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US Executive Compensation Proxy SEC Filings — March 06, 2026

Executive Compensation Insights

25 high priority25 total filings analysed

Executive Summary

Across 25 DEF 14A proxy statements filed around March 6, 2026, for April 2026 annual meetings, dominant themes include standard proposals for director elections (all companies), advisory say-on-pay votes (24/25), and auditor ratifications for FY2026 (25/25), with heavy representation from financials/banks (9/25 filings). Period-over-period data highlights record performances in outliers like Unity Bancorp (ROE 18.07%, NIM 4.52%) and Kirby Corp (revenues +3% YoY to $3.4B, EPS +16% to $6.33), contrasted by cost controls (Mobix auditor fees -19.5% YoY) and pay hikes (Boeing CEO +28% to $23.6M amid -3.8% stock drop). Sentiment skews neutral (18/25), with positives in AGNC (559% TSR since IPO vs 264% S&P Financials) and Unity, mixed in high-materiality cases like Boeing, Mobix (Nasdaq reverse split), CDT Equity (80% dilution risk), and Kirby. Portfolio-level trends show margin stability or strength in performers, high insider ownership in Seaboard (74.5%), and capital allocation via dividends (AGNC $15B cumulative). Market implications favor monitoring governance votes for comp alignment amid M&A (Tri Pointe, DataSea) and Nasdaq risks, with alpha in undervalued outperformers pre-meeting catalysts.

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from March 05, 2026.

Investment Signals(11)

  • Kirby Corp(BULLISH)

    Record 2025 revenues +3% YoY to $3.4B, net earnings $354.6M, EPS +16% to $6.33 (vs prior $5.46 excl. one-offs), marine margins ~20%

  • Record 2025 assets $3.0B, deposits $2.3B, diluted EPS $1.52, ROE 18.07%, ROA 2.17%, NIM 4.52%

  • 559% TSR since 2008 IPO thru Dec 2025 (vs S&P 500 Financials 264%, NAREIT Mortgage REITs 143%), $15B dividends declared ($50.08/share)

  • Principal stockholder Ellen S. Bresky owns 74.5% (via LLCs), signaling high management conviction

  • Humana Inc(BULLISH)

    Positive sentiment on diverse board expertise (healthcare, capital allocation), refreshment policy (retire at 73), newer directors 2019-2024

  • Mobix Labs(BULLISH)

    Auditor fees -19.5% YoY to $1.56M from $1.93M (FY2025 vs FY2024), cost discipline amid Nasdaq efforts

  • Stanley Black & Decker(NEUTRAL-BULLISH)

    Director RSUs +8% to $200k from $185k (2025), no related party txns since FY2025 start, aggregate equity $1.76M

  • First Bancorp ME(BULLISH)

    Director comp $291k (2025), 54% reinvested in stock, no Company fees for directorships, related txns only ordinary loans 1.21% of total

  • Boeing Co(BEARISH)

    NEO pay increases (CEO +28% YoY to $23.6M, Pope +44% to $14.4M), but options granted Feb 2025 amid -3.8% stock drop post MNPI

  • CDT Equity(BEARISH)

    ELOC up to $25M (80% dilution risk), 109M+ warrant shares at $0.0001, Sarborg acquisition for 598k shares + $8M deferred

  • Merger with BVI sub converts insider shares (Zhixin/Fu Liu 2M each to Class B), full dilution control retained

Risk Flags(8)

Opportunities(8)

Sector Themes(6)

  • Banking Dominance (9/25)

    Virtual/hybrid AGMs (e.g., Independent Bank, Peoples, SB Financial, Unity Apr 23), standard proposals, record metrics in Unity (ROE 18%) vs neutral elsewhere, implies stable governance amid rate environment

  • Strong Historical TSR in REIT/Financials

    AGNC 559% since IPO (+295% vs S&P Financials), Unity ROE 18.07% outlier, signals dividend reliability ($15B AGNC cumulative) for income strategies

  • Cost Discipline in Small Caps

    Mobix auditor -19.5% YoY, First Bancorp loans only 1.21% related, no RPTs Stanley/Goodyear, supports margin resilience pre-guidance

  • Pay Increases vs Performance

    Boeing CEO +28%, Stanley RSUs +8%, Kirby record EPS +16%, but mixed sentiment (4/25), watch say-on-pay pass rates (all boards recommend FOR)

  • Nasdaq Small Cap Distress (2/25)

    Mobix/CDT reverse splits for bid price compliance (extensions to Apr 2026), high dilution risks (80% CDT), potential short-term volatility plays

  • M&A/Governance Catalysts

    Tri Pointe separate merger proxy, DataSea BVI reorg, board refreshes (Humana age 73 policy, Federal Signal -1 director), alpha in pre-vote positioning

Watch List(8)

Filing Analyses(25)
SEABOARD CORP /DE/DEF 14Aneutralmateriality 8/10

06-03-2026

Seaboard Corporation's DEF 14A proxy statement solicits votes for its 2026 Annual Meeting on April 20, 2026, at 8:30 a.m. local time at the DoubleTree Hotel in Overland Park, Kansas, to elect five directors until 2027, approve on an advisory basis the compensation of Named Executive Officers, and ratify KPMG LLP as independent auditors for the fiscal year ending December 31, 2026. The record date is February 19, 2026, with 957,794 shares of common stock outstanding, requiring a quorum of 478,898 shares. Principal stockholder Ellen S. Bresky beneficially owns 714,040.24 shares or 74.5%, primarily through Seaboard Flour LLC (358,068.69 shares, 37.4%) and SFC Preferred, LLC (346,155.55 shares, 36.1%).

  • ·Annual Meeting location: DoubleTree Hotel, 10100 College Boulevard, Overland Park, Kansas 66210.
  • ·Voting on director election requires plurality of votes cast; withhold and broker non-votes have no effect.
  • ·Advisory vote on NEO compensation and auditor ratification each require majority of shares present and voting; abstentions treated as against.
  • ·Proxy materials available at https://www.seaboardcorp.com/investors.
  • ·Company address: 9000 West 67th Street, Merriam, Kansas 66202.
SOLITRON DEVICES INCDEF 14Aneutralmateriality 6/10

06-03-2026

Solitron Devices, Inc. (SODI) has issued a proxy statement for its 2025 Annual Meeting on April 24, 2026, seeking stockholder approval for the re-election of Charles M. Gillman as Class III director for a term until the 2028 Annual Meeting, ratification of Whitley Penn LLP as independent auditors for the fiscal year ending February 28, 2026, and a non-binding advisory vote on named executive officer compensation. The record date is February 27, 2026, with 2,147,703 shares of common stock outstanding entitling holders to vote. The Board consists of five directors divided into three staggered classes, with no financial performance metrics or period comparisons disclosed in the filing.

  • ·Annual Meeting time: 10:00 a.m. Eastern Time at 901 Sansburys Way, West Palm Beach, Florida 33411
  • ·Proxy materials mailing date: on or about March 10, 2026
  • ·Fiscal year reference: ended February 28, 2025 (10-K available)
  • ·Voting quorum: majority of issued and outstanding shares present in person or by proxy
  • ·Majority voting standard for uncontested director elections with contingent resignation provision
  • ·Committee memberships: Audit (Dwight P. Aubrey, John F. Chiste); Compensation (Dwight P. Aubrey, David W. Pointer, Charles M. Gillman); Nominating (John F. Chiste, David W. Pointer, Charles M. Gillman)
Tri Pointe Homes, Inc.DEF 14Aneutralmateriality 6/10

06-03-2026

Tri Pointe Homes, Inc. (TPH) filed a definitive proxy statement (DEF 14A) for its annual stockholder meeting on April 15, 2026, seeking election of six director nominees, advisory approval of named executive officer compensation, an advisory vote on the frequency of future say-on-pay votes (recommending every one year), and ratification of Ernst & Young LLP as independent auditors for 2026. The Board recommends FOR all director nominees, Proposals 2 and 4. Note that a separate proxy statement and special stockholder meeting will address the pending merger with Sumitomo Forestry Co., Ltd., per agreement dated February 13, 2026.

  • ·Record date: close of business on February 24, 2026
  • ·Annual meeting time: 10:00 a.m. Pacific Time
  • ·Meeting location: 3161 Michelson Drive, Suite 1500, Irvine, California 92612
  • ·Proxy materials available online at http://www.astproxyportal.com/ast/18094
Where Food Comes From, Inc.DEF 14Aneutralmateriality 4/10

06-03-2026

Where Food Comes From, Inc. (WFCF) issued a proxy statement for its annual shareholder meeting on April 9, 2026, via conference call, seeking approval for electing six directors (including nominees John Saunders and Leann Saunders), ratifying Haynie as independent auditors (Proposal 2), advisory approval of executive compensation (Proposal 3), and a three-year frequency for future say-on-pay votes (Proposal 4). Record date is February 3, 2026, with 5,050,455 shares of common stock outstanding and eligible to vote. No financial performance data or period comparisons are provided in the filing.

  • ·Meeting held via conference call: Domestic Toll Free 1-877-407-8289, International 1-201-689-8341, Conference Code 13759029.
  • ·Proxy voting deadlines: Internet/telephone until 10:00 AM MT on April 9, 2026.
  • ·Board recommends FOR all six director nominees, FOR auditor ratification, FOR say-on-pay, and THREE YEARS for frequency.
  • ·Quorum requires majority of outstanding shares; Proposal 1 uses plurality vote.
HUMANA INCDEF 14Apositivemateriality 7/10

06-03-2026

Humana Inc.'s 2026 Proxy Statement proposes the election of 10 directors at the Annual Meeting, including Chairman Kurt J. Hilzinger and President & CEO James A. Rechtin, to serve until the 2027 Annual Meeting. The board nominees bring diverse expertise in healthcare, financial oversight, risk assessment, and governance, with a skills matrix highlighting strengths in public company leadership, capital allocation, and industry knowledge; the board maintains a refreshment policy requiring non-employee director retirement at age 73 with no exemptions. Board composition reflects a balance of tenure, independence, and diversity considerations without specific numeric targets.

  • ·Director information as of March 1, 2026
  • ·Board nominees ages range from 54 to 69
  • ·Newer directors joined in 2019-2024; longest tenure since 2003
  • ·External public company board service limited to maximum of three for non-CEO directors and one for CEO
  • ·Proxy filed with SEC on February 19, 2026
STANLEY BLACK & DECKER, INC.DEF 14Aneutralmateriality 5/10

06-03-2026

Stanley Black & Decker's 2026 Proxy Statement discloses no related party transactions since the start of fiscal 2025 and details non-employee director compensation for 2025, including an annual cash retainer of $125,000, annual RSUs valued at $200,000 (up from $185,000), and additional retainers for committee chairs and roles like Lead Independent Director ($45,000 aggregate RSUs). Total 2025 compensation ranged from $20,408 (prorated for new/short-term directors) to $649,955 (Andrea J. Ayers), with aggregate equity grant fair value of $1.76M; major shareholders include Vanguard (12.0%) and insiders own less than 1%. Human capital strategy is overseen by the CEO and CHRO, with annual talent reviews presented to the Board.

  • ·No related party transactions requiring disclosure since beginning of fiscal 2025.
  • ·Ownership data as of February 25, 2026; director changes include Laschinger joining November 1, 2025, Poul retiring at 2025 Annual Meeting.
  • ·Chief Human Resources Officer (CHRO) reports to CEO; annual talent reviews with Compensation Committee and full Board.
GOODYEAR TIRE & RUBBER CO /OH/DEF 14Aneutralmateriality 6/10

06-03-2026

The Goodyear Tire & Rubber Company's DEF 14A proxy statement outlines its corporate governance practices, including a separated Chairman (Ms. Koellner) and CEO (Mr. Stewart) roles since January 29, 2024, with 83% independent director nominees and full independence on key committees. The Board oversees risks through committees, with 2025 meeting counts of 6 for the full Board and 5, 4, 3, 4, and 0 for Audit, Human Capital & Compensation, Corporate Responsibility & Compliance, Finance, and Governance committees, respectively, alongside emphasis on management succession and the Goodyear Forward transformation plan. No financial performance metrics or declines are discussed.

  • ·Board leadership separation effective since January 29, 2024; Ms. Koellner served as Lead Director from June 30, 2019 to January 29, 2024.
  • ·Mr. Wessel appointed director in December 2005 via USW nomination.
  • ·Governance Committee considers director nominees based on integrity, experience, diversity, and independence standards.
INDEPENDENT BANK CORP /MI/DEF 14Aneutralmateriality 6/10

06-03-2026

Independent Bank Corporation's DEF 14A proxy statement for the 2026 Annual Meeting on April 21, 2026, seeks shareholder approval to elect four directors (Terance L. Beia, Stephen L. Gulis Jr., William B. Kessel for three-year terms expiring 2029; Michael G. Wooldridge for one-year term expiring 2027), ratify Crowe LLP as auditors for FY 2026, and advisory votes on executive compensation and frequency. As of the February 20, 2026 record date, 20,769,374 common shares were outstanding, with no performance metrics reported but major 5%+ beneficial owners disclosed including BlackRock (9.0%), Vanguard (6.4%), and FMR LLC (5.0%). Board size is fixed at 10 members.

  • ·Annual Meeting: April 21, 2026 at 3:00 p.m. ET, virtual at www.virtualshareholdermeeting.com/IBCP2026
  • ·Record date: February 20, 2026
  • ·Michael G. Wooldridge appointed to Board in December 2025
  • ·Notice of Internet Availability mailed on or about March 6, 2026
FIRST FINANCIAL BANKSHARES INCDEF 14Aneutralmateriality 6/10

06-03-2026

FIRST FINANCIAL BANKSHARES INC (FFIN) filed its DEF 14A proxy statement for the 2026 annual shareholder meeting on April 28, 2026, at 10:30 a.m. CT in Abilene, Texas, with a record date of March 2, 2026. Shareholders are asked to vote on Proposal 1: election of directors; Proposal 2: ratification of independent auditors; and Proposal 3: advisory vote on named executive officer compensation, including detailed 2025 compensation discussion and analysis with equity awards data for PEO and Non-PEO NEOs across years 2021-2025. No specific financial performance metrics or period-over-period changes are detailed in the visible content.

  • ·Annual meeting location: Abilene Convention Center, 1100 North 6th Street, Abilene, Texas.
  • ·RSVP for post-meeting luncheon required by April 15, 2026, via phone 325.627.7038 or email awatkins@ffin.com.
  • ·Live video stream available at www.ffin.com/live-events; replay post-event.
  • ·Proxy materials available at www.ffin.com/sec.
PEOPLES BANCORP INCDEF 14Aneutralmateriality 5/10

06-03-2026

Peoples Bancorp Inc. (PEBO) filed its DEF 14A proxy statement for the virtual annual shareholder meeting on April 23, 2026, at 10:00 a.m. EDT, with a record date of February 23, 2026. Key proposals include electing eleven directors for one-year terms expiring at the 2027 meeting, an advisory vote to approve named executive officers' compensation as disclosed, and ratification of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026. No financial performance metrics or period-over-period comparisons are detailed in the filing excerpt.

  • ·Meeting held solely via live webcast at www.proxydocs.com/pebo; no in-person attendance.
  • ·Shareholder proposals for 2027 annual meeting must be received by December 2026 (specific date not provided in excerpt).
SB FINANCIAL GROUP, INC.DEF 14Aneutralmateriality 6/10

06-03-2026

SB Financial Group, Inc. (SBFG) filed its DEF 14A proxy statement on March 6, 2026, for the hybrid Annual Meeting on April 22, 2026, at 10:30 a.m. EDT, with 6,302,455 common shares eligible to vote for holders of record as of February 23, 2026. Proposal No. 1 seeks election of three director nominees—Timothy L. Claxton, Gaylyn J. Finn, and Sue A. Strausbaugh—to three-year terms expiring in 2029; other proposals include ratification of auditors (routine) and a non-routine Proposal No. 3. Proxies must be submitted by April 21, 2026, with broker non-votes possible on non-routine matters.

  • ·Annual Meeting online access: www.virtualshareholdermeeting.com/SBFG2026
  • ·Proxy submission deadline: 11:59 PM EDT on April 21, 2026
  • ·Webcast replay available until April 21, 2027
  • ·Fiscal year ended December 31, 2025
  • ·Rita A. Kissner retired from Board effective December 17, 2025
MUNCY COLUMBIA FINANCIAL CorpDEF 14Aneutralmateriality 4/10

06-03-2026

Muncy Columbia Financial Corporation (CCFN) has issued its DEF 14A proxy statement for the Annual Meeting of Shareholders on April 23, 2026, at 10:30 a.m. ET, to elect four Class 1 directors for three-year terms and ratify S.R. Snodgrass P.C. as the independent registered public accounting firm for the year ending December 31, 2026. The record date is February 23, 2026, with 3,536,754 shares of common stock outstanding. Proxy materials are available online at www.edocumentview.com/CCFN starting on or about March 13, 2026.

  • ·Meeting location: Lightstreet Office of Journey Bank, 1199 Lightstreet Road, Bloomsburg, Pennsylvania 17815.
  • ·Board of Directors recommends voting 'FOR' both proposals.
  • ·Voting methods: telephone, internet, mail proxy card, or in person.
  • ·Plurality vote required for director election; majority of votes cast for auditor ratification.
MOBIX LABS, INCDEF 14Amixedmateriality 8/10

06-03-2026

MOBIX Labs, Inc. is seeking shareholder approval at its annual meeting for the election of three Class II directors (David Aldrich, Frederick Goerner, and Keyvan Samini), ratification of PricewaterhouseCoopers LLP as independent auditors for FY2026, and authorization for a reverse stock split (1:10 to 1:50 ratio) to address Nasdaq minimum bid price noncompliance, with a compliance extension until April 27, 2026. Auditor fees declined 19.5% YoY to $1.56M in FY2025 (ended Sep 30, 2025) from $1.93M in FY2024, while all other fees remained flat at $2,000. The board recommends voting for all proposals amid ongoing efforts to maintain Nasdaq listing.

  • ·Nasdaq noncompliance notice received April 28, 2025; initial 180-day compliance period ended October 27, 2025; extension granted to April 27, 2026.
  • ·PWC has audited financial statements since 2022.
  • ·Board structure: three classes with staggered three-year terms; Class B holders elect three Class B Directors (one per class).
First Bancorp, Inc /ME/DEF 14Aneutralmateriality 4/10

06-03-2026

The 2026 Proxy Statement for First Bancorp, Inc. (FNLC) details governance practices, including the Audit Committee's financial expertise led by independent Chair F. Stephen Ward, procedures for related party transactions exceeding $120,000 (none in 2025 except ordinary loans of $28.3M to directors/executives, or 1.21% of total loans), and no adopted written policy but established review processes. Director compensation from the Bank totaled $291,100 in 2025, with 54% reinvested via stock purchase plan and no fees paid to the Company for directorships. Executive officer bios highlight long tenures and recent promotions/appointments in 2025-2026.

  • ·Director fees structure: Chair $44,600 annual; others $1,400 monthly retainer, $1,050 per board meeting, $700 per committee meeting.
  • ·Code of Business Conduct and Ethics re-approved Sept 25, 2025; available on investor website.
  • ·Internal audits outsourced except loan review; Bank regulated by OCC, FDIC, Federal Reserve.
  • ·Ms. Kachmar joined Board Feb 2025; several executives promoted Feb 2025.
CASS INFORMATION SYSTEMS INCDEF 14Aneutralmateriality 7/10

06-03-2026

Cass Information Systems, Inc. filed its DEF 14A proxy statement on March 6, 2026, for the Annual Meeting of Shareholders on April 21, 2026, seeking approval to elect seven directors for one-year terms, an advisory vote on executive compensation, and ratification of KPMG LLP as the 2026 independent auditor. The record date is March 2, 2026, with 12,908,298 common shares outstanding entitled to vote. The filing includes standard disclosures on corporate governance, director compensation, executive compensation analysis, pay versus performance, and CEO pay ratio, with no reported changes in performance metrics.

  • ·Annual Meeting location: The Bogey Club, 9266 Clayton Road, Saint Louis, Missouri 63124 at 8:00 a.m. local time
  • ·Proxy materials and 2025 Form 10-K available at www.investorvote.com/cass and www.cassinfo.com
  • ·Company address: 12444 Powerscourt Drive, Suite 550, St. Louis, Missouri, 63131
DATASEA INC.DEF 14Aneutralmateriality 9/10

06-03-2026

DATASEA INC. (DTSS) is holding a Special Meeting to vote on a proposed merger with its wholly-owned BVI subsidiary DIT, under which DATASEA will merge into DIT and cease to exist as a Nevada entity, with DIT surviving under BVI law; the Board unanimously recommends approval of both the Merger Proposal and Share Exchange Proposal. Upon effectiveness, 2,000,000 Common Stock shares held by each of Zhixin Liu and Fu Liu will convert to 2,000,000 Class B Ordinary Shares of DIT, while all other shares convert to Class A Ordinary Shares. As of the Record Date (March 4, 2026), there were 10,447,153 shares of Common Stock outstanding.

  • ·Record Date: March 4, 2026
  • ·Special Meeting check-in begins 9:30 am, starts at 10:00 am (specific date referenced as conformed period April 3, 2026)
  • ·Annual Report on Form 10-K for fiscal year ended June 30, 2025 filed with SEC on September 26, 2025
  • ·Voting requires majority of shares present and entitled to vote; abstentions treated as votes against, broker non-votes have no effect
  • ·Vote tabulation by West Coast Stock Transfer, Inc.
CENTRAL PACIFIC FINANCIAL CORPDEF 14Aneutralmateriality 6/10

06-03-2026

Central Pacific Financial Corp. (CPF) has filed its definitive proxy statement for the 2026 Annual Meeting of Shareholders, to be held virtually on April 30, 2026, at 11:00 a.m. Hawaii time. Shareholders of record as of February 25, 2026, will vote on electing up to 10 directors, approving executive compensation on a non-binding advisory basis (Say-on-Pay), and ratifying Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. There are 26,436,625 shares of Common Stock outstanding, held by approximately 2,616 holders of record.

  • ·Quorum requires a majority of outstanding shares present virtually or by proxy.
  • ·Broker non-votes have no effect on Proposals 1 and 2 but are counted for quorum.
  • ·Proxy materials available at https://www.cpb.bank/2026proxy and https://www.proxyvote.com.
AGNC Investment Corp.DEF 14Apositivemateriality 7/10

06-03-2026

AGNC Investment Corp. has issued its proxy statement for the 2026 Annual Meeting of Stockholders on April 16, 2026 (virtual format), seeking approval to elect 10 directors (8 independent), an advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditor for the year ending December 31, 2026. From its May 2008 IPO through December 31, 2025, AGNC declared over $15B in common stock dividends ($50.08 per share) and delivered a 559% total stock return, outperforming the S&P 500 Financials Index (264%), FTSE NAREIT Mortgage REITs Index (143%), and S&P 500 Real Estate Index (122%). The Board highlights strong stockholder engagement, including 180 investor meetings and outreach to top 50 stockholders representing 87% of institutional ownership, with no notable declines in performance metrics reported.

  • ·Record date for voting eligibility: February 20, 2026
  • ·Proxy materials first distributed on or about March 6, 2026
  • ·Annual Meeting held virtually at www.virtualshareholdermeeting.com/AGNC2026
  • ·In 2025, published fifth annual Corporate Responsibility Report with SASB and TCFD disclosures; offset 2024 Scope 2 GHG emissions and recorded zero Scope 1 emissions
  • ·Morris A. Davis rejoined Board in January 2026 after prior service and role as Chief Housing Economist at Council of Economic Advisors
RAMBUS INCDEF 14Aneutralmateriality 6/10

06-03-2026

Rambus Inc. (RMBS) filed its DEF 14A Proxy Statement for the 2026 virtual Annual Meeting of Stockholders on April 23, 2026, at 9:00 a.m. PT, with a record date of February 25, 2026. The meeting seeks votes on the election of Class I directors, ratification of the independent registered public accounting firm, and a non-binding advisory vote to approve named executive officer compensation. As of the record date, 108,159,372 shares of common stock were outstanding, held by approximately 430 stockholders of record.

  • ·Annual Meeting held virtually at http://www.virtualshareholdermeeting.com/RMBS2026
  • ·Proxy materials and Form 10-K first mailed on or about March 6, 2026
  • ·Voting deadline for internet/telephone: 11:59 p.m. ET on April 22, 2026
  • ·Principal executive office: 4453 North First Street, Suite 100, San Jose, California 95134; telephone (408) 462-8000
UNITY BANCORP INC /NJ/DEF 14Apositivemateriality 7/10

06-03-2026

Unity Bancorp, Inc. (UNTY) filed its 2026 definitive proxy statement for the Annual Meeting on April 23, 2026, seeking shareholder approval to elect five director nominees (Wayne Courtright, David D. Dallas, Robert H. Dallas II, Peter E. Maricondo, and George Boyan) and ratify Wolf & Company P.C. as independent auditors for the year ending December 31, 2026. The company highlighted a record 2025 with $3.0B in assets, $2.3B in deposits, diluted EPS of $1.52, ROE of 18.07%, ROA of 2.17%, and net interest margin of 4.52%. Additional achievements include Piper Sandler recognitions and over $340,000 in 2025 donations.

  • ·Annual Meeting record date: February 27, 2026
  • ·Meeting location: virtual at meetnow.global/MCJW47X, 8:00 AM EDT
  • ·Proxy materials available online on or about March 6, 2026; Notice mailed March 12, 2026
  • ·Board divided into three classes; electing 4 directors for 3-year terms to 2029 and 1 for 1-year term to 2027
CDT Equity Inc.DEF 14Amixedmateriality 9/10

06-03-2026

CDT Equity Inc. seeks stockholder approval for three proposals: issuance of shares under an Equity Line of Credit (ELOC) Purchase Agreement dated January 16, 2026, potentially raising up to $25M but resulting in up to 80% dilution of outstanding common stock; issuance of up to 109,978,918 shares upon exercise of pre-funded warrants issued February 19, 2026, as part of acquiring 20% of Sarborg Limited for 598,006 shares and $8M deferred cash; and one or more reverse stock splits (1-for-2 to 1-for-100, aggregate up to 1-for-250) to avoid Nasdaq delisting due to low stock price. While these enable capital raising and strategic acquisition, they pose material dilution risks to existing stockholders' ownership and voting power, potentially impacting stock price and earnings per share.

  • ·ELOC shares priced at $1.42 (closing price on January 16, 2026) without 9.99% ownership limit
  • ·February Pre-Funded Warrants exercise price of $0.0001 per share
  • ·Proposals require majority of votes cast at Special Meeting; Board recommends FOR all
  • ·Reverse stock split authorized shares unchanged; Board discretion to abandon
SONIC AUTOMOTIVE INCDEF 14Aneutralmateriality 7/10

06-03-2026

Sonic Automotive, Inc. (SAH) issued its DEF 14A Proxy Statement for the 2026 Annual Meeting on April 29, 2026, seeking stockholder approval for electing nine directors, ratifying Grant Thornton LLP as independent auditor for fiscal 2026, advisory approval of fiscal 2025 named executive officer compensation, the 2026 Equity Incentive Plan, and amendment/restatement of the 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors. The Board unanimously recommends voting 'FOR' all proposals. Record date is March 2, 2026, with 21.5M Class A shares (1 vote each) and 12.0M Class B shares (10 votes each) outstanding.

  • ·Annual Meeting at 2:00 p.m. ET on April 29, 2026, at 4401 Colwick Road, Charlotte, North Carolina 28211.
  • ·Voting deadline for telephone/Internet: 11:59 p.m. ET on April 28, 2026.
  • ·Majority of votes cast required for approval of all proposals; abstentions and broker non-votes do not count as votes cast.
  • ·Proposal 2 (auditor ratification) is routine, allowing broker discretionary votes; others are non-routine.
FEDERAL SIGNAL CORP /DE/DEF 14Aneutralmateriality 6/10

06-03-2026

Federal Signal Corporation's DEF 14A proxy statement outlines the Annual Meeting on April 21, 2026, to elect eight directors (reducing board size from nine, with Dennis J. Martin not standing for re-election), approve advisory vote on NEO compensation, and ratify Deloitte & Touche LLP as independent auditors for FY 2026. The record date is February 23, 2026, with 60,892,151 common shares outstanding. All director nominees are current directors, and the Board recommends voting 'FOR' all proposals.

  • ·Annual Meeting location: 1333 Butterfield Road, Suite 500, Downers Grove, IL 60515 at 8:30 a.m. CDT.
  • ·Proxy materials first mailed March 6, 2026 via Notice of Internet Availability at www.proxyvote.com.
  • ·Messrs. Maue and Vaillancourt appointed as directors on February 26, 2026.
BOEING CODEF 14Amixedmateriality 9/10

06-03-2026

Boeing's 2026 DEF 14A Proxy Statement discloses 2025 compensation for named executive officers (NEOs), with CEO Robert K. Ortberg receiving total pay of $23.6M, up 28% from $18.4M in 2024, driven by $9.6M in option awards and $3.9M incentive pay. Other NEOs like Stephanie F. Pope saw total comp rise 44% to $14.4M from $10.0M, while new CFO Jesus Malave, Jr. earned $20.2M including an $8.5M bonus; however, stock option grants to NEOs in February 2025 occurred amid a 3.8% decline in share price following material nonpublic information disclosure. The filing reaffirms robust clawback and insider trading policies with no interlocks or excessive risk in comp design.

  • ·No stock options granted to NEOs during blackout periods around 10-K/10-Q/8-K filings except specified Feb 2025 grants.
  • ·Clawback policy adopted June 27, 2023, applies to incentive comp earned on/after Oct 2, 2023.
  • ·No Compensation Committee interlocks in 2025; independent review by FW Cook confirms no excessive risk in comp programs.
KIRBY CORPDEF 14Amixedmateriality 9/10

06-03-2026

Kirby Corporation's 2026 Proxy Statement summarizes a record 2025 with consolidated revenues up 3% YoY to $3.4B, net earnings of $354.6M, and EPS up 16% to $6.33 over the prior record of $5.46 (excl. one-time items). Marine transportation revenues grew 1% to $1.9B, with coastal up 8% and strong margins around 20%, while distribution and services increased 6% led by 26% power generation growth, though oil and gas revenues declined YoY and on-highway activity softened. The proxy seeks stockholder votes to elect three Class I directors, ratify KPMG LLP as auditors for 2026, approve executive compensation advisory vote, and amend the 2005 Stock and Incentive Plan and 2000 Nonemployee Director Stock Plan.

  • ·Annual Meeting: April 27, 2026 at 10:00 a.m. CDT, 55 Waugh Drive, Suite 1100, Houston, TX
  • ·Record date for stockholders: March 2, 2026
  • ·Proxy materials available: on or about March 10, 2026 at www.proxydocs.com/KEX
  • ·Richard R. Stewart concludes board service at 2026 Annual Meeting
  • ·Board composition: 9 directors, majority independent, diverse in gender (4F/5M) and skills including M&A, finance, risk management
  • ·KDS 2026 outlook: flat to slightly higher revenues YoY
  • ·Inland marine 2026 outlook: modest YoY improvement

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