the merger

  • 2026 equity plan received 56.4% FOR among shares entitled to vote but failed the majority-of-represented-shares threshold because broker non-votes (24.3% of represented shares) counted against it; the December 4, 2026 special meeting re-votes under the new standard

  • Management transition with Kevin Buchel named CEO and President and Richard Soloway as Executive Chairman and Founder, plus a newly engaged compensation consultant for new CEO and Executive Chairman employment agreements

  • IBEX Ltd ↓ (NEUTRAL)
    ▲

    Governance reset as former Chairman Khaishgi withdrew for personal reasons (not disagreement), John Jones became Chairman and Mingzhe Zhuang Lead Independent Director; the board is set at eight with a Board-approved vacancy-filling mechanism

  • ▲

    Seven-nominee slate would move three funds into the RBB complex with U.S. Bank administration and custody; management projects possible operating-expense savings but states they are not assured given existing fee waivers

  • ▲

    Board recommends an annual say-on-pay frequency and seven nominees are on the ballot for the December 9, 2026 meeting; no financial results were disclosed in the excerpt

  • Ratification of a 2025 Equity Incentive Plan authorizing up to 7,500,000 shares is on the ballot, a material equity dilution decision for a company with 31,059,610 shares outstanding

  • Proposal to increase authorized common stock to 500,000,000,000 shares is an extreme authorization increase that merits scrutiny of dilution intent

Risk Flags (8)

  • Affiliated stockholders including CEO King and LKCM-affiliated funds are excluded from the disinterested vote, and Affiliated Stockholders derive substantially all economic benefit from the Surviving Corporation through their Parent interests; minority holders face a conflicted transaction

  • Outside Date of December 31, 2026 leaves limited cushion for the stockholder vote, and the merger requires both overall and separate disinterested majority approvals

  • Requested increase in authorized common stock to 500 billion shares could enable substantial future dilution of existing holders

  • Former bylaw standard treated abstentions and broker non-votes as against, causing the 2026 equity plan to fail despite 56.4% FOR support; re-solicitation adds cost and execution risk

  • ▼

    Mr. Jones is not independent under Nasdaq rules, so the Chairman role sits with a non-independent director and independence is concentrated in the Lead Independent Director position

  • Simultaneous CEO change, Executive Chairman appointment, and new CFO-level reshuffling; the Compensation Committee did not perform formal competitive pay benchmarking in FY2026

  • Current directors will not continue to serve after the Effective Date and none of the nominees currently sits on the Board; the new Board is not bound to approve U.S. Bank agreements

  • 7,500,000-share 2025 plan ratification represents potential dilution against 31,059,610 shares outstanding, roughly 24% of the current base if fully used

Opportunities (6)

  • Minority holders may be offered a takeout premium under the merger consideration; monitor the merger proxy's fairness analysis and the disinterested-holder vote outcome before the December 31, 2026 Outside Date

  • With the 2026 plan already holding 56.4% FOR among shares entitled to vote, the December 4, 2026 special meeting under the new majority-of-votes-cast standard offers a credible path to approval

  • New CEO Kevin Buchel and Executive Chairman Richard Soloway, backed by a newly engaged compensation consultant, may align pay with performance going forward; watch the new employment agreement terms for incentive structure

  • ◆

    Resolution of the chairman succession and LID appointment, combined with board size set at eight, may reduce governance overhang following the Khaishgi withdrawal

  • Management's projected operating-expense savings from RBB consolidation and U.S. Bank services, if realized, would lower fund expense ratios for shareholders of the Ultra-Small Company, Omni Small-Cap Value, and Global Opportunities funds

  • Management will present updates on the Grassy Mountain and Sleeper Gold projects at the December 10, 2026 virtual AGM, a potential information catalyst for PZG holders

Sector Themes (5)

  • Going-Private and Controlled-Company Transactions (MIXED)
    ◆

    Distribution Solutions Group's CEO-led take-private alongside recent insider-linked governance concerns highlights a pattern in which controlling insiders drive exits from public markets, making disinterested-holder protections the key minority safeguard

  • Voting Mechanics Determine Outcomes (NEUTRAL)
    ◆

    The CEA Industries failure, where broker non-votes and abstentions counted as against under the former bylaws, shows that voting standards can override majority shareholder support; filings in this batch increasingly specify plurality or majority-of-votes-cast standards

  • Fund Complex Consolidation (NEUTRAL)
    ◆

    Bridgeway's move into the RBB fund complex with U.S. Bank administration reflects a broader trend of small-cap fund platforms consolidating administrative infrastructure to pursue expense efficiencies

  • Leadership Transitions and Governance Reshuffles (NEUTRAL)
    ◆

    NAPCO (CEO and Executive Chairman changes) and IBEX (chairman and LID changes) show mid-cap boards reorganizing leadership roles, with formal compensation benchmarking often absent before new employment agreements are struck

  • Virtual-Only Shareholder Meetings (NEUTRAL)
    ◆

    Nearly all filings (Cineverse, Eightco, Incannex, IZEA, Paramount Gold, CEA Industries) use virtual-only formats, limiting in-person engagement and placing greater weight on proxy materials and online voting

Watch List (7)

  • Track the DEFM14A stockholder vote, the disinterested-holder majority outcome, and any Outside Date extension ahead of December 31, 2026

  • CEA Industries (BNB Standard)/Special Meeting (WATCH)
    👁

    Monitor the December 4, 2026 re-vote on the CEA 2025 and BNB 2026 equity incentive plans at 12:00 p.m. ET, with proxy deadline 11:59 p.m. ET on December 3, 2026

  • Monitor the December 11, 2026 vote on the 500 billion authorized-share increase and the Stephano Slack auditor ratification; note the June 29, 2027 Rule 14a-8 deadline

  • Track the eight-director slate, the Bye-law 74 and 2020 LTIP amendments, and say-on-pay results for the FY ended June 30, 2026

  • Watch the November 30, 2026 vote on the 2025 Equity Incentive Plan (7,500,000 shares) and the three Class II director nominees, given dilution implications

  • Monitor the December 17, 2026 vote on seven RBB-affiliated nominees and the expected March 15, 2027 Effective Date for the fund complex transition

  • Watch disclosure of the CEO and Executive Chairman employment agreement terms following consultant-led compensation work, as these would be the first formal pay benchmarks under new leadership

Filing Analyses (11)
Cineverse Corp. DEF 14A neutral materiality 3/10

28-10-2026

Cineverse Corp. (CNVS) has filed its definitive DEF 14A proxy statement for a virtual 2026 Annual Meeting of Stockholders on December 8, 2026 at 11:00 a.m. Pacific Time, with a record date of October 12, 2026 and 26,629,716 Class A shares outstanding. Stockholders will vote on electing four directors, a non-binding say-on-pay advisory vote, amendments to the 2017 Equity Incentive Plan to increase share capacity and extend its term, and ratification of EisnerAmper LLP as auditor for the fiscal year ending March 31, 2027. The filing is largely procedural and contains no quantified financial performance results for the current or prior periods.

  • · Virtual meeting access via www.virtualshareholdermeeting.com/CNVS2026; stockholders cannot attend in person
  • · Proposals One through Four are non-routine, so broker non-votes have no effect on them; Proposal Five is routine and brokers may vote uninstructed shares on it
  • · Abstentions count toward quorum and have the same effect as a vote AGAINST a proposal
  • · Quorum requires at least one-third of voting power of outstanding Class A shares
  • · Deadline for Rule 14a-8 stockholder proposals for the 2027 meeting is June 30, 2027; universal proxy nomination notice deadline is October 9, 2027
  • · No dissenters' appraisal rights apply to any proposal under Delaware law and the company's charter
Eightco Holdings Inc. DEF 14A neutral materiality 4/10

28-10-2026

Eightco Holdings Inc. (ORBS) has filed its DEF 14A proxy statement for a virtual annual meeting of stockholders on December 11, 2026, with a record date of October 16, 2026. Stockholders will vote on electing Thomas Lee as Class I director, approving an increase in authorized common stock to 500,000,000,000 shares, ratifying Stephano Slack LLC as independent auditor for fiscal 2026, and approving a possible adjournment. The filing contains no quantitative financial performance data for the current or prior periods.

  • · Stockholder proposals under Rule 14a-8 for the 2027 annual meeting must be received by June 29, 2027
  • · Advance notice window for other stockholder proposals and director nominations: August 13, 2027 to September 12, 2027
  • · Universal proxy rule notice deadline for nominees other than the Company's: October 12, 2027
  • · Voting by telephone and internet closes 11:59 p.m. Eastern Time on December 10, 2026
  • · Quorum requires one-third of voting power; abstentions and broker non-votes count toward quorum
  • · Proposal 1 (director election) is non-routine, so brokers cannot vote uninstructed shares on it; Proposals 2, 3 and 4 are routine
Incannex Healthcare Inc. DEF 14A neutral materiality 2/10

28-10-2026

Incannex Healthcare Inc. (IXHL) has filed a definitive proxy statement (DEF 14A) soliciting shareholder votes for its virtual Annual Meeting on December 17, 2026 at 10:00 a.m. Gulf Standard Time, with a record date of October 22, 2026 and 12,544,627 common shares outstanding and entitled to vote. Shareholders will vote on the election of two Class III directors and the ratification of Grant Thornton Audit Pty Ltd as independent registered public accounting firm for fiscal year ending June 30, 2027. The filing is procedural in nature and discloses no financial performance results.

  • · Annual Meeting to be held virtually via live audio webcast on Thursday, December 17, 2026, with online access opening 15 minutes before the 10:00 a.m. GST start
  • · Internet Availability Notice and proxy materials expected to be distributed to stockholders on or about November 2, 2026
  • · Board recommends FOR the election of the director nominees and FOR ratification of Grant Thornton as auditor for fiscal year ending June 30, 2027
  • · Election of directors is by plurality vote; broker non-votes on directors have no effect, while abstentions on auditor ratification count as votes AGAINST
  • · Company is a Delaware corporation with fiscal year end June 30 and principal business address in Norwest, NSW, Australia, with investor relations office in Melbourne, Australia
BRIDGEWAY FUNDS INC DEF 14A neutral materiality 5/10

28-10-2026

Bridgeway Funds, Inc. has filed a definitive proxy statement for a Special Meeting of Shareholders on December 17, 2026, asking holders of its three series (Ultra-Small Company Fund, Omni Small-Cap Value Fund, Global Opportunities Fund) to elect seven new directors who would take office on or about March 15, 2027 (no later than March 31, 2027). The election would move the Funds into the RBB fund complex and, ultimately, transition fund administration, custody and transfer agency to U.S. Bank; the current Board unanimously recommends a vote FOR the Nominees, and the Adviser (Bridgeway Capital Management) states the investment adviser, fees and strategies will not change. Management projects possible operating-expense savings, but states these are not assured and may not lower net expenses given existing fee waivers.

  • · Plurality voting standard: nominees are elected by plurality of votes cast at a meeting with quorum present
  • · The Company's current directors will not continue to serve after the Effective Date; none of the Nominees currently serves on the Board
  • · Bridgeway has told the current Board it intends to recommend appointment of the same officers as other RBB funds and approval of U.S. Bank agreements, but the new Board is not bound to do so
  • · Shareholders may revoke a proxy before the meeting by written notice to the Secretary
  • · Record date for voting entitlement is October 22, 2026; mailing on or about November 5, 2026
  • · The filing states the Company's proxy costs are paid by Bridgeway, not the Funds
IZEA Worldwide, Inc. DEF 14A neutral materiality 3/10

28-10-2026

IZEA Worldwide, Inc. has filed its definitive DEF 14A proxy statement for its 2026 annual meeting of stockholders, to be held December 9, 2026 in Chicago. Stockholders will vote on electing seven board nominees, ratifying Grant Thornton LLP as auditor for fiscal 2026, a non-binding say-on-pay advisory vote, and a say-on-frequency vote, with the Board recommending an annual frequency. The filing is governance-focused and contains no new financial results or performance data in the excerpt provided.

  • · Record date for voting is October 14, 2026, and voting closes 11:59 p.m. Eastern on December 8, 2026
  • · Company's principal location is listed as Orlando, Florida, while the meeting is held in Chicago, Illinois
  • · Proxy materials are being made available on or about October 28, 2026 via internet availability notice
  • · Stockholders do not have cumulative voting rights
IBEX Ltd DEF 14A neutral materiality 4/10

28-10-2026

IBEX Limited's DEF 14A proxy statement, dated October 28, 2026 for the fiscal year ended June 30, 2026, asks shareholders to set the board at eight directors, elect eight nominees, approve a board vacancy-filling mechanism, hold advisory say-on-pay and say-on-frequency votes, amend Bye-law 74 and the 2020 Long Term Incentive Plan, and appoint the auditor. Governance changes include the withdrawal of former Chairman Mohammed Khaishgi from re-election, the Board's December 2025 appointment of Shuja Keen to fill the vacancy, John Jones becoming Chairman, and Mingzhe (JJ) Zhuang becoming Lead Independent Director. The filing reports no quantitative financial results.

  • · Proposals include setting the board maximum at eight directors, electing eight nominees, a board vacancy-fill approval, advisory votes on executive compensation and vote frequency, amendments to Bye-law 74 and the 2020 LTIP, and auditor appointment
  • · Mr. Khaishgi's board service ended immediately after the 2025 Annual Meeting; he withdrew for personal reasons, not disagreements with the Company
  • · Mr. Jones is not independent under Nasdaq rules, so the LID role was created for Mr. Zhuang
  • · Appointed directors serve until the earlier of the 2026 annual general meeting or resignation, death, or removal
  • · Mr. Keen previously served on the Board from March 2018 through December 2024
  • · The Board does not have a formal policy on combining or separating the Chairman and CEO roles
  • · The Company's recent shareholder engagement topics include its AI strategy, AI opportunities and risks, capital allocation, and governance priorities
CEA Industries Inc. DEF 14A mixed materiality 5/10

28-10-2026

BNB Standard Corporation (formerly CEA Industries Inc., Nasdaq: BNC) has filed a definitive proxy statement for a Special Meeting of Stockholders on December 4, 2026, seeking approval of two equity incentive plans: the CEA Industries Inc. 2025 Equity Incentive Plan and the BNB Standard Corporation 2026 Equity Incentive Plan. Both proposals failed at the July 22, 2026 meeting under the former bylaw voting standard, which counted broker non-votes and abstentions as votes against; the 2026 plan received 56.4% support of shares entitled to vote but did not meet the majority-of-represented-shares threshold. The filing is procedural in nature and reflects the company's name change effective September 29, 2026.

  • · Former Bylaw Voting Standard (Section I.07) required a majority of shares represented, treating abstentions and broker non-votes as votes against; this was unchanged since the company was private
  • · The 2026 plan proposal received 56.4% FOR among shares entitled to vote, but fell short of the threshold because broker non-votes (24.3% of represented shares) counted against it
  • · Special Meeting will be virtual on December 4, 2026 at 12:00 p.m. ET; proxy voting deadline is 11:59 p.m. ET on December 3, 2026
  • · Record date for the Special Meeting is October 8, 2026
Paramount Gold Nevada Corp. DEF 14A neutral materiality 2/10

28-10-2026

Paramount Gold Nevada Corp. (PZG) filed its definitive DEF 14A proxy statement on October 28, 2026 (materials mailed October 30, 2026) for its 2026 Annual General Meeting, to be held virtually on December 10, 2026 at 11:00 a.m. EST. Stockholders will vote on electing seven director nominees and ratifying Baker Tilly US, LLP as independent auditor for the fiscal year ending June 30, 2027; the Board unanimously recommends voting FOR both proposals. The filing contains no quantitative financial results, so no performance comparisons are available.

  • · Record date for voting entitlement is October 15, 2026; meeting is virtual-only with no physical location
  • · Management will present an update on the Grassy Mountain and Sleeper Gold projects and the Company's outlook at the meeting
  • · Proxy materials are available at www.edocumentview.com/PZG; voting via www.proxyvote.com or 1-800-454-8683
  • · Filing fee: no fee required
Distribution Solutions Group, Inc. DEFM14A mixed materiality 9/10

28-10-2026

Distribution Solutions Group (DSGR) filed a DEFM14A proxy statement for a going-private merger in which Parent (controlled by CEO J. Bryan King and affiliated LKCM Headwater entities) would acquire all outstanding Company Common Stock not already owned by affiliates, under a Merger Agreement dated July 15, 2026 with an Outside Date of December 31, 2026. The merger requires majority approval of all outstanding shares and a separate majority-of-disinterested-stockholders approval, and the HSR waiting period expired on August 20, 2026. The filing also discloses recent acquisitions (AFC for approximately $44 million, closed September 1, 2026; GradeEight for approximately $145 million, closed October 26, 2026), both funded in part through the Revolving Credit Facility.

  • · Affiliated Stockholders (including Mr. King, Mr. Wallace, and LKCM-affiliated funds) are excluded from the Disinterested Stockholder vote, so a separate majority of votes cast by disinterested holders is required in addition to the overall majority approval.
  • · Mr. King, as sole manager of Parent, is expected to control the Surviving Corporation's operations and finances post-merger, and Affiliated Stockholders will derive substantially all economic benefit from the Surviving Corporation through their Parent interests.
  • · Non-employee director restricted stock units will fully accelerate and vest at the Effective Time and convert into the right to receive Merger Consideration.
  • · Closing is expected no later than 9:00 a.m. Central Time on the second business day after conditions are satisfied, but no later than the December 31, 2026 Outside Date absent extension.
  • · Shareholders have appraisal rights under DGCL Section 262 (Annex C).
  • · The Certain Funds Period runs from July 15, 2026 through the earlier of the Effective Time and January 8, 2027.
NAPCO SECURITY TECHNOLOGIES, INC DEF 14A neutral materiality 4/10

28-10-2026

NAPCO Security Technologies' DEF 14A proxy statement covers fiscal year 2026 (ended June 30, 2026), including an Audit Committee report recommending inclusion of audited financials in the FY2026 Form 10-K, a non-employee director compensation table, executive officer changes, and compensation governance disclosures. Following fiscal year-end, Kevin Buchel became CEO and President and Richard Soloway became Executive Chairman and Founder, while Andrew Vuono was named Secretary and Treasurer. The filing discloses no specific revenue, earnings, or segment figures, so financial performance cannot be assessed from this excerpt.

  • · Joseph Pipczynski was hired as Chief Revenue Officer in January 2026 after roughly 15 years as President and CEO of JPL Consulting Group.
  • · Andrew Vuono served as CFO from May 2025, previously a partner at Baker Tilly US, LLP until May 2024.
  • · The Compensation Committee did not conduct formal competitive pay benchmarking in FY2026; a compensation consultant was engaged afterward for bonuses, equity awards, and new CEO and Executive Chairman employment agreements.
  • · The Clawback Policy covers incentive compensation received after October 2, 2023 and requires recovery regardless of executive misconduct or fault.
  • · No delinquent Section 16(a) filings were reported for the most recent fiscal year.
  • · The filing references a Special Litigation Committee, though the nature of the litigation is not described in this excerpt.
INTEGRATED BIOPHARMA INC DEF 14A neutral materiality 3/10

28-10-2026

Integrated BioPharma (INBP) filed its DEF 14A proxy statement dated October 28, 2026 for its 2026 Annual Meeting on November 30, 2026, with a record date of October 15, 2026 and 31,059,610 shares outstanding. Stockholders will vote on electing three Class II directors (William Milmoe, Christina Kay, Robert Canarick) to terms ending in 2029, ratifying a 2025 Equity Incentive Plan authorizing up to 7,500,000 shares, and ratifying CBIZ CPAs P.C. as independent auditor for fiscal 2027. The filing is governance-focused and contains no operating results, so no period-over-period performance comparison is presented.

  • · Annual Meeting to be held November 30, 2026 at 9:00 a.m. at the Company's Hillside, New Jersey offices
  • · Class II director nominees serve three-year terms expiring at the 2029 Annual Meeting; Class I directors' terms expire 2027 and Class III director's term expires 2028
  • · Quorum requires a majority of outstanding shares; directors elected by plurality vote; auditor ratification requires a majority of shares present
  • · Equity Incentive Plan Proposal and director elections are non-routine, so brokers cannot vote on them without instructions; auditor ratification is routine
  • · Riva Sheppard and Christina Kay are sisters and both serve as Co-Chief Executive Officers
  • · Stockholders have no appraisal rights under Delaware law for matters voted at the meeting

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