POWW DEF 14A

Outdoor Holding Co (POWW)

DEF 14A 2026-09-03 For: 2026-09-03

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Added on September 04, 2026

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	By order of the Board of Directors,

	/s/ Steven Urvan
	Steven Urvan
	Chairman and Chief Executive Officer


PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS	1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
ABOUT OUTDOOR HOLDING COMPANY	3
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING	4
PROPOSAL 1: ELECTION OF DIRECTORS	9
Director and Director Nominees	9
Profile of Our Director Nominees	9
Board Highlights	11
Family Relationships and Arrangements	11
Vote Required	11
CORPORATE GOVERNANCE	11
Board Size and Director Independence	11
Board Leadership Structure	12
Board and Committee Meetings; Annual Meeting Attendance	12
Term of Office	12
Board's Role in Risk Oversight	12
Board Diversity	13
Board Committees	13
Committee Charters, Corporate Governance Guidelines, and Codes of Conduct	13
The Audit Committee	13
The Compensation Committee	13
The Nominations and Corporate Governance Committee	14
Executive Sessions	14
Board Policies and Other Disclosures	14
Director and Officer Hedging and Pledging	14
Clawback Policy	14
Insider Trading Policy	15
Risk Assessment of Compensation Policies and Practices	15
Related Party Transaction Approval Policy	15
Related Party Transactions	16
Delinquent Section 16(a) Reports	18
DIRECTOR COMPENSATION	19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	20
Change-in-Control	21
Securities Authorized for Issuance under Equity Compensation Plans	21
EXECUTIVE OFFICERS	22
EXECUTIVE COMPENSATION	22
Summary Compensation Table	25
Outstanding Equity Awards at Fiscal Year-end	26
Equity Award Timing Policy	28
Pension Benefits	28
Non-Qualified Deferred Compensation	28
401(k) Plan	28
Pay Versus Performance	28
Relationship Between Compensation Actually Paid and Total Shareholder Return	29
Relationship Between Compensation Actually Paid and GAAP Net Income	30
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	31
Change in Certifying Accountant	31
Vote Required	31
PROPOSAL 3: TEXAS REDOMESTICATION	32
Introduction	32
Reasons for the Texas Redomestication	32
Principal Terms of the Texas Redomestication	35
The Evaluation of the Proposal by the Board	36
Recommendation of the Board	37


Potential Risks and Disadvantages of the Texas Redomestication	37
Certain Differences Between Delaware Charter and Bylaws and Texas Certificate of Formation and Bylaws	39
Comparison of Stockholder Rights under Delaware and Texas Law	45
Certain Federal Income Tax Consequences	69
Additional Information	70
Conclusion	71
Vote Required	71
PROPOSAL 4: ADJOURNMENT PROPOSAL	72
AUDIT COMMITTEE MATTERS	73
Audit Committee Report	73
PRINCIPAL ACCOUNTANT FEES AND SERVICES	73
Fees paid to Independent Registered Public Accounting Firm	73
Audit Committee Pre-Approval Policies	74
OTHER INFORMATION	75
Other Business	75
Cost of the Solicitation	75
Householding of Annual Meeting Materials	75
Communications with Directors	75
Proposals for 2027 Annual Meeting of Stockholders	75
Appraisal Rights	76
No Incorporation by Reference	76
Form 10-K and Financial Statements	76
ANNEX A - Board Resolutions Approving the Redomestication	A-1
ANNEX B – Plan of Conversion	B-1
ANNEX C - Texas Certificate of Formation	C-1
ANNEX D - Texas Bylaws	D-1


Name	Age	Positions
Steven Urvan	60	Chief Executive Officer and Chairman
Houman Akhavan	48	Director
David Douglas	62	Director
Christos Tsentas	39	Director
Wayne Walker	67	Director


Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Option Awards ($)			Total ($)
Houman Akhavan	$	50,217	$	91,800	$	-		$	142,017
Richard Childress		69,658		30,285			-		99,943
David Douglas		49,674		91,800		-			141,474
Randy Luth		106,613		30,285		-			136,898
Jared Smith		-		-		-			-
Christos Tsentas		155,199		122,100		-			277,299
Steven Urvan(3)		38,925		122,100		-			161,025
Rusty Wallace		94,052		30,285		-			124,337
Wayne Walker		187,700		122,100		-			309,800


Annual Cash Retainer Fee
Non-Employee Director	$	60,000
Audit Committee Chair		15,000
Compensation Committee Chair		15,000
Nominations and Corporate Governance Chair		15,000
Audit Committee Member (Non-Chair)		10,000
Compensation Committee Member (Non-Chair)		10,000
Nominations and Corporate Governance Member (Non-Chair)	$	10,000



	Shares of Common Stock Beneficially Owned
Name of Beneficial Owner(1)	Number		Percentage

5% Stockholders
Kanen Wealth Management LLC(2) 6810 Lyons Technology Circle, Suite 160 Coconut Creek, Florida 33073		11,494,006	9.9%

BlackRock, Inc.(3) 50 Hudson Yards New York, NY 10001		6,385,721	5.5%

Steven Urvan(4) 7491 N Federal Highway STE C5 PMB 379 Boca Raton, FL 33487		37,368,918	27.5%
Directors
Houman Akhavan		60,000	*
David Douglas		60,000	*
Christos Tsentas		191,413	*
Wayne Walker		191,413	*
Named Executive Officers
Steven Urvan(4)		37,368,918	27.5%
Jared R. Smith(5)		1,018,491	*
Jordan Christensen		198,224	*
Paul Kasowski		154,882	*
All directors and officers as a group (7 persons)		38,224,850	28.1%


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders:
2025 Long-Term Incentive Plan		-		-		9,139,278
2017 Equity Incentive Plan(1)		400,000	$	2.08		—
Total		400,000		-		9,139,278


Name				Title
Steven Urvan				Chief Executive Officer(1)
Paul Kasowski				Chief Financial Officer
Jordan Christensen				Chief Legal Officer, Corporate Secretary(2)


Name and Principal Position	Fiscal Year	Salary ($)(1)		Bonus ($)(1)		Non-Equity Incentive Plan Compensation ($)(1)		Stock Awards ($)(2)		Option Awards ($)(2)		All Other Compensation (3)			Total

Steven Urvan, Chief Executive Officer(4)	2026	$	1	$	-	$	-	$	-	$	-	$	177,167	(5)	$	177,168
Jared R. Smith(6)	2026	$	86,619	$	-	$	-	$	-	$	-	$	1,066,972	(7)	$	1,153,591
Former Chief Executive Officer	2025	$	500,000	$	175,000	$	-	$	-	$	-	$	40,739		$	715,739
Paul Kasowski(8)	2026	$	325,000	$	325,000	$	-	$	313,750	$	-	$	25,145	(9)	$	988,895
Chief Financial Officer	2025	$	301,982	$	113,750	$	-	$	150,000	$	-	$	18,586		$	584,318
Jordan Christensen, Chief Legal Officer, Corporate Secretary(10)	2026	$	387,503	$	400,000	$	-	$	576,050	$	-	$	11,625	(11)	$	1,375,178


	Option Awards								Stock Awards
	Number of securities underlying unexercised options	Number of securities underlying unexercised options		Equity incentive plan awards: Number of securities underlying unexercised unearned options		Option exercise price		Option expiration date	Number of shares or units of stock that have not vested	Market value of shares or units of stock that have not vested		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested
	(#)	(#)		(#)		($)			(#)	($)		(#)		($)
	exercisable	unexercisable
Steven Urvan	-	-		-		$	-	-	-	$	-	30,000(1)		$	60,300
Jared R. Smith	400,000(2)		-		-	$	2.08	7/24/2034	-	$	-		-	$	-
Paul Kasowski	-	-		-		$	-	-	-	$	-	150,000(3)		$	301,500
Jordan Christensen	-	-		-		$	-	-	-	$	-	225,000(4)		$	452,250



Year	Summary Compensation Table Total for PEO 1(1)		Summary Compensation Table Total for PEO 2(1)		Compensation Actually Paid to PEO 1(1)(3)		Compensation Actually Paid to PEO 2(1)(3)		Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2)		Average Compensation Paid to Non-PEO Named Executive Officers(2)(3)		Value of Initial Fixed $100 Investment Based on Total Stockholder Return		Net Loss from Continuing Operations
2026	$	177,168	$	1,153,591	$	177,168	$	1,153,591	$	1,182,037	$	1,281,962	$	139.59	$	(4,945,592	)
2025	$	-	$	715,739	$	-	$	1,176,680	$	667,574	$	413,370	$	70.05	$	(65,221,463	)
2024	$	-	$	2,324,574	$	-	$	1,898,887	$	1,199,669	$	756,517	$	102.03	$	(5,350,176	)


Cumulative Voting	Under the DGCL, cumulative voting for the election of directors is allowed only as provided in the corporation’s certificate of incorporation. The Delaware Charter provides that stockholders of the Company shall not be permitted to cumulate their votes for the election of directors.	Under the TBOC, in order to vote cumulatively in a board of directors election, cumulative voting must be authorized by the corporation’s certificate of formation. The proposed Texas Certificate of Formation re-affirms that shareholders do not have a right to cumulative voting in the election of directors.
Quorum for Stockholder Meetings	The Delaware Charter does not itself address the quorum requirement for meetings of stockholders, and instead the Delaware Bylaws provide that, unless otherwise provided under the Delaware Charter or the Delaware Bylaws and subject to Delaware Law, the presence, in person or by means of remote communication (if applicable) or by proxy, of the holders of at least 33.33% of the outstanding capital stock of the Company entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business.	Under the TBOC, a corporation’s certificate of formation may provide that a quorum is present only if the holders of a specified portion of the shares that is less than the majority but not less than one-third of the shares entitled to vote are represented at the meeting in person or by proxy. Similar to the Delaware Bylaws, the proposed Texas Certificate of Formation provides that the presence, in person or by means of remote communication (if applicable) or by proxy, of the holders of at least one-third of the outstanding capital stock of the Company entitled to vote at a meeting of shareholders shall constitute a quorum for the transaction of business.
Removal of Directors	The Delaware Charter does not itself address removal requirements for directors, and instead the Delaware Bylaws provide that, except as prohibited by applicable law or the Delaware Charter, the stockholders holding at least two-thirds of the shares then entitled to vote in an election of directors may remove any director from office with or without cause.	Similar to the Delaware Bylaws, the proposed Texas Certificate of Formation provides that, subject to the rights of holders of any series of preferred stock, a director may be removed from office, with or without cause, only by the affirmative vote of shareholders holding at least two-thirds of the shares then entitled to vote in the election of directors.
Director Liability	The Delaware Charter eliminates the personal liability of directors for monetary damages for any breach of fiduciary duties as a director, to the fullest extent permitted by the DGCL.	The proposed Texas Certificate of Formation eliminates the personal liability of directors for monetary damages for any breach of fiduciary duties as a director or officer, as applicable, to the fullest extent permitted by the TBOC, mirroring the scope of liability protection under the Delaware Charter.
Action by Written Consent	The Delaware Charter does not address action by written consent of the stockholders. However, the Delaware Bylaws provide that stockholders may act by written consent if a consent or consents in writing or by electronic transmission setting forth the action to be so taken shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.	Under the TBOC, the certificate of formation of a corporation may authorize shareholders to take action without holding a meeting if the shareholders having at least the minimum number of votes that that would be necessary to take the action that is the subject of the consent at a meeting, in which each shareholder entitled to vote on the action is present and votes, sign a written consent or consents stating the action taken. The proposed Texas Certificate of Formation provides that shareholders may act by written consent signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.


Calling of Special Stockholder Meetings	The Delaware Charter does not itself address the calling of special meetings of stockholders, and instead the Delaware Bylaws provide that a special meeting of stockholders may be called only by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board (as defined in the Delaware Bylaws) or by the Chairman of the Board of Directors, and shall be called by the Chief Executive Officer at the request of the holders of 50% or more of the outstanding shares of capital stock entitled to vote in the election of directors.	Under the TBOC, a special meeting of shareholders may be called by the holders of the percentage of shares specified in the certificate of formation, not to exceed 50% of the shares entitled to vote or, if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting. The proposed Texas Certificate of Formation provides that special meetings of shareholders may be called only by the Board acting pursuant to a resolution adopted by a majority of the Whole Board (as defined in the Texas Certificate of Formation) or by the Chairman of the Board of Directors, and shall be called by the Chief Executive Officer at the request of the holders of 50% or more of the outstanding shares of capital stock entitled to vote in the election of directors.
Election to be Governed by Statutory Business Judgment Rule	The DGCL does not include an analogous statutory election mechanism, and the Delaware Charter does not contain a comparable provision. Under Delaware law, the business judgment rule is a common-law doctrine developed through court decisions rather than a codified statutory presumption.	Under the TBOC, a corporation listed on a national securities exchange or that has elected in its governing documents may elect to be governed by Section 21.419 of the TBOC, which codifies the business judgment rule and establishes a presumption that directors and officers, in deciding upon matters of business, act in good faith, on an informed basis, in furtherance of the interests of the corporation, and in obedience to the law and the corporation’s governing documents. The TBOC designates the business judgment rule as the governing standard for director and officer liability in all circumstances, including transactions with controlling shareholders. The proposed Texas Certificate of Formation provides that the Company affirmatively elects to be governed by the statutory business judgment rule.
Required Ownership to Institute a Derivative Proceeding	The Delaware Charter does not contain any provisions relating to a threshold for individual stockholders or groups of stockholders to institute or maintain a derivative proceeding.	Under the TBOC and the Texas Law Amendments, public Texas corporations may adopt a minimum share ownership percentage for individual shareholders or groups of shareholders to own in order to institute or maintain a derivative proceeding. The threshold may not exceed 3% of a corporation’s outstanding shares. Neither the proposed Texas Certificate of Formation nor the proposed Texas Bylaws include a minimum ownership threshold in order to institute or maintain a derivative proceeding.


Issue	Delaware Bylaws	Texas Bylaws
Proxies	The Delaware Bylaws provide that no proxy authorized by a stockholder is valid after one (1) year from the date of its execution, unless the proxy provides for a longer period.	Under the TBOC, a proxy is not valid for more than eleven (11) months after the date the proxy is executed, unless otherwise provided by the proxy, and so the proposed Texas Bylaws provide that no proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period.
Board of Directors Committees	The Delaware Bylaws provide that, to the extent permitted by applicable law, each committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company as may be delegated to such committee by the Board, except that no committee shall have the power or authority to (a) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to the stockholders for approval or (b) adopt, amend or repeal the Delaware Bylaws. Pursuant to the DGCL, no committee of directors shall have the authority with regard to amending the Delaware Charter, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Company’s property and assets, recommending to the stockholders a dissolution of the Company or a revocation of a dissolution of the Company, or amending the Delaware Bylaws.	The proposed Texas Bylaws provide that, to the extent provided in the resolution of the Board establishing such committee or as otherwise provided in the Texas Bylaws, the Certificate of Formation or the TBOC, each committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, subject to the limitations set forth in the TBOC. The proposed Texas Bylaws, by reference to applicable law, acknowledge that, under the TBOC, a committee of directors is prohibited from taking certain actions. The TBOC provides that a committee of the board of directors may not: (1) amend the certificate of formation, except to: (A) establish a series of shares; (B) increase or decrease the number of shares in a series; or (C) eliminate a series of shares established by the board of directors;
		(2) propose a reduction of stated capital; (3) approve a plan of merger, share exchange, or conversion of the corporation; (4) recommend to shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the corporation not made in the usual and regular course of its business; (5) recommend to the shareholders a voluntary winding up and termination or revocation of a voluntary winding up and termination; (6) amend, alter, or repeal the bylaws or adopt new bylaws; (7) fill vacancies on the board of directors; (8) fill vacancies on or designate alternate members of a committee of the board of directors;


		(9) fill a vacancy to be filled because of an increase in the number of directors; (10) elect or remove officers of the corporation or members or alternate members of a committee of the board of directors;
		(11) set the compensation of the members or alternate members of a committee of the board of directors; or (12) alter or repeal a resolution of the board of directors that states that it may not be amended or repealed by a committee of the board of directors.
Notice to Shareholders	The Delaware Bylaws provide that unless required by law or the Delaware Charter, written notice, stating the place, if any, date and time of the meeting, shall be given, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, to each stockholder of record entitled to vote at such meeting. The DGCL permits the Company to deliver a single written notice to stockholders who share an address (unless a stockholder objects). The DGCL also provides that notice is not required where giving such notice would be unlawful. The Delaware Bylaws also permit notice to be given by electronic transmission in accordance with the applicable law, without limiting the manner by which notices of meetings otherwise may be given effectively to stockholders.	The proposed Texas Bylaws, similar to the Delaware Bylaws, provide that unless required by the TBOC, the proposed Texas Certificate of Formation or the Texas Bylaws, written notice, stating the place, if any, date and time of the meeting, shall be given, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. In addition, the proposed Texas Bylaws provide that notwithstanding the foregoing, notice of a shareholder meeting regarding a “fundamental business transaction” (as defined in the TBOC) must (a) be given to each shareholder not later than twenty-one (21) days prior to the meeting, regardless of whether the shareholder is entitled to vote on the matter, and (b) state that the purpose, or one of the purposes, of the meeting is to consider a fundamental business transaction. The TBOC does not currently contain provisions allowing for a single notice to be delivered to multiple shareholders at the same address or allowing the corporation not to deliver notice where such notice would be unlawful, and, accordingly, the Texas Bylaws do not contain such provisions. Under the TBOC, shareholders must give affirmative consent to receive electronic transmissions. The Texas Bylaws reflect this requirement.
Advance Notice Procedures	The Delaware Bylaws provide certain advance notice and procedural requirements as it relates to shareholder proposals and nomination.	The proposed Texas Bylaws maintain the advance notice and procedural requirements under Delaware Bylaws. The TBOC permits certain threshold qualifications which a shareholder must satisfy before becoming eligible to submit a shareholder proposal or make a nomination. A Texas corporation that is “nationally listed” must affirmatively elect in its governing documents to be governed by the TBOC’s shareholder proposal rules. Neither the proposed Texas Certificate of Formation nor the proposed Texas Bylaws include an affirmative election to be governed by the TBOC’s shareholder proposal rules.


Advancement of Expenses	The Delaware Bylaws provide that expenses incurred by an officer or director or, if duly authorized pursuant to the Delaware Bylaws, by an employee or agent of the Company, in connection with any legal proceedings shall be advanced, in the case of an officer or director, or may be advanced, in the case of an employee or agent, by the Company, in each case upon the Company’s receipt of an undertaking by the person to repay such amounts if it is ultimately determined that the person is not entitled to indemnification.	Under the TBOC, before a corporation can advance expenses incurred by a governing person or delegate of the corporation in connection with any legal proceedings, such governing person or delegate is required to provide: (1) a written affirmation by the person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification under the TBOC; and (2) a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard necessary for indemnification under the TBOC. The Texas Bylaws provide that expenses incurred by a director, officer, or authorized employee or agent in defending a proceeding shall be advanced, in the case of a director or officer, or may be advanced, in the case of an employee or agent, prior to the final disposition of such proceeding in the event the director, officer, or authorized employee or agent provides the affirmation and undertaking required by the TBOC as described above.
Board Vacancies	The Delaware Bylaws provide that vacancies on the Board resulting from death, resignation, removal or otherwise, and newly created directorships resulting from any increase in the number of directors, may be filled solely by a majority of the directors then in office (although less than a quorum) or by the sole remaining director. The Delaware Bylaws do not limit the number of directorships created by an increase in the size of the Board that the Board may fill between annual meetings.	The proposed Texas Bylaws contain a substantially similar provision, except that, pursuant to the TBOC, the Texas Bylaws provide that the Board may not fill more than two (2) vacancies created by an increase in the number of directors during the period between any two (2) successive annual meetings of shareholders. Any additional directorships resulting from an increase in the size of the Board would therefore be filled by a vote of the shareholders.
Exclusive Forum	The Delaware Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the Delaware Court is the sole and exclusive forum for any derivative action, any claim of breach of fiduciary duty, any claim arising under the DGCL or the Delaware Charter or Delaware Bylaws, and any claim governed by the internal affairs doctrine, and that the federal district courts of the United States are the exclusive forum for claims arising under the Securities Act.	The proposed Texas Bylaws do not contain a forum selection provision. The provisions relating to exclusive forum and waiver of jury trial are instead included in the proposed Texas Certificate of Formation.
Voting Lists	The Delaware Bylaws provide that the officer or agent having charge of the transfer book for stock shall make a complete list of the stockholders entitled to vote at a meeting, arranged in alphabetical order, with the address of and the number of shares of stock held by each, available for inspection by any stockholder for a period of ten (10) days ending on the day before the meeting date.	The proposed Texas Bylaws contain a substantially similar provision, except that, pursuant to the TBOC, the Texas Bylaws provide that the voting list must include additional information beyond what is required in the Delaware Bylaws, including the type of shares held by each shareholder and the number of votes that each shareholder is entitled to if different from the number of shares held.


Action by Written Consent of Directors	Under the DGCL, unless otherwise restricted by the governing documents, the board of directors of a Delaware corporation may act without a meeting if all of the directors consent in writing.	Under the TBOC, unless otherwise provided by the governing documents, a written consent stating the action taken and signed by all members of the board of directors is also an act of the board of directors.
Action by Written Consent of Stockholders	Under the DGCL, unless otherwise provided in the certificate of incorporation, stockholders may act without a meeting, without prior notice and without a vote, with the written consent of the stockholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. If less than unanimous written consent is given, the corporation must give prompt notice of the action taken to the non-consenting stockholders.	Under the TBOC, shareholders may act without a meeting, without prior notice and without a vote, with the written consent of (1) all shareholders or (2) if authorized by the certificate of formation, the shareholders having at least the minimum number of votes that would be necessary to take the action that is the subject of the consent at a meeting, in which each owner or member entitled to vote on the action is present and votes. If less than unanimous written consent is given, the corporation must give prompt notice of the action taken to the non-consenting shareholders.
Special Meetings of the Stockholders	Under the DGCL, the board of directors, or any other one or more persons authorized in the governing documents, may call a special meeting. Stockholders do not have a statutory right to call a special meeting, but the governing documents for the corporation may provide for such right.	Under the TBOC, special meetings of the shareholders of a corporation may be called by: (1) the president, the board of directors, or any other person authorized to call special meetings by the governing documents; or (2) the holders of the percentage of shares specified in the certificate of formation, not to exceed 50% of the shares entitled to vote or, if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting. Under the TBOC, a corporation cannot prohibit its shareholders from calling a special meeting of shareholders.


Adjournment of Stockholder Meetings	Under the DGCL, unless the bylaws provide otherwise, a meeting of stockholders may be adjourned to another time or place without notice if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are: (1) announced at the meeting at which the adjournment is taken; (2) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication; or (3) set forth in the notice of meeting. Under the DGCL, if a meeting of stockholders is adjourned for more than 30 days, or if after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting, or each stockholder of record entitled to vote at the adjourned meeting as of the new record date set for notice of the adjourned meeting, respectively. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting.	Under the TBOC, unless the governing documents provide otherwise, a meeting of shareholders may be adjourned due to lack of quorum until the time and to the place as may be determined by a vote of the holders of the majority of the shares who are present or represented by proxy at the meeting. The TBOC does not have a specific provision on the notice for an adjourned meeting or the business that may be transacted at an adjourned meeting. Generally, under the TBOC, the only business that may be conducted at a special meeting of the shareholders is business that is within the purposes described in the notice.
Voting by Proxy	Under the DGCL, a stockholder may authorize another person or persons to act for such stockholder by proxy. A proxy is valid for three years from its date unless a longer period is provided in the proxy.	Under the TBOC, a shareholder may authorize another person or persons to act for such shareholder by proxy. A proxy is valid for 11 months from its date of execution unless otherwise provided in the proxy.
Quorum	Under the DGCL, the governing documents may specify the number of shares and/or the amount of other securities having voting power the holders of which must be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than one-third of the shares of such class or series or classes or series.	Under the TBOC, subject to the following sentence, the holders of the majority of the shares entitled to vote at a meeting of the shareholders that are present or represented by proxy at the meeting are a quorum for the consideration of a matter to be presented at that meeting. The certificate of formation may provide that a quorum is present only if: (1) the holders of a specified portion of the shares that is greater than the majority of the shares entitled to vote are represented at the meeting in person or by proxy; or (2) the holders of a specified portion of the shares that is less than the majority but not less than one-third of the shares entitled to vote are represented at the meeting in person or by proxy.


	been made in accordance with the DGCL, the votes cast for the amendment by the holders of such class exceed the votes cast against the amendment by the holders of such class.
Bylaw Amendments	Under the DGCL, stockholders entitled to vote have the right to amend, repeal or adopt the bylaws. If the corporation’s certificate of incorporation so provides, the Delaware corporation’s board of directors may also have the right to amend, repeal or adopt the bylaws.	Generally, under the TBOC, the board of directors may amend, repeal or adopt a Texas corporation’s bylaws. However, (i) the shareholders may amend, repeal or adopt bylaws even if the directors also have that power and (ii) the certificate of formation may wholly or partly reserve the power to amend, repeal or adopt bylaws exclusively to the shareholders. Similarly, the shareholders, in amending, repealing or adopting a particular bylaw, may expressly provide that the board of directors may not amend, readopt or repeal that particular bylaw.
Dividends and Distributions	Under the DGCL, a Delaware corporation may, subject to any restrictions contained in its certificate of incorporation, pay dividends out of surplus or, if there is no surplus, out of net profits for the current and/or the preceding fiscal year, unless the capital of the corporation is less than the capital represented by issued and outstanding stock having preferences on asset distributions.	Under the TBOC, a distribution is defined as a transfer of cash or other property (except a corporation’s own shares or rights to acquire its shares or a split-up or division of the issued shares of a class of a corporation into a larger number of shares within the same class that does not increase the stated capital of the corporation), or an issuance of debt, by a corporation to its shareholders in the form of: (i) a dividend on any class or series of a Texas corporation’s outstanding shares; (ii) a purchase or redemption, directly or indirectly, of its shares; or (iii) a payment in liquidation of all or a portion of its assets. Under the TBOC, a corporation may not make a distribution if such distribution violates its certificate of formation, if the corporation’s surplus is less than the amount of the corporation’s stated capital (as determined by the TBOC) or, unless the corporation is in receivership or the distribution is made in connection with the winding up and termination of the corporation, if it either renders the corporation unable to pay its debts as they become due in the course of its business or affairs, or exceeds, depending on the type of distribution, either the net assets or the surplus of the corporation, or, subject to certain exceptions, if the distribution will be made to shareholders of another class or series.


Stock Redemption and Repurchase	Under the DGCL, a Delaware corporation may purchase or redeem shares of any class except when its capital is impaired or would be impaired by such purchase or redemption. A Delaware corporation may, however, purchase or redeem out of capital, shares that are entitled upon any distribution of its assets to a preference over another class or series of its stock, or, if no shares entitled to such a preference are outstanding, any of its own shares, if such shares are to be retired and the capital reduced. However, a corporation may not purchase redeemable shares for a price greater than that at which they would be redeemed.	As noted above, under the TBOC, the purchase or redemption by a Texas corporation of its shares constitutes a distribution. Accordingly, the discussion above relating to distributions is applicable to stock redemptions and repurchases.
	In addition, a Delaware corporation may not effect a repurchase or redemption if doing so would render the corporation insolvent in the sense that it could not pay its debts as they come due or continue as a going concern.
Increasing or Decreasing Authorized Capital Stock, Including Number of Unissued Shares of a Series of Preferred Stock	The DGCL has no provision for increasing or decreasing authorized capital stock by unilateral board action without stockholder approval, although if the increase in the number of authorized shares is in connection with a forward stock split (up to an amount proportionate to the subdivision), no stockholder approval is required provided that the corporation only has one class of stock outstanding and such class is not divided into series (unless stockholder approval is expressly required by the certificate of incorporation).	Under the TBOC, once stock has been issued, the board cannot unilaterally increase or decrease the amount of authorized capital stock without shareholder approval unless (i) the increase in the number of authorized shares is in connection with a forward stock split, in which case the number of authorized shares can be increased to an amount proportionate to the same multiple by which the number of issued shares is subdivided as a result of the forward stock split without shareholder approval, or (ii) the decrease is in connection with a reverse stock split primarily for the purpose of maintaining the listing eligibility of the class of shares on any applicable national securities exchange, in which case the number of authorized shares can be decreased to an amount proportionate to the same multiple by which the number of issued shares is combined as a result of the reverse stock split without shareholder approval, provided in both cases that the corporation only has one class of stock outstanding and such class is not divided into series (unless shareholder approval is expressly required by the certificate of formation). With respect to a series of shares of preferred stock established by the board of directors if authorized by the corporation’s certificate of formation (and subject thereto), unless the certificate of formation expressly restricts the board of directors from increasing or decreasing the number of unissued shares of a series to be established by the board of directors, the board of directors may increase or decrease the number of shares in each series to be established, except that the board of directors may not decrease the number of shares in a particular series to a number that is less than the number of shares in that series that are issued at the time of the decrease.


	However, when a stockholder seeks to inspect a corporation’s list of stockholders or stock ledger, the burden of proof is on the corporation to establish that the inspection is for an improper purpose.
Insurance	Under the DGCL, a Delaware corporation is allowed to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the DGCL.	Under the TBOC, a Texas corporation is allowed to purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless an existing or former governing person, delegate, officer, employee, or agent against any liability: (1) asserted against and incurred by the person in that capacity or (2) arising out of the person’s status in that capacity. The insurance or other arrangement established may insure or indemnify against the liability described above without regard to whether the corporation otherwise would have had the power to indemnify the person against that liability under the TBOC.
		Under the TBOC, for the benefit of persons to be indemnified by the enterprise, an enterprise may, in addition to purchasing or procuring or establishing and maintaining insurance or another arrangement: (1) create a trust fund; (2) establish any form of self-insurance, including a contract to indemnify; (3) secure the enterprise’s indemnity obligation by grant of a security interest or other lien on the assets of the enterprise; or (4) establish a letter of credit, guaranty, or surety arrangement.
Limitation of Liability of Stockholders	Under the DGCL, unless the certificate of incorporation otherwise provides, the stockholders of a corporation shall not be personally liable for the payment of the corporation’s debts except as they may be liable by reason of their own conduct or acts.	Under the TBOC, subject to certain exceptions, a shareholder is not personally liable for the obligations of the corporation, and a shareholder’s liability with respect to its shares is limited to the obligation to pay the full consideration for which the shares were or are to be issued.
Considerations by Directors Permitted by Statute	Except for corporations that have opted to become public benefit corporations, directors of Delaware corporations do not have any express statutory authority to consider other constituencies. Delaware case law provides that fiduciary duties in most circumstances require directors to seek to maximize the value of the corporation for the long-term benefit of the stockholders and that directors can consider the interests of other constituencies so long as doing so serves the ultimate goal of value maximization.	In discharging the duties of a director or officer under the TBOC or otherwise, a director or officer of a corporation is entitled to consider any social purpose specified in the corporation’s certificate of formation. In addition, the TBOC provides that nothing in the applicable section thereof prohibits or limits a director or officer of a corporation that does not have a social purpose specified as a purpose in the corporation’s certificate of formation from considering, approving, or taking an action that promotes or has the effect of promoting a social, charitable, or environmental purpose. Texas also has a public benefit corporation statute.


	reasonably believed to be in or not opposed to the best interests of the corporation; and (ii) if such person is found liable to the corporation, only to the extent the Delaware Court or the court in which such action or suit was brought determined that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court or such other court shall deem proper. This is not exclusive of any other indemnification rights, which may be granted by a Delaware corporation to its directors, officers, employees or agents.	constitutes a breach of a duty owed by the person to the corporation.
Advancement of Expenses	Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145 of the DGCL.	A corporation may pay or reimburse reasonable expenses incurred by a present director or delegate who was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the determinations required for permissive indemnification after the corporation receives: (1) a written affirmation by the person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification; and (2) a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard or that indemnification is prohibited by the TBOC. In addition, a corporation may advance expenses to a person who is not a director, including an officer, employee or agent, as provided by: (1) the corporation's governing documents; (2) general or specific action of the corporation's board; (3) resolution of the shareholders; (4) contract; or (5) common law, and such person may seek advancement of expenses from the corporation to the same extent as a director. A corporation may also pay or reimburse, in advance of the final disposition of a proceeding and on terms the corporation considers appropriate, reasonable expenses incurred by a present or former officer, employee, or agent who is not a present director or delegate, without receiving the written affirmation and undertaking described above.
Procedure for Indemnification	Under the DGCL, a determination that indemnification of a director or officer is appropriate generally must be made: (i) by a majority vote of directors who are not party to the proceeding, even though less than a quorum; (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (iii) if there are no such directors or if such directors so direct, by independent legal counsel in a written opinion; or (iv) by stockholder vote.	Under the TBOC, a determination that indemnification is appropriate generally must be made: (i) by a majority vote of the directors who, at the time of the vote, are disinterested and independent, regardless of whether such directors constitute a quorum; (ii) by a majority vote of a special committee of the board of directors if the committee is designated by a majority vote of the directors who at the time of the vote are disinterested and independent, regardless of whether such directors constitute a quorum, and is composed solely of one or more directors who are disinterested and independent; (iii) by special legal


		counsel selected by majority vote under (i) or (ii) above; (iv) by the shareholders in a vote that excludes those shares held by directors who, at the time of the vote, are not disinterested and independent; or (v) by a unanimous vote of the shareholders of the corporation.
Mandatory Indemnification	The DGCL requires indemnification for expenses (including attorneys’ fees) actually and reasonably incurred with respect to any claim, issue or matter on which the director or “officer” (as defined for the purposes of Section 145(c) of the DGCL) is successful on the merits or otherwise, in the defense of the proceeding.	The TBOC requires indemnification for reasonable expenses actually incurred only if the director is wholly successful on the merits or otherwise, in the defense of the proceeding.
Indemnification: Persons Covered	Under the DGCL, directors and officers, but not employees and agents, are entitled to mandatory indemnification for expenses incurred when successful on the merits or otherwise in defense of litigation. Other than in that instance, the DGCL provides the same indemnification rights to officers, employees and agents that it provides for directors.	The TBOC generally provides that a corporation may indemnify and advance expenses to a person who is not a director, including an officer, employee or agent, as provided by: (1) the corporation’ s governing documents; (2) general or specific action of the corporation’s board of directors; (3) resolution of the shareholders; (4) contract; or (5) common law. A corporation must indemnify an officer to the same extent that indemnification is required under the TBOC for a director. A determination of indemnification for a person who is not a director of a corporation, including an officer, employee, or agent, is not required to be made in accordance with the procedures set out in the relevant sections of the TBOC.
Stockholder Rights Plans	Delaware has established case law permitting the adoption of stockholder rights plans. However, the adoption of stockholder rights plans is viewed as a defensive action and is subject to enhanced scrutiny by the Delaware courts, with the burden initially on the board of directors to demonstrate that the adoption of the rights plan is reasonable in response to a reasonably identified threat posed.	Texas case law regarding shareholder rights plans is limited, particularly following the adoption of the Texas Law Amendments, including the codified business judgment rule. In addition, the TBOC expressly permits directors to look to the “long-term” benefit to shareholders in taking action.


Stock Ownership Requirement for Derivative Suits	Under the DGCL, subject to limited exceptions, a stockholder may not institute or maintain a derivative suit unless the plaintiff was a stockholder of the corporation at the time of the transaction of which such stockholder complains or that such stockholder’s stock thereafter devolved upon such stockholder by operation of law and the plaintiff maintains such ownership throughout the litigation. A limited number of Delaware corporations may have included an ownership threshold for derivative claims in their bylaws; however, Delaware courts have not opined on the enforceability of these provisions.	Under the TBOC, a shareholder may not institute or maintain a derivative proceeding unless: (1) the shareholder was a shareholder of the corporation at the time of the transaction in question, or became a shareholder by operation of law originating from a person that was a shareholder at the time of the transaction in question; and (2) the shareholder fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. Under the Texas Law Amendments, a public Texas corporation may in its governing documents include a threshold of ownership (not to exceed three percent of the outstanding shares of the corporation) for an individual or group of individuals to institute or maintain a derivative proceeding brought on behalf of the corporation.
Judicial Deference to Derivative Suit Determinations	Delaware does not have an analogous statute. Under Delaware law, a stockholder’s right to bring a derivative suit is a judicially created doctrine.	Under the TBOC, any determination regarding how to proceed with allegations asserted in a derivative proceeding must be made by an affirmative vote of a majority of: (1) all independent and disinterested directors of the corporation, whether or not they constitute a quorum of the board; (2) a committee of one or more independent directors appointed by an affirmative vote of a majority of the independent and disinterested directors, whether or not those directors constitute a quorum of the board; or (3) a panel of one or more independent, disinterested, and qualified individuals appointed by the court upon the corporation’s motion. If the decision-makers described above determine in good faith, after a reasonable inquiry and based on factors they deem appropriate under the circumstances, that continuation of the derivative proceeding is not in the corporation’s best interests, the court shall dismiss the proceeding upon the corporation’s motion.
Judicial Certification of Committees and Panels	Delaware does not have an analogous statute.	The TBOC permits corporations to request a court, at the start of a transaction or investigation of a derivative claim, to judicially determine the independence and disinterestedness of directors on special committees reviewing transactions or individuals on panels reviewing derivative claims. Future challenges to independence or disinterestedness would require new facts.


Jury Trials	Jury trials are generally not available in the Delaware Court, which is the court in which stockholder suits relating to the internal affairs of a Delaware corporation are typically filed.	Under Texas law, in civil cases, a party generally has a right to a jury trial to determine questions of fact if the party timely demands a jury and pays the jury fee. Under the Texas Law Amendments, a Texas corporation may, in its governing documents, adopt a waiver of jury trials for internal entity claims, as defined in the TBOC. Such waiver will constitute a knowing waiver if enforced against a party approving the certificate of formation or bylaws or acquiring a security after the adoption of such certificate of formation or bylaws, continuing to hold a security of a public company after such certificate of formation or bylaws are adopted or by other methods permitted under law.
Dissent and Appraisal Rights	Under the DGCL, a stockholder or beneficial owner of a corporation that is a constituent in a merger, consolidation, conversion, domestication, transfer, or continuance may, under certain circumstances, be entitled to appraisal rights pursuant to which the stockholder may receive cash in the amount of the fair value of their shares as determined by the Delaware Court.	Under the TBOC, except for the limited classes of mergers, consolidations, sales and asset dispositions for which no shareholder approval is required under Texas law, shareholders of Texas corporations with voting rights have dissenters’ rights in the event of a merger, consolidation, interest exchange, conversion, sale, lease, exchange or other disposition of all, or substantially all, the property and assets of the corporation.
	Under the DGCL, stockholders have no appraisal rights in the event of a merger, consolidation, conversion, domestication, transfer or continuance if (i) prior to the effective time of the transaction the stock of the corporation is listed on a national securities exchange or is held of record by more than 2,000 stockholders, and (ii) in the merger, consolidation conversion, domestication, transfer or continuance they receive solely shares of stock of the surviving corporation or entity or of any other corporation which shares at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 stockholders.	However, a shareholder of a Texas corporation has no dissenters’ rights with respect to any plan of merger or conversion in which there is a single surviving or new domestic or foreign corporation, or with respect to any plan of exchange if: (1) the ownership interest, or a depository receipt in respect of the ownership interest, held by the owner is part of a class or series of ownership interests, or depository receipts in respect of ownership interests, that are, on the record date set for purposes of determining which owners are entitled to vote on the plan of merger, conversion, or exchange, as appropriate: (A) listed on a national securities exchange; or (B) held of record by at least 2,000 owners;


		(2) the owner is not required by the terms of the plan of merger, conversion, or exchange, as appropriate, to accept for the owner’s ownership interest any consideration that is different from the consideration to be provided to any other holder of an ownership interest of the same class or series as the ownership interest held by the owner, other than cash instead of fractional shares or interests the owner would otherwise be entitled to receive; and (3) the owner is not required by the terms of the plan of merger, conversion, or exchange, as appropriate, to accept for the owner’s ownership interest any consideration other than: (A) ownership interests, or depository receipts in respect of ownership interests, of another entity of the same general organizational type that, immediately after the effective date of the merger, conversion, or exchange, as appropriate, will be part of a class or series of ownership interests, or depository receipts in respect of ownership interests that are: (i) listed on a national securities exchange or authorized for listing on the exchange on official notice of issuance; or (ii) held of record by at least 2,000 owners; (B) cash instead of fractional ownership interests the owner would otherwise be entitled to receive; or (C) any combination of the ownership interests and cash above.
		Under the TBOC, an owner of an ownership interest in a Texas domestic entity subject to dissenters’ rights is entitled to dissent from an amendment to a Texas for-profit corporation’s certificate of formation to add required provisions to elect to be a public benefit corporation or delete required provisions, which in effect cancels the corporation’s election to be a public benefit corporation if the owner owns shares that were entitled to vote on the amendment; except if the shares held by the owner are part of a class or series of shares listed on a national securities exchange; or held of record by at least 2,000 owners.
Independence of Corporate Statute	Delaware does not have an analogous statute.	The TBOC prohibits the plain meaning of the statutes under the TBOC from being supplanted, contravened, or modified by the laws or judicial decisions of any other jurisdiction.


	2026		2025(1)
Audit Fees	$	454,236	$	935,827
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		1,498,708
	$	454,236	$	2,434,535


Name	Address
1. Steven F. Urvan	5960 Berkshire Lane, 6th Floor, Dallas, TX 75225
2. Houman Akhavan	5960 Berkshire Lane, 6th Floor, Dallas, TX 75225
3. David Douglas	5960 Berkshire Lane, 6th Floor, Dallas, TX 75225
4. Christos Tsentas	5960 Berkshire Lane, 6th Floor, Dallas, TX 75225
5. Wayne Walker	5960 Berkshire Lane, 6th Floor, Dallas, TX 75225