Your Vote is Important.
Even if you participate in the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting. You may vote your shares via the Internet, telephone or mail as more fully described below:
| | | | BY INTERNET: www.proxyvote.com and follow the instructions (have your proxy card available) | |
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| | | | BY PHONE: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available) | |
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| | | | BY MAIL: If you have received a proxy card, mark your vote, sign your name exactly as it appears on your proxy card, date your card and return it in the envelope provided. | |
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Voting Guide
| | PROPOSAL 1 (see pages 9-12) | | |
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| | To elect five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. | | | | | OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE | |
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| | The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company. | | |
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| | PROPOSAL 2 (see pages 21-32) | | | | | | | |
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| | To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached as Annex A, to, at the discretion of the Board of Directors exercisable for a period of up to one year, effect a reverse stock split with respect to the issued and outstanding common stock at a ratio of 1-for-2 to 1-for-20, with the ratio to be determined at the discretion of the Board of Directors and included in a public announcement. | | | | | | OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL | |
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| | The Board of Directors recommends that you vote FOR this Reverse Stock Split Proposal because the Board believes it is important to maintain the listing of the common stock on The Nasdaq Capital Market. | | |
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| | 2 | | | | | | | 2026 Proxy Statement | |
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| | PROPOSAL 3 (see pages 33-34) | | | | | | | |
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| | To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached as Annex B, which increases the number of authorized shares of our common stock from 75,000,000 to 125,000,000. | | | | | | OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL | |
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| | The Board of Directors recommends that you vote FOR this proposal because it is required to continue to operate our business efficiently. The need to increase the authorized shares is primarily driven by our desire to have sufficient shares available for possible merger and acquisition activities, and other corporate development objectives that may occur over the coming months or years. | | |
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| | PROPOSAL 4 (see pages 35-36) | | | | | | | |
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| | To hold an advisory vote on executive compensation. | | | | | | OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL | |
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| | The Board of Directors recommends that you vote FOR this “Say-on-Pay” advisory proposal because our compensation program attracts top talent commensurate with our peers and reinforces our “Pay for Performance” philosophy. | | |
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| | PROPOSAL 5 (see pages 37-38) | | | | | | | |
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| | To hold an advisory vote on the frequency of holding an advisory vote on executive compensation. | | | | | | OUR BOARD RECOMMENDS A VOTE FOR ONE YEAR FOR THIS PROPOSAL | |
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| | The Board of Directors recommends that you vote for ONE YEAR as the frequency for this “Say-When-on-Pay” advisory proposal because an annual advisory vote allows our stockholders to provide timely feedback on our executive compensation program and enables the Board to be more responsive to stockholder sentiment on this important matter. | | |
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| | PROPOSAL 6 (see pages 39-40) | | | | | | | |
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| | To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2026. | | | | | | OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL | |
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| | The Board of Directors recommends that you vote FOR the ratification of Cherry Bekaert LLP. We believe Cherry Bekaert has sufficient knowledge and experience to provide our company with a wide range of services that are on par with the best offered in the industry. | | |
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| | 2026 Proxy Statement | | | | | | | 3 | |
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| | PROPOSAL 7 (see page 41) | | | | | | | |
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| | To approve an adjournment of the Annual Meeting, in whole or in part as to any particular proposal(s), to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient shares voted to constitute a quorum or votes in favor of a particular proposal for approval. | | | | | | OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL | |
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| | The Board of Directors recommends that you vote FOR this proposal because the Board of Directors believes that, if the number of shares of common stock cast is insufficient to constitute a quorum or approve any proposal, it is in the best interests of the stockholders to enable the Board of Directors to continue to seek to obtain a sufficient number of additional votes to constitute a quorum or approve the proposals. | | |
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| | 4 | | | | | | | 2026 Proxy Statement | |
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