DEF: Castellum, Inc. Schedules 2026 Annual Meeting

Castellum, Inc. has announced its 2026 Annual Meeting of Stockholders, set for May 19, 2026, to elect directors, ratify auditors, and approve an amendment to its stock incentive plan.

Summary

• Castellum, Inc. is holding its 2026 Annual Meeting of Stockholders on May 19, 2026, at 10:00 a.m. Eastern Time, both in person and virtually.
• The meeting's agenda includes the election of five director nominees, ratification of RSM US LLP as the independent auditor for fiscal year 2026, and approval to amend the Castellum, Inc. Second Amended 2021 Stock Incentive Plan to increase the aggregate shares reserved for issuance to 13,000,000.
• Stockholders of record as of March 20, 2026, are eligible to vote.
• Proxy materials are being disseminated electronically via the 'Notice and Access' rules.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it concerns routine corporate governance matters and a standard stock incentive plan amendment aimed at employee retention, with no immediate financial performance indicators or significant strategic shifts disclosed.

Positives

• The company is holding its annual meeting to ensure shareholder participation in corporate governance.
• The proposed amendment to the stock incentive plan aims to attract and retain key employees and directors, aligning their interests with stockholders.
• The company is utilizing electronic dissemination of proxy materials, which is cost-effective and environmentally friendly.

Risks

• If stockholder approval for the share increase in the stock incentive plan is not obtained, the company may need to revise its compensation philosophy and formulate other cash-based programs.
• The issuance of additional shares under the amended plan could dilute earnings per share and book value per share, as well as stock ownership and voting rights of current stockholders.
• The increase in authorized but unissued shares may have an anti-takeover effect.

Future Outlook

The company is seeking stockholder approval to increase the number of shares available under its stock incentive plan, which is expected to provide sufficient shares for awards for at least one to two additional years. Future share usage will depend on stock performance, hiring activity, acquisition factors, and other variables.

Management Comments

• Glen R. Ives, President and Chief Executive Officer, expresses appreciation for stockholders' continued interest and looks forward to greeting attendees at the meeting.
• The Board recommends a vote FOR each director nominee, FOR the ratification of RSM US LLP, and FOR the amendment to the stock incentive plan.

Industry Context

StockSavvy.ai notes that the proposed increase in the stock incentive plan aligns with industry practices for attracting and retaining talent in the technology and government contracting sectors, where Castellum, Inc. operates. The focus on equity incentives is a common strategy to align employee and executive interests with long-term shareholder value.

Corporate Governance

Legal Proceedings

• Jay O. Wright, a former executive officer and director, was a director of Nutroganics, Inc. within two years of its bankruptcy filing in October 2016.
• C. Thomas McMillen, a director, was a defendant in a securities class action lawsuit against RCS Capital Corporation (Weston v. RCS Capital Corporation, No. 14-cv-10136 (S.D.N.Y.)) which was settled in September 2017 without recourse to independent directors.

Related Party Transactions

• The company fully repaid a note payable to Emil Kaunitz, a former director and consultant, on February 11, 2026, with the principal amount of $400,000 and 5% annual interest.
• The company paid $140,000 plus accrued interest on November 7, 2025, to former shareholders of Specialty Services, Inc. (SSI) concerning an earnout related to the 2021 acquisition. These former shareholders were employed by or consulted for the company in 2025.

Stakeholder Impact

• Shareholders will vote on director elections, auditor ratification, and stock incentive plan amendments, directly impacting corporate governance and potential future equity dilution.
• Employees and directors may benefit from the proposed increase in shares available under the stock incentive plan, aligning their interests with the company's performance.
• Creditors are not directly impacted by the proposals in this filing.

Next Steps

• Stockholders are urged to vote by telephone, mail, or over the Internet.
• Representatives of RSM US LLP will be present at the annual meeting to respond to questions.
• The company will announce preliminary voting results at the annual meeting.

Key Dates

Recommendation

This filing is a routine proxy statement for an annual meeting. It does not contain new financial performance data or significant strategic announcements that would warrant a buy or sell recommendation. The proposals are standard corporate governance items. Therefore, a 'hold' recommendation is appropriate, suggesting investors maintain their current position pending more substantive news.

Keywords

Castellum, Inc., Proxy Statement, Annual Meeting, Stockholders, Director Election, Independent Auditor, Stock Incentive Plan, SEC Filing, DEF 14A