DEFA14A: One Stop Systems Announces Withdrawal of Director Nominee and Clarifies Proxy Statement

One Stop Systems announces the withdrawal of Kenneth Potashner as a nominee for director re-election and clarifies aspects of its 2025 proxy statement following shareholder engagement.

Summary

• One Stop Systems, Inc. has issued a supplement to its proxy statement for the annual meeting of stockholders to be held on May 14, 2025.
• Kenneth Potashner, who has served on the Board since 2006 and as Chairman since May 2019, has decided not to stand for re-election.
• His decision was not due to any disagreement with the company's operations, policies, or practices.
• The Board will not nominate a replacement director for election at the Annual Meeting.
• Votes for or against Mr. Potashner will be disregarded.
• The company adopted a Second Amended and Restated Bylaws on March 19, 2025, requiring directors receiving more 'against' than 'for' votes to tender their resignation.
• The Board decided against changing the super-majority voting requirements in its governing documents after reviewing practices at similar micro-cap companies.
• This supplement was made available on or about May 9, 2025.

Sentiment

Score: 6

Explanation: The announcement is neutral, addressing procedural matters related to the annual meeting. The withdrawal of a director nominee is not inherently positive or negative, and the clarification of the proxy statement suggests a commitment to transparency.

Positives

• The company is responsive to shareholder engagement, as evidenced by the adoption of amended bylaws regarding director resignation.

Industry Context

The document references the company's review of practices at similar micro-cap companies when deciding whether to change super-majority voting requirements, indicating an awareness of industry norms and a desire to align with peers.

Comparison to Industry Standards

• The document mentions the company's review of other similar situated micro-cap companies when deciding whether to change the super-majority voting requirements.
• This suggests a comparison to governance practices at companies of similar size and market capitalization.
• However, the document does not provide specific details about the companies reviewed or the benchmarks used.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders should be aware that votes for or against Mr. Potashner will be disregarded.
• Shareholders are encouraged to review the updated proxy statement information before voting.

Key Dates

Keywords

Proxy Statement, Annual Meeting, Director, Board of Directors, One Stop Systems, Corporate Governance, Shareholder Engagement, Voting Rights