Friday Furnace
(06-13-2025)
Acquisitions and Dispositions
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GEE Group Inc. completed the disposition of assets previously disclosed in Item 1.01 of this Form 8-K. The filing does not provide additional details beyond the referenced item, indicating the transaction is finalized. Investors should review Item 1.01 for the full implications of this asset sale. Aytu Biopharma Inc. has completed the acquisition or disposition of assets as referenced in Item 1.01 of this 8-K filing. No additional details are provided in Item 2.01 itself, indicating the transaction is finalized. Investors should review Item 1.01 for the specific terms and implications of the asset transaction. |
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Executive Changes
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CVR Partners LP announced the approval of its 2025 Long-Term Incentive Plan by unitholders, authorizing the issuance of up to 550,000 units through various awards including options, unit appreciation rights, and restricted units. The plan includes key restrictions such as a minimum one-year vesting period, prohibition on repricing without unitholder approval, no automatic replenishment of units, and limitations on distributions related to awards. These measures aim to align executive compensation with unitholder interests while maintaining strict controls on award terms and issuance. At the 2025 Annual Meeting, Bristow Group Inc. stockholders approved Amendment No. 3 to the 2021 Equity Incentive Plan, which had been previously approved by the Board. The Amendment details are fully described in the Company’s Proxy Statement filed on April 21, 2025, and incorporated by reference in this filing. This approval enables the Company to proceed with the updated equity incentive arrangements as outlined in the attached Amendment. NerdWallet Inc. granted 62,790 restricted stock units (RSUs) and 125,581 stock options to Chief Business Officer Sam Yount, with vesting schedules tied to continued service starting between July and September 2025. The exercise price for the options is set at $10.80 per share, and the awards are governed by the Company’s 2021 Equity Incentive Plan. Additionally, Mr. Yount was approved to participate in the Company’s Change of Control and Severance Policy, enhancing his compensation protections. At the 2025 Annual Meeting, Cars.com Inc. stockholders approved an amendment to the Omnibus Incentive Compensation Plan, increasing the maximum shares issuable under the plan by 4,000,000 and extending its term to June 4, 2035. This approval enables the Company to grant additional equity-based awards, potentially impacting dilution and executive compensation expense. The full terms of the amended Plan are detailed in the Definitive Proxy Statement filed on April 25, 2025, and incorporated by reference. Simone Blank voluntarily resigned from the board of directors of Evolus, Inc. effective June 5, 2025, as part of a planned board refreshment. Following her departure, Albert White III will be appointed to the Audit Committee of the Board. The transition was not due to any disagreement with the Company regarding its operations, policies, or practices. Civista Bancshares Inc. amended its Supplemental Nonqualified Retirement Plan (SERP) to increase the annual age 65 benefit for Charles A. Parcher following his promotion and to add Ian Whinnem as a new participant. The Company’s subsidiary, Civista Bank, increased the minimum net death benefit under the split dollar life insurance policy for Mr. Parcher from $1,145,186 to $1,509,543 to align with the higher SERP benefit. These amendments enhance executive compensation obligations and related insurance funding, potentially increasing future retirement and death benefit liabilities. Courtney Conigliaro resigned as Chief Financial Officer of Oaktree Acquisition Corp. III Life Sciences, effective June 3, 2025, with no disagreements cited. Thomas Sweeney was appointed as the new CFO immediately, bringing extensive financial and accounting experience from Oaktree and prior roles, and will serve without compensation or an employment agreement. The Board also confirmed Alvin Shih as chair of the audit committee, with no related party or compensatory conflicts disclosed. Arq, Inc. announced the departure of directors L. Spencer Wells and Gilbert Li, who no longer serve on the Board following the 2025 Annual Meeting due to their decision not to stand for reelection. Wells and Li had served on the Board since 2014 and 2016, respectively. This change reduces the Board’s composition and may impact governance and strategic oversight going forward. First Western Financial, Inc. announced that its stockholders approved the amendment and restatement of the company’s Omnibus Incentive Plan at the June 4, 2025 Annual Meeting. The amended Plan was previously detailed in the definitive proxy statement filed on April 25, 2025, and the full text is attached as Exhibit 10.1 to the filing. This approval enables the company to implement updated compensatory arrangements under the revised Plan, potentially impacting executive and employee incentives. Net Power Inc. announced the departure of Kelly Rosser as Chief Accounting Officer, effective June 15, 2025, with severance including six months’ salary, pro-rated bonus, healthcare continuation, and accelerated vesting of 41,743 restricted stock units. Caleb Van Dolah will be appointed as the new principal accounting officer effective the same date, bringing extensive accounting and financial reporting experience from prior roles at Urban Grid Solar Projects, Grant Thornton LLP, and other companies. This leadership change may impact the company’s accounting and financial reporting processes during the transition period. At Chegg Inc.’s 2025 Annual Meeting, stockholders approved an amendment to the 2023 Equity Incentive Plan (2023 EIP amendment), which had been previously approved by the Board. The amendment includes updated terms for equity awards, detailed in the Proxy Statement and incorporated by reference in this filing. The Board also approved new forms of award agreements under the amended plan, which are attached as exhibits to the filing. Celularity Inc. appointed Vincent LeVien as a Class II director and member of both the Audit Committee and the Nominating and Corporate Governance Committee, effective June 5, 2025. Mr. LeVien currently serves as Chairman and CEO of I Got a Guy, Inc., a network consulting firm. There are no related party transactions or arrangements requiring disclosure under Item 404(a) of Regulation S-K associated with his appointment. At the Annual Meeting on June 3, 2025, Fortive Corporation shareholders approved the Amended and Restated 2016 Stock Incentive Plan, extending its term until February 24, 2035. This extension allows the company to continue granting stock-based compensation under the Restated Plan, which may impact executive incentives and shareholder dilution. The material terms of the Restated Plan are detailed in the company’s Proxy Statement filed on April 22, 2025, and incorporated by reference in this filing. Kurt Darrow will retire from the Boards of CMS Energy Corporation and Consumers Energy Company effective July 1, 2025, ending his service since 2013. His departure is not due to any disagreement with the companies, indicating no underlying governance or compliance issues. The Boards and management have formally acknowledged and thanked him for his contributions. Effective June 6, 2025, Donald Alvarez resigned as Chief Financial Officer and member of the board of directors of Cyngn Inc. His departure was not due to any disagreement with the Company’s operations, policies, or practices. Natalie Russell, the Director of Accounting, has been appointed as the Interim Chief Financial Officer. AZEK Co Inc. has amended its Executive Severance Plan to provide enhanced benefits for executives experiencing a qualifying termination within 24 months following a change in control of the Company. These benefits include payment of the full or pro-rata annual cash incentive for fiscal year 2025, accelerated vesting of outstanding equity awards, and continued exercisability of stock options. This amendment increases potential severance costs and may impact post-merger executive retention and compensation expenses. APA Corp announced the termination of D. Clay Bretches, Executive Vice President of Operations, effective June 4, 2025. This departure represents a significant change in the company’s senior management team. The company did not disclose any reasons related to non-compliance or litigation connected to this termination. Affiliated Managers Group Inc. appointed Thomas M. Wojcik as President while he continues as Chief Operating Officer, with Jay C. Horgen remaining as Chief Executive Officer. The Compensation Committee granted Mr. Wojcik a one-time award of restricted stock units valued at $5 million, vesting in 2030 and contingent on performance-based conditions to promote long-term shareholder value. There are no indications of resignations, departures, or negative events associated with this leadership change. Alarm.com Holdings, Inc. announced the approval of its 2025 Equity Incentive Plan by stockholders at the 2025 Annual Meeting. The plan’s terms, detailed in the Proxy Statement filed on April 23, 2025, provide the framework for equity-based compensation. This adoption enables the company to grant new equity awards, potentially impacting executive and employee compensation structures. CVR Energy, Inc. announced the stockholder-approved Third Amended and Restated 2007 Long-Term Incentive Plan, increasing the share reserve by 2,500,000 to a total of 10,000,000 shares and extending the plan term to April 21, 2035. The Amended Plan imposes new restrictions including a minimum one-year vesting period for most awards, prohibition of dividends on options and stock appreciation rights, and incorporates clawback and recoupment policies to address erroneously awarded compensation. New forms of award agreements were also approved to align with the Amended Plan, reflecting administrative updates but no material changes to terms. Centrus Energy Corp announced the resignation of Shahram Ghasemian, Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, effective June 29, 2025. Richard Emery, currently Deputy General Counsel and Director of Corporate Compliance, will be appointed as Acting General Counsel, Chief Compliance Officer, and Corporate Secretary upon Ghasemian’s departure. This leadership change may impact the company’s legal and compliance oversight during the transition period. Catheter Precision, Inc. terminated the employment of Marie-Claude Jacques, its Chief Commercial Officer, effective June 2, 2025. Executive Chairman and CEO David Jenkins will temporarily assume the Chief Commercial Officer responsibilities. This leadership change may impact the company’s commercial strategy until a permanent replacement is appointed. BigBear.ai Holdings announced the resignation of CFO Julie Peffer, effective June 6, 2025, with no indication of any disagreement or financial issues prompting her departure. Sean R. Ricker, previously Chief Accounting Officer, was appointed as interim CFO with an annualized base salary of $378,299 and a retention award of $150,000 in Restricted Stock Units vesting over two years. Ms. Peffer will receive severance payments totaling approximately $847,351 under the Executive Severance Program, contingent on her execution of a separation agreement and release of claims. Antares Strategic Credit Fund appointed Chen Yi (Jean) Hsu as a trustee effective June 2, 2025, and assigned her to the Nominating and Governance Committee and the Audit Committee. Ms. Hsu is not considered an “interested person” under the Investment Company Act, and there are no related party transactions or special arrangements associated with her appointment. She brings extensive experience from her prior senior roles at CalPERS and legal background, with compensation aligned with existing trustee fee structures. Antares Private Credit Fund appointed Chen Yi (Jean) Hsu as a trustee effective June 2, 2025, with assignments to the Nominating and Governance Committee and the Audit Committee. Ms. Hsu is not considered an interested person under the Investment Company Act and has no related-party transactions requiring disclosure. She brings extensive experience from her prior senior roles at CalPERS and legal background, with compensation aligned to existing trustee arrangements. |
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Material Agreements Signed
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Bicara Therapeutics Inc. entered into a material definitive Sublease Agreement to lease an additional 9,682 square feet of office space at its corporate headquarters in Boston, effective June 4, 2025. The base rent starts at $532,510.00, escalating annually to $554,023.40 by the third year, with the lease term ending June 30, 2027, and requiring a $45,263.35 security deposit. This lease expansion reflects a significant increase in the Company’s operating lease obligations and may impact future cash flow requirements. C&F Financial Corp entered into a Material Definitive Agreement to issue $40 million of 7.50% fixed-to-floating rate subordinated notes due 2035, which qualify as Tier 2 capital under bank holding company regulatory guidelines. The Notes are unsecured, subordinated obligations ranking junior to existing and future senior debt, with interest initially fixed and later resetting quarterly based on SOFR plus 388.5 basis points. Proceeds will be used to refinance existing subordinated debt and support general corporate purposes, including growth opportunities. Cibus, Inc. entered into Securities Purchase Agreements with outside investors and its Board Chairman to sell 15,714,285 shares of Class A Common Stock in a public offering expected to close by June 9, 2025. The Company agreed to restrictions on the sale or hedging of shares by executives and directors for 60 days post-closing, aiming to stabilize the stock price. Net proceeds will fund development of weed management traits in Rice, working capital, and professional expenses as Cibus pursues longer-term financing. Autodesk, Inc. entered into a material definitive underwriting agreement to issue $500 million of 5.300% Notes due 2035, with net proceeds intended for general corporate purposes including potential repayment of existing debt. The Notes are subject to restrictive covenants limiting liens, sale-leaseback transactions, and significant corporate changes, with events of default including payment failures and covenant breaches that could trigger acceleration of debt repayment. Autodesk’s indemnification of underwriters and potential repurchase obligations upon a change in control or credit rating downgrade introduce financial and operational risks that investors should monitor. 374Water Inc. entered into a material ATM Sales Agreement with Lake Street Capital Markets, allowing the company to sell up to $15.1 million of common stock, not exceeding 28.7 million shares, through at-the-market offerings. The company will pay a 3% commission to the Sales Agent and intends to use the net proceeds for working capital and general corporate purposes. There is no obligation to sell shares, and the agreement includes customary indemnification provisions protecting the Sales Agent against certain civil liabilities under the Securities Act. Cencora, Inc. entered into an Amended and Restated Credit Agreement increasing its senior unsecured multi-currency revolving credit facility commitments to $4.5 billion and extending the maturity date to June 4, 2030. The facility includes updated covenants, including a financial leverage ratio cap of 4.00 to 1.00, which can be increased to 4.50 to 1.00 following a Material Acquisition of at least $500 million in cash consideration. Interest rates and facility fees are tied to the Company’s public debt ratings, with options for prepayment and commitment reduction, and the facility allows up to $100 million in letters of credit, reducing availability accordingly. Armlogi Holding Corp. has acknowledged a Floor Price Event under its convertible promissory notes, triggered by the stock trading below the agreed floor price of $1.1880 for five consecutive days, constituting an Amortization Event. The Company agreed to make three scheduled cash payments totaling $3,030,000 by August 15, 2025, while the Investor granted a forbearance period through August 31, 2025, deferring monthly amortization payments and limiting conversion rights unless the stock price exceeds $1.80. The Investor also reduced the Payment Premium on these payments from 10% to 1%, contingent on the Company’s compliance and absence of any Event of Default. Advanced Biomed Inc. entered into a material definitive agreement with HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD., granting the Company the right to issue and sell up to $25 million of its common stock to the Investor. The Investor is obligated to purchase the shares from the Company under the terms set forth in the agreement. This transaction could significantly impact the Company’s capital structure and liquidity, subject to compliance with applicable securities laws. Dick’s Sporting Goods Inc. entered into a new $2.0 billion unsecured revolving credit facility with Wells Fargo and other lenders, maturing on June 6, 2030. The facility includes customary negative covenants restricting liens, fundamental changes, and indebtedness by non-guarantor subsidiaries, along with a maximum lease-adjusted leverage ratio covenant. This new credit agreement replaces prior arrangements and provides significant liquidity flexibility without required amortization, subject to customary events of default. Aytu Biopharma Inc. entered into a material definitive underwriting agreement to publicly offer 1,366,668 shares of common stock and 8,233,332 prefunded warrants at approximately $1.50 per unit, with an option for the underwriter to purchase an additional 1,440,000 shares. The company expects to raise net proceeds of approximately $12.9 million, or up to $14.9 million if the option is fully exercised, to fund general corporate purposes and to commercialize EXXUATM (gepirone) extended-release tablets. The offering is expected to close on or about June 9, 2025, subject to customary closing conditions and SEC registration compliance. FS KKR Capital Corp’s subsidiary, Callowhill Street Funding LLC, entered into a $400 million revolving credit facility with Canadian Imperial Bank of Commerce, maturing June 3, 2030, with a borrowing period ending June 2, 2028. The facility includes customary events of default that could lead to immediate repayment obligations and a default interest rate if triggered, and is secured by a first priority lien on Callowhill’s assets. The Company’s exposure is limited to its investment in Callowhill, as the obligations under the facility are non-recourse to FS KKR Capital Corp. Cousins Properties Inc. issued $500 million of 5.250% Senior Notes due 2030, which are fully and unconditionally guaranteed by the Company, with interest payable semi-annually starting January 15, 2026. The Indenture includes covenants that limit secured and unsecured debt incurrence and require maintaining total unencumbered assets at least 150% of unsecured debt, with customary events of default that could accelerate repayment. Net proceeds will be used to repay senior notes due 2025, reduce credit facility borrowings, and for general corporate purposes. BrightView Holdings, Inc. entered into a Material Definitive Agreement for an underwritten offering of 11,600,000 shares of common stock at $14.40 per share, completed on June 6, 2025. The offering involved KKR BrightView Aggregator L.P. as the Selling Stockholder and multiple underwriters, but the Company did not receive any proceeds from the transaction. This transaction reflects a significant equity sale by a related party, potentially impacting share ownership and market dynamics. Focus Impact BH3 Acquisition Co and related entities entered into a waiver to their Business Combination Agreement with XCF Global Capital, allowing certain conditions precedent—including board composition and unresolved agreements—to not cause a failure of closing conditions. Key issues waived include the presence of four XCF-designated directors on NewCo’s board, unresolved loan and lease matters, and the absence of executed insurance and key agreements at closing. This waiver signals potential risks related to governance and outstanding contractual obligations that remain unaddressed at the time of the business combination closing. Focus Impact BH3 NewCo, Inc. and related parties entered into a waiver to the Business Combination Agreement that allows certain conditions, including board composition and pending agreements, to not cause a failure of closing conditions. Notably, the board will include four directors designated by XCF, one by BHAC, and one independent director, and key items such as the Greater Nevada Credit Union Loan and right of first refusal by Phillips 66 remain unresolved but will not prevent closing. This waiver signals flexibility in closing terms but also highlights outstanding issues that could impact post-closing governance and operations. |
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Private Stock Deals
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Beeline Holdings, Inc. disclosed an unregistered sale of equity securities exempt from registration under Section 4(a)(2) of the Securities Act of 1933. The filing incorporates information from Item 8.01 by reference, though no additional details are provided here. There is no indication of non-compliance or adverse regulatory action related to this transaction. |
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Shareholder Rights Change
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AMC Networks Inc. has redomesticated from Delaware to Nevada, effective June 5, 2025, changing its state of incorporation and governance from Delaware law to Nevada law. This material modification to shareholder rights includes adoption of a new Nevada Charter and Bylaws, replacing the prior Delaware governing documents. The redomestication did not impact the company’s business operations, management, assets, liabilities, or material contracts, and all outstanding shares were converted on a one-for-one basis to Nevada corporation shares. TNF Pharmaceuticals, Inc. has reported a material modification to the rights of security holders as referenced in Item 5.03 of the same Form 8-K. The specific details of this modification are not disclosed in Item 3.03 but are incorporated by reference to Item 5.03. Investors should review Item 5.03 for the full implications of the change to their security rights. Grocery Outlet Holding Corp. has reported a material modification to the rights of its security holders, as detailed in Item 5.03 of the same 8-K filing. This modification could impact shareholder rights and warrants review for potential changes in control or voting power. Investors should examine Item 5.03 closely to understand the specific nature and implications of these changes. Circle Internet Group, Inc. has made a material modification to the rights of its security holders as disclosed under Item 5.03. The specific details of these modifications are incorporated by reference, indicating significant changes that investors should review carefully. This action may affect shareholder rights and warrants close attention for potential impacts on ownership and control. |
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Audit Firm Swaps
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Northwest Pipe Company’s independent registered public accounting firm, Moss Adams LLP, resigned due to a merger with Baker Tilly US, LLP, and Baker Tilly was appointed as the successor auditor. The prior audit reports from Moss Adams for 2024 and 2023 were unqualified and contained no adverse opinions, disclaimers, or modifications. There were no disagreements or reportable events with Moss Adams regarding accounting principles, financial disclosures, or audit procedures during the periods presented. Bank of Marin Bancorp announced that Moss Adams LLP has resigned as its independent registered public accounting firm due to a merger with Baker Tilly US, LLP, which has been appointed as the successor auditor. Moss Adams’ audit reports for the years ended 2024 and 2023 were unqualified and contained no disagreements or reportable events related to accounting principles, financial disclosures, or audit scope. There were no consultations with Baker Tilly prior to this appointment regarding any disagreements or reportable events, indicating a smooth transition with no negative audit issues disclosed. Paysign, Inc. announced that Moss Adams LLP has resigned as its independent registered public accounting firm due to a merger with Baker Tilly US, LLP, which has been appointed as the successor auditor. The audit reports from Moss Adams for 2023 and 2024 were unqualified and contained no disagreements or reportable events related to accounting principles or audit scope. Neither Paysign nor Baker Tilly have had any consultations or disagreements regarding accounting or auditing matters during the transition period. SELLAS Life Sciences Group, Inc. announced the resignation of its independent auditor Moss Adams LLP due to a merger with Baker Tilly US, LLP, which has been appointed as the new auditor effective June 3, 2025. Moss Adams’ prior audit reports for 2023 and 2024 included a going concern explanatory paragraph but contained no adverse opinions, disclaimers, or disagreements with the Company on accounting or auditing matters. There were no consultations or reportable events with Baker Tilly prior to their engagement, and Moss Adams has confirmed its agreement with the disclosures in this filing. Ocean Power Technologies, Inc. disclosed that Moss Adams LLP has resigned as its independent registered public accounting firm due to a merger with Baker Tilly US, LLP, and Baker Tilly has been appointed as the successor auditor. There were no disagreements or reportable events with Moss Adams during their tenure, and Moss Adams had not issued an audit report as of their resignation date. The Company and Baker Tilly have had no consultations regarding accounting principles, audit opinions, or any disagreements or reportable events prior to this filing. Reviva Pharmaceuticals Holdings Inc. announced that Moss Adams LLP has resigned as its independent registered public accounting firm due to a merger with Baker Tilly US, LLP, which has been appointed as the new auditor effective June 3, 2025. Moss Adams’ prior audit reports for 2023 and 2024 included an explanatory paragraph regarding a going concern uncertainty but contained no adverse opinions, disagreements, or reportable events. There were no consultations or disagreements with Baker Tilly prior to its engagement, and Moss Adams has confirmed its agreement with the disclosures in the filing. Westwater Resources, Inc. announced that Moss Adams LLP has resigned as its independent registered public accounting firm due to a merger with Baker Tilly US, LLP, and Baker Tilly has been appointed as the successor auditor. Moss Adams’ prior audit reports for 2023 and 2024 included a going concern explanatory paragraph but contained no adverse opinions, disclaimers, or qualifications. There were no disagreements or reportable events with Moss Adams, and the Company has not consulted Baker Tilly on any accounting or auditing issues prior to this filing. Nixxy, Inc. announced the resignation of its independent registered public accounting firm, Salberg & Company P.A., effective June 2, 2025. Salberg’s prior audit reports included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern, but contained no adverse opinions, disagreements, or reportable events. The Company is seeking a letter from Salberg confirming their agreement with these disclosures. WidePoint Corporation announced the resignation of its independent auditor Moss Adams LLP due to a merger with Baker Tilly US, LLP, with Baker Tilly appointed as the successor auditor. There were no disagreements or reportable events with Moss Adams regarding accounting principles, financial disclosures, or audit scope for the years ended December 31, 2024 and 2023, or the interim period through June 3, 2025. The Company confirmed it has not consulted Baker Tilly on any matters involving disagreements or reportable events, and Moss Adams provided a letter agreeing with the disclosures in the filing. MultiSensor AI Holdings, Inc. has dismissed Deloitte & Touche LLP as its independent registered public accounting firm, effective immediately, and has engaged Weaver and Tidwell, L.L.P. as its new auditor for the fiscal year ending December 31, 2025. Deloitte’s prior audit reports included an explanatory paragraph highlighting substantial doubt about the Company’s ability to continue as a going concern, but contained no adverse opinions or disagreements on accounting matters. The Company has remediated a previously disclosed material weakness in internal control over financial reporting, which Deloitte has authorized to discuss with Weaver during the transition. Good Times Restaurants Inc. announced that Moss Adams LLP has resigned as its independent registered public accounting firm due to a merger with Baker Tilly US, LLP, with Baker Tilly appointed as the successor auditor. There were no disagreements or reportable events with Moss Adams regarding accounting principles, financial disclosures, or audit scope during the past two fiscal years and interim period. The Company has not consulted Baker Tilly on any accounting or audit matters prior to this appointment, and Moss Adams has confirmed its agreement with the disclosures in this filing. Vivos Therapeutics, Inc. announced that Moss Adams LLP resigned as its independent registered public accounting firm due to a merger with Baker Tilly US, LLP, which the Audit Committee approved as the successor auditor. Moss Adams’ prior audit reports for 2023 and 2024 contained no adverse opinions or disclaimers, though the 2024 report included an explanatory paragraph regarding a going concern uncertainty. There were no disagreements or reportable events with Moss Adams, and the Company has not consulted Baker Tilly on any accounting or auditing matters prior to this appointment. Karman Holdings, Inc. disclosed that Moss Adams LLP has resigned as its independent registered public accounting firm due to a merger with Baker Tilly US, LLP, which has been appointed as the successor auditor. There were no disagreements or reportable events between the Company and Moss Adams related to accounting principles, financial disclosures, or auditing procedures during the years ended December 31, 2024 and 2023, or the interim period. Moss Adams confirmed its agreement with the disclosures in the filing, indicating no negative issues with the audit transition. Rumble Inc. announced that Moss Adams LLP has resigned as its independent registered public accounting firm due to a merger with Baker Tilly US, LLP, and Baker Tilly has been appointed as the successor auditor. There were no disagreements or reportable events with Moss Adams regarding accounting principles, financial disclosures, or audit procedures for the years ended 2024 and 2023, nor through June 3, 2025. The Company has not consulted Baker Tilly on any accounting or auditing matters prior to this appointment, and Moss Adams has confirmed its agreement with the disclosures made in this filing. First Northern Community Bancorp announced that Moss Adams LLP has resigned as its independent registered public accounting firm due to a merger with Baker Tilly US, LLP, and Baker Tilly has been appointed as the successor auditor. Moss Adams’ audit reports for 2023 and 2024 were unqualified and contained no disagreements or reportable events related to accounting principles or audit scope. The Company has not had any consultations with Baker Tilly regarding accounting or audit issues prior to this appointment, and Moss Adams has confirmed its agreement with the disclosures in this filing. |
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New Financial Obligations
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Ares Capital Corp increased the total commitments under its senior secured revolving credit facility from $5.283 billion to $5.393 billion as of June 4, 2025. The facility remains with JPMorgan Chase Bank, N.A. and other existing parties. No other terms of the Revolving Credit Facility were changed. Globalink Investment Inc. has made an Extension Payment of $10,890.15 to extend the deadline for completing its initial business combination by one month, moving the Termination Date from June 9, 2025, to July 9, 2025. This marks the twenty-fourth extension since its IPO on December 9, 2021, and the first of up to six allowed under its current Amended and Restated Certificate of Incorporation. The repeated extensions may indicate ongoing challenges in finalizing a business combination, potentially impacting investor confidence. |
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Random Updates
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Eagle Point Credit Co Inc. reported an unaudited estimate of its net asset value per share as of May 31, 2025, ranging between $7.30 and $7.40. This valuation provides updated insight into the company’s asset backing for its common stock. There are no indications of impairment or other negative events in this estimate. Equity Bancshares Inc. has received all regulatory approvals to complete its previously announced merger with NBC Corp. of Oklahoma. The merger agreement was executed on April 2, 2025, and the transaction is expected to close in early July 2025. Closing remains subject to satisfaction or waiver of customary closing conditions. Philip Morris International Inc. issued €1 billion of senior unsecured notes, split evenly between 2.750% Notes due 2029 and 3.250% Notes due 2032, under an existing Indenture and related underwriting agreements. The net proceeds will be added to PMI’s general funds for general corporate purposes, including repayment of commercial paper and working capital needs. The Notes include customary covenants limiting secured debt and sale/leaseback transactions, and PMI retains the right to redeem the Notes under specified conditions, including certain tax events. GCT Semiconductor Holding, Inc. announces its 2025 Annual Meeting of Stockholders is scheduled for September 18, 2025, to be held virtually, with a record date of July 25, 2025, subject to change. Due to the failure to hold a 2024 annual meeting, the Company is providing deadlines for stockholder proposals: July 11, 2025, for inclusion in proxy materials under Rule 14a-8, and June 16, 2025, for other business proposals. Stockholders intending to solicit proxies for director nominees not approved by the Board must comply with Rule 14a-19, ensuring adherence to universal proxy rules. High Roller Technologies, Inc. issued a press release on June 6, 2025, in compliance with NYSE American’s procedures. The press release addresses the matters previously disclosed in Item 3.01 of the filing. This communication is included as Exhibit 99.1 and is incorporated by reference into Item 8.01. Cycurion, Inc. reported its Q1 2025 financial results and disclosed that the SEC filed a Form 25 notification for the removal of listing and/or registration of Units previously held by Western Acquisition Ventures Corp, its predecessor, while Cycurion’s common stock and warrants remain listed on Nasdaq. The Company highlighted risks related to non-compliance with Nasdaq Listing Rules and the need to become current with SEC filings to maintain its listing status. Management’s forward-looking statements emphasize significant uncertainties and potential adverse impacts if the Company fails to address Nasdaq inquiries and regain compliance. INSMED Inc completed the redemption of all outstanding 0.75% Convertible Senior Notes due 2028, totaling approximately $1.97 million, on June 6, 2025. The Notes were redeemed at 100% of principal plus accrued interest, fully extinguishing this debt obligation. This action eliminates future interest expense related to these Notes and may impact the company’s capital structure and liquidity. Life Time Group Holdings, Inc. completed a secondary offering of 20,000,000 shares of common stock by selling stockholders at $29.50 per share, with no proceeds received by the Company. The offering was conducted under an effective shelf registration statement and closed on June 6, 2025. The underwriting agreement includes customary indemnification obligations for liabilities under the Securities Act, potentially exposing the Company to legal risk related to the offering. Iveda Solutions, Inc. has adjourned its Annual Meeting to August 29, 2025, to allow additional time for stockholders to vote on Proposal 5, which concerns the approval of the issuance of shares underlying recently offered warrants and their exercise. The meeting will be held at the company’s offices in Mesa, Arizona. This delay may impact the timing of potential equity financing or dilution events related to these warrants. First Interstate Bancsystem Inc. entered into an Underwriting Agreement to issue and sell $125 million of 7.625% Fixed-to-Floating Rate Subordinated Notes due 2035, with the offering expected to close on June 10, 2025, subject to customary conditions. The Notes will be issued under an existing Indenture dated May 15, 2020, supplemented by a Second Supplemental Indenture at closing. The Company disclosed that the closing is not guaranteed and subject to risks that could cause the offering to be delayed, altered, or not completed. Kennametal Inc. announced the sale of its subsidiary located in Goshen, IN, on June 6, 2025. This transaction may impact the company’s operational footprint and financial results going forward. No indication of litigation, impairment, or other negative events related to the sale was disclosed. Energy Fuels Inc. released a new Technical Report for the Bullfrog Project that replaces and supersedes prior reports by including, for the first time, an economic analysis compliant with SEC S-K 1300 and Canadian NI 43-101 standards. The report’s economic analysis is based partly on Inferred Mineral Resources, which are geologically speculative and lack demonstrated economic viability, introducing significant uncertainty regarding the realization of projected economics. Permitting for the project requires multiple federal, state, and local approvals, including from the BLM and Utah DOGM, with a Memorandum of Understanding in place to coordinate overlapping regulatory reviews. Columbus Circle Capital Corp I will allow separate trading of its Class A Ordinary Shares and Warrants starting June 9, 2025, following the initial public offering Units structure. The Class A Ordinary Shares and Warrants will trade on Nasdaq under the symbols “CCCM” and “CCCMW”, respectively, with only whole Warrants being tradable after separation. Holders must coordinate with the transfer agent to separate their Units, enabling independent trading of the securities. Bodhi Tree Biotechnology Inc filed an Item 8.01 Other Events disclosure without specifying any material developments or significant occurrences. There are no indications of non-compliance, litigation, or other adverse events reported in this filing. The absence of detailed information suggests no immediate actionable risks or changes affecting the company’s operations or financial condition. KKR FS Income Trust declared a monthly dividend of $0.25 per share, payable on or about July 29, 2025, to shareholders of record as of June 30, 2025. Shareholders have the option to receive the dividend in cash or shares under the Company’s distribution reinvestment plan. This dividend declaration reflects the Company’s ongoing commitment to returning capital to shareholders. KKR FS Income Trust Select declared a monthly dividend of $0.20 per share, payable on or about July 29, 2025, to shareholders of record as of June 30, 2025. Shareholders can elect to receive the dividend in cash or shares through the Company’s distribution reinvestment plan. This dividend declaration reflects the Company’s ongoing commitment to returning capital to shareholders. Athena Technology Acquisition Corp. II deposited $6,203.12 into its trust account to extend the deadline for consummating its initial business combination by one month, moving the date from June 14, 2025, to July 14, 2025. This extension is the seventh of up to nine allowed under the Company’s Amended and Restated Certificate of Incorporation. The incremental extension indicates the Company has yet to complete its initial business combination within the originally anticipated timeframe. Effective June 5, 2025, Grayscale Digital Large Cap Fund LLC will replace its underlying index from the CoinDesk Large Cap Select Index (DLCS) to the CoinDesk 5 Index (CD5), with no impact on the Fund Components or their weightings. The CD5 narrows the Fund’s exposure to the five largest and most liquid digital assets meeting strict criteria, excluding wrapped tokens, pegged tokens, memecoins, privacy-focused tokens, and assets deemed securities by the Index Provider. This change aims to maintain large-cap digital asset market coverage while minimizing transaction costs and turnover, continuing the Fund’s strategy under the new CD5 Methodology. |
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Earnings Drops
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The Children’s Place, Inc. reported its preliminary unaudited financial results for the first quarter of Fiscal 2025 in a press release dated June 6, 2025, which is furnished as Exhibit 99.1 to this Form 8-K. This disclosure provides historical operational and financial information but is explicitly stated as not filed for purposes of Section 18 of the Exchange Act and is not subject to related liabilities or incorporation by reference. There are no indications of non-compliance, impairment, or other negative events in this filing. |
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Charter Tweaks
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Bolt Biotherapeutics, Inc. has effected a one-for-twenty (1:20) reverse stock split of its common stock, reducing the number of outstanding shares and shares available under equity incentive plans, effective June 6, 2025. This reverse split increases the exercise price of outstanding stock options and restricted stock units proportionally, with no fractional shares issued; instead, cash payments will be made for any fractional interests. The company’s common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market under the ticker “BOLT” starting June 9, 2025. |
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Reg FD Buzz
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Keros Therapeutics announced that Jasbir Seehra, Chair and CEO, will participate in a fireside chat at the Goldman Sachs 46th Annual Global Healthcare Conference on June 9, 2025. This disclosure is furnished under Regulation FD and is not filed for purposes of Section 18 of the Exchange Act, limiting liability. The information is not incorporated by reference into any other SEC filings, reducing potential legal exposure. Asbury Automotive Group Inc. announced that the previously disclosed acquisition of automotive dealerships from The Herb Chambers Companies is now expected to close by the end of July 2025, subject to customary closing conditions including licensing agency approvals. There is a risk that the acquisition may not be consummated, as highlighted in the forward-looking statements. The company emphasizes that these statements involve uncertainties and are not guarantees, with no obligation to update them publicly. ArcBest’s Asset-Based segment reported a 6% year-over-year increase in daily shipments and a 5% rise in daily tonnage for the second quarter-to-date 2025, driven by growth in core business despite a 1% decline in weight per shipment. However, revenue per hundredweight declined 4% year-over-year, reflecting a shift toward lower-revenue, easier-to-handle freight and a reduction in higher-revenue manufacturing and household goods shipments. The pricing environment remains rational, but the decline in revenue metrics signals potential pressure on profitability from changing shipment mix and economic conditions. Bowhead Specialty Holdings Inc. became eligible to file Form S-3 registration statements and filed two such statements on June 6, 2025, including a $300 million Universal Shelf and a Registration Rights Shelf for securities held by certain investors. The Universal Shelf filing is intended as balance sheet hygiene to support the Company’s growth, with no imminent capital raise planned. The Registration Rights Shelf filing was made to comply with contractual obligations, and no selling stockholders have indicated any current intent to sell. Cantor Fitzgerald Income Trust, Inc. declared a gross distribution of $0.1316 per share/unit for multiple classes of common stock and operating partnership units, payable on or about June 6, 2025, to stockholders of record as of May 31, 2025. Distributions may be paid in cash or reinvested through the Company’s distribution reinvestment plan, with some or all cash distributions potentially coming from sources other than cash flow from operations. The Company issued a cautionary note regarding forward-looking statements, highlighting risks that actual results could differ materially from expectations. |
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Financial Attachments
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The Item 9.01 filing for Cognizant Technology Solutions Corp includes only the submission of an interactive data file in Inline XBRL format. There are no disclosures related to financial restatements, impairments, or other material events. This filing does not indicate any negative developments or changes requiring immediate action. The Item 9.01 filing for ANTERO RESOURCES Corp (AR) contains only the Cover Page Interactive Data File embedded within the Inline XBRL document. No additional financial statements, exhibits, or disclosures were provided in this filing. There are no indications of non-compliance, impairment, or other material events disclosed in this submission. Antero Midstream Corp filed an Item 9.01 with no material events disclosed other than providing the cover page interactive data file. There are no indications of non-compliance, litigation, or other adverse developments in this filing. This filing is purely administrative and does not impact the company’s financial or operational status. Agriforce Growing Systems LTD filed an Item 9.01 Exhibit with Inline XBRL data but provided no substantive disclosures in this filing. There are no indications of non-compliance, litigation, or other material events requiring immediate attention. This filing appears to be a routine submission without actionable financial or operational updates. The Item 9.01 filing for Columbia Financial, Inc. contains only the Cover Page Interactive Data File as an exhibit. There are no disclosures of non-compliance, litigation, or other material events in this filing. This submission does not provide any actionable financial or operational updates. The filing under Item 9.01 for Lifeloc Technologies, Inc. includes only an Interactive Data File formatted as Inline XBRL. There are no disclosures of financial restatements, impairments, or other material events in this filing. No negative developments or actionable issues are reported. |
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Shareholder Votes
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At the 2025 Annual Meeting, Ivanhoe Electric Inc. stockholders approved the election of nine directors, including Robert Friedland and Taylor Melvin, to serve until the next annual meeting. The stockholders also approved, on an advisory basis, the compensation of executive officers and ratified Deloitte LLP as the independent registered public accounting firm for fiscal year 2025. Additionally, amendments to the certificate of incorporation were approved to eliminate supermajority voting requirements, potentially facilitating future corporate governance decisions. At Hagerty, Inc.’s 2025 Annual Meeting, all nominated directors were elected to serve one-year terms ending in 2026, with strong majority votes in favor. Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025. There were no indications of non-compliance, resignations, or litigation matters raised in this filing. At the June 4, 2025 Annual Meeting, UWM Holdings Corp’s stockholders elected three directors—Kelly Czubak, Alex Elezaj, and Mat Ishbia—to serve until the 2028 Annual Meeting. The stockholders also ratified Deloitte & Touche, LLP as the independent registered public accounting firm for fiscal year 2025. Additionally, the advisory vote on the compensation of named executive officers was approved, signaling shareholder support for executive pay. EverQuote, Inc. stockholders elected seven directors to the Board of Directors for terms ending at the 2026 Annual Meeting, with all nominees receiving a majority of votes but notable withheld votes for several directors. The stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025 with overwhelming support. There were no indications of non-compliance, resignations, or other negative governance issues reported in this voting outcome. At Gyre Therapeutics’ 2025 Annual Meeting, all Class I director nominees were elected to serve until 2028, reflecting strong shareholder support. The non-binding advisory vote on executive compensation was overwhelmingly approved, indicating shareholder endorsement of the company’s pay practices. Additionally, the appointment of Grant Thornton Zhitong Certified Public Accountants LLP as the independent auditor for 2025 was ratified with minimal opposition. At the 2025 annual meeting, Westrock Coffee Company’s stockholders elected all four Class III director nominees to the Board for three-year terms ending in 2028. The nominees—Scott T. Ford, Jeffrey H. Fox, Hugh McColl, III, and Leslie Starr—received overwhelming support with votes for each exceeding 88 million and votes against significantly lower. Additionally, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for fiscal year 2025 by an almost unanimous vote. At GCM Grosvenor Inc.’s 2025 Annual Meeting, all seven director nominees, including Michael J. Sacks and Angela Blanton, were elected to serve until 2026 despite notable withheld votes for some nominees, particularly Samuel C. Scott III. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was ratified with overwhelming support. There were no indications of litigation, non-compliance, or other negative issues raised in the voting results or proposals. At Bumble Inc.’s 2025 Annual Meeting, stockholders elected four Class I directors to serve three-year terms expiring in 2028, reaffirming the current board composition. The appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025 was ratified by the stockholders. Additionally, stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement. At Netflix’s 2025 Annual Meeting, director Jay Hoag did not receive a majority vote for re-election and subsequently offered his resignation, which the Board will consider within 90 days per the Company’s Resignation Policy. The Board’s Nominating and Governance Committee will review and recommend whether to accept or reject Mr. Hoag’s resignation, with the final decision to be publicly disclosed. Additionally, shareholders approved the ratification of Ernst & Young LLP as the independent auditor and the advisory resolution on executive compensation. At Sana Biotechnology’s 2025 annual meeting, stockholders elected all nominees to the Board of Directors for three-year terms ending in 2028. The nominees included Steven D. Harr, M.D., Robert L. Rosiello, Michelle Seitz, CFA, and Patrick Y. Yang, Ph.D., each receiving strong majority votes. Additionally, stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025. At the 2025 annual meeting, Tourmaline Bio shareholders elected Dr. Caley Castelein and Aaron Kantoff as Class I directors, each to serve until the 2028 annual meeting. The selection of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025 was ratified by a large majority. There were no indications of non-compliance or litigation issues related to these governance matters. At Savara Inc’s annual meeting on June 5, 2025, all nominated directors were elected to the Board with significant majority votes in favor. Stockholders ratified RSM US LLP as the independent registered public accounting firm for fiscal year 2025 with overwhelming support. Additionally, the advisory proposal on executive compensation was approved, with a majority favoring annual advisory votes on compensation. At Definitive Healthcare Corp.’s 2025 Annual Meeting, stockholders elected all three Class I director nominees to serve a three-year term through 2028. The stockholders also ratified Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2025. Additionally, the advisory vote on executive compensation was approved, signaling stockholder support for the named executive officers’ pay packages. At the 2025 annual meeting, Arcturus Therapeutics Holdings Inc. stockholders elected nine directors to the Board, including Dr. Peter Farrell and Dr. Moncef Slaoui, with all nominees receiving strong majority votes. Stockholders also approved, on a non-binding advisory basis, the named executive officer compensation plan. Additionally, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was ratified. At Vaalco Energy Inc.’s 2025 Annual Meeting, all proposals were approved by the requisite vote, including the election of five directors for one-year terms. The stockholders also ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2025. Additionally, the advisory vote on executive compensation received majority support, indicating continued shareholder backing of management pay. At the June 3, 2025 Annual Meeting, Arteris, Inc. stockholders elected two Class I directors, K. Charles Janac and S. Atiq Raza, to serve until 2028 or their successors are elected, with Raza receiving a notably higher number of votes withheld. The stockholders also ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for fiscal year 2025, with overwhelming support and minimal opposition. There were no broker non-votes recorded for the audit firm ratification, indicating clear shareholder approval of the auditor selection. Outbrain Inc. elected Nithya B. Das, Kathryn Taneyhill Jhaveri, and Mark Zagorski as Class I directors for three-year terms ending in 2028, with varying levels of withheld votes and broker non-votes. The Company also ratified the appointment of KPMG LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2025, with overwhelming shareholder approval. No negative issues such as resignations, litigation, or non-compliance were reported in this filing. At the June 3, 2025 Annual Meeting, HF Foods Group Inc. stockholders elected Xi “Felix” Lin, Maria Ross, and Richard Diaz to the Board of Directors, each for a term expiring in 2026. The stockholders ratified the appointment of BDO USA, P.C. as the independent registered public accounting firm for 2025. Additionally, the Say-on-Pay Proposal was approved on a non-binding advisory basis, endorsing the compensation of the Company’s named executive officers despite notable opposition. At the 2025 Annual General Meeting, International Tower Hill Mines Ltd. shareholders elected all six director nominees with each receiving more than 50% of votes cast, so no director is required to resign under the Company’s majority voting policy. Shareholders also ratified the appointment of Davidson & Company LLP as auditors for the fiscal year ending December 31, 2025, and approved the compensation of the Company’s named executive officers. Additionally, shareholders voted to hold annual advisory votes on executive compensation going forward, reflecting ongoing shareholder engagement on governance matters. At the June 4, 2025 Annual Meeting, Achieve Life Sciences elected seven directors to the board, including Stuart Duty and Nancy R. Phelan, with a majority of votes cast in favor. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025 was ratified by a significant majority. However, the proposed amendment to increase shares under the 2023 Non-Employee Director Equity Incentive Plan was not approved, indicating potential limitations on future equity compensation for non-employee directors. At the 2025 Annual Meeting, all nominated Directors were elected by a plurality of votes, with Karen L. Howard receiving the highest support. The advisory approval of executive compensation for 2024 passed with a majority, and the Company will hold future non-binding say-on-pay votes annually. Additionally, Freed Maxick, P.C. was ratified as the independent registered public accounting firm for 2025 by a substantial majority. At the 2025 Annual Meeting, Bridger Aerospace Group Holdings, Inc. shareholders elected the two Class III director nominees, Jeffrey Kelter and Meghan Pasricha, to serve until the 2028 Annual Meeting. The shareholders also ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. There were no indications of non-compliance or controversy related to these votes. At Apollo Global Management’s 2025 Annual Meeting, all nominated directors were elected to serve one-year terms expiring at the 2026 Annual Meeting, with several nominees receiving significant opposition votes, notably Marc Beilinson, Mitra Hormozi, Lynn Swann, and David Simon. The stockholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025, despite a notable minority voting against. No negative events such as resignations, litigation, or non-compliance issues were reported in this filing. At the 2025 Annual Meeting, Beachbody Company, Inc. elected nine directors to the Board for one-year terms, with all nominees receiving strong majority votes despite some withheld votes and broker non-votes. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025 was ratified with overwhelming shareholder support. Additionally, the Company’s executive compensation plan received advisory approval, though there was a notable number of votes against and abstentions. At the 2025 Annual Meeting, Expedia Group stockholders elected 11 directors to the Board, with varying levels of support and some significant withheld votes for certain nominees, notably Craig Jacobson and Barry Diller. The stockholders also approved the executive compensation on an advisory basis, though there was a substantial number of votes against the proposal (38.2 million). Additionally, the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2025 was ratified by stockholders, ensuring continuity in the company’s external audit function. At Vince Holding Corp’s 2025 annual meeting, all three Class II director nominees were elected with substantial support, though Eugenia Ulasewicz received a notably higher number of withheld votes compared to the others. The stockholders ratified the appointment of PricewaterhouseCoopers, LLP as the independent registered public accounting firm for fiscal year 2026 with overwhelming approval. Additionally, the advisory vote on named executive officer compensation passed decisively, with stockholders favoring an annual frequency for future advisory votes on executive pay until at least 2031. At Lyft’s June 5, 2025 annual meeting, stockholders elected three Class III directors to serve until 2028 and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025. The stockholders also approved, on an advisory basis, the compensation of the Company’s named executive officers. However, a stockholder proposal requesting an assessment of Lyft’s use of artificial intelligence was not approved by a significant margin. At Urban Outfitters Inc.’s Annual Meeting on June 4, 2025, shareholders elected all ten director nominees to serve until 2026, with some opposition noted for certain nominees. The shareholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026 by a significant majority. Additionally, the advisory, non-binding vote to approve executive compensation passed, although it received a notable level of opposition with over 3 million votes against. At Freshworks Inc.’s 2025 Annual Meeting, stockholders elected the Class I director nominees Johanna Flower, Randy Gottfried, and Barry Padgett, with Barry Padgett receiving a notably higher number of withhold votes (38.4 million) compared to the others. The stockholders also ratified Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025 with overwhelming support. There were no other matters submitted for stockholder action, indicating no additional governance changes or proposals were considered. At the June 5, 2025 Annual Meeting, Ameris Bancorp shareholders elected 10 directors to serve until the 2026 Annual Meeting, with all nominees receiving majority support despite some opposition. Shareholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with overwhelming approval. Additionally, the advisory vote on the compensation of named executive officers was approved, indicating shareholder support for the company’s executive pay practices. Granite Construction Inc. elected Alan P. Krusi and Louis E. Caldera to its Board of Directors for terms expiring in 2028, with significant shareholder support despite notable opposition to Mr. Caldera’s election. The advisory vote on executive compensation was approved, although approximately 5% of votes were against, indicating some shareholder dissent. PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2025, despite nearly 1 million votes against, reflecting some disagreement among shareholders. At Resideo Technologies Inc.’s Annual Meeting on June 4, 2025, all director nominees were elected, with vote totals reflecting strong shareholder support despite some opposition. The non-binding advisory vote on executive compensation was approved, though it faced significant against votes totaling over 26 million shares. Shareholders also favored holding future advisory votes on executive compensation on a one-year frequency basis, and the ratification of Deloitte & Touche LLP as the independent auditor for 2025 was approved. At the 2025 Annual Meeting, Baldwin Insurance Group, Inc. shareholders elected Joseph Kadow, Chris Sullivan, and Myron Williams as Class III Directors to serve through 2028. The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers in the Say-on-Pay vote. Additionally, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025 was ratified by the shareholders. At Ambarella Inc.’s 2025 Annual Meeting, all three Class I director nominees were elected to serve until 2028, despite significant broker non-votes totaling 6,691,652 shares. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026 with overwhelming support. Additionally, the advisory vote to approve executive compensation was approved on a non-binding basis, though it faced notable opposition with over 2 million votes against. At Root, Inc.’s 2025 Annual Meeting, stockholders elected Jerri DeVard and Nancy Kramer as Class II directors with strong majority votes. The appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2025 was ratified by an overwhelming margin. Additionally, stockholders gave advisory approval to the named executive officer compensation, despite a notable minority voting against it. At the 2025 Annual Meeting, CG Oncology, Inc. stockholders elected Arthur Kuan, James J. Mulé, and Leonard Post as Class I directors to serve until 2028 or until earlier resignation or removal. The election results showed significant withhold votes for James J. Mulé, indicating potential shareholder concerns. Additionally, stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. At Beam Therapeutics Inc.’s 2025 annual meeting, all Class II director nominees—Mark Fishman, Carole Ho, and Kathleen Walsh—were elected to the board with significant shareholder support. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025 was ratified by an overwhelming majority. Additionally, the compensation of the Company’s named executive officers was approved on an advisory basis, indicating shareholder endorsement of executive pay. At Ladder Capital Corp’s June 5, 2025 Annual Meeting, Alan H. Fishman, Pamela McCormack, and David Weiner were re-elected to the Board of Directors as Class II Directors with significant votes withheld for Fishman. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025 was ratified with overwhelming support. There were no other matters submitted for stockholder vote, indicating no immediate governance or compliance issues raised at the meeting. At Flywire Corp’s 2025 annual meeting, stockholders elected Michael Massaro and Diane Offereins as Class I directors through 2028 despite a significant number of votes withheld. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2025 was ratified with overwhelming support. Additionally, the advisory vote on executive compensation was approved, though with notable opposition and a large number of broker non-votes. At Innodata Inc.’s Annual Meeting on June 5, 2025, stockholders elected all four director nominees and ratified the appointment of BDO India LLP as independent auditors for fiscal year 2025. The stockholders also approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. There were no indications of negative votes or controversies related to these matters. At the June 4, 2025 Annual Meeting, stockholders elected Patrick Sullivan as a Class II director, who will serve until the 2028 Annual Meeting. The election was approved by a plurality of votes, with 9,615,903 votes in favor and no votes against. Additionally, stockholders ratified Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025, with unanimous support and no abstentions. At the 2025 Annual Shareholders Meeting of Southern California Gas Company, all five director nominees were unanimously elected with no votes against, abstentions, or broker non-votes. This indicates strong shareholder support and continuity in the Company’s governance. There were no indications of disputes, resignations, or governance issues in this election. At the June 6, 2025 Annual Meeting, Katapult Holdings, Inc. shareholders elected Chris Masto as Class I Director to serve until 2028, with 2,522,364 votes in favor. The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was ratified with 3,229,953 votes for. Shareholders also approved, on a non-binding advisory basis, the executive compensation and the frequency of advisory votes on compensation, with a majority favoring annual votes. |
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Delistings
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Alphatime Acquisition Corp is not in compliance with Nasdaq’s Minimum Public Holders Rule requiring at least 400 holders, and Nasdaq has determined to delist the Company’s securities effective June 12, 2025, unless an appeal is filed by June 10, 2025. The Company intends to appeal the delisting determination and request a hearing to stay the suspension and removal of its securities pending the Panel’s decision. There is no assurance the appeal will be successful or that the Company will regain compliance and maintain its Nasdaq listing. |