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  5. NKL: I am not sure if you are following the NKL proxy fight with Pelham but both sides seem to have some valid points. [Nickel 28 Capital Corp.]
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Q: I am not sure if you are following the NKL proxy fight with Pelham but both sides seem to have some valid points. However, I find it hard to believe that the Board was going to give themselves 5% of the company in stock based compensation this year for what appears to be a holding company with little need for strategic planning. When Pelham pointed this out the Board removed the stock based compensation for this year. I'm inclined to vote for Pelham's directors. Do you have any comments or insight for me and others?
Asked by Earl on May 30, 2023
5i Research Answer:

Arguments work on both sides, but we would not consider 5% that outrageous. We have seen far worse and generally 5% to 10% is common. One can argue it is 'just' a holding company but incentives are still needed. Insiders do own 18%, at least, so are aligned. Without commenting on its future role, Pelham does appear to be trying to take control without a full takeover offer (we also reference the mini-tender offer in this comment). It's legal and the stock is cheap, so we can't really 'blame'  them but certainly management looks at it this way. Management still seems to have more experience, and a amicable solution (with Pelham getting board seats to reflect their interest) would make the most sense. But egos are getting in the way here. Without knowing exactly what Pelham would do with control, we would be on the fence here but still leaning on management's side at the moment.