Monitor the say-on-pay vote outcome given the company's deteriorating profitability (net loss widened from $2.6M to $11.2M) despite flat revenue. The 98.9% approval last year may face more scrutiny this cycle. Also watch for any late-breaking shareholder proposals or director withhold votes, particularly given the new nominee Peter McClung's ties to the controlling Stockholder Group.
Price Chart
Executive Summary
Bloomia Holdings filed its definitive proxy statement for the November 23, 2026 annual meeting, proposing the election of six directors (including one new nominee, Peter McClung), an advisory say-on-pay vote, and ratification of Boulay PLLP as auditor. The filing follows a fiscal year with flat revenue ($48.1M vs $48.4M), a net loss of $11.2M (vs $2.6M loss), and a $13.2M non-cash impairment charge, though the company retired over $19M in debt via a rights offering. Last year's say-on-pay received 98.9% approval, and no shareholder proposals were submitted.
Key Facts
- Annual meeting scheduled for November 23, 2026; record date September 28, 2026
- Six director nominees: Mark Jundt, Mary Herfurth, Chad Johnson, Matthew Kelly, Daniel Philp, and new nominee Peter McClung
- Say-on-pay vote; last year's approval was 98.9%
- Ratification of Boulay PLLP as auditor for FY ending June 30, 2027
- FY2026 revenue $48.1M (flat vs $48.4M prior year); net loss $11.2M vs $2.6M loss
- Adjusted EBITDA loss of $0.5M vs $2.0M positive prior year
- Total debt reduced 36% to $21.7M from $34.1M; $19M+ retired via rights offering
- Co-CEOs Jundt and Philp each received $100K salary, no bonus; CFO McShane $225K salary + $109,687 bonus; Bloomia CEO Jansen $300K salary + $164K bonus
- Related-party transactions: $7.1M in related-party notes converted to equity; $1M note from Kohler outstanding; Bridge Loan balance $2.67M after $7M gain on debt cancellation
- Stockholder Group (Air T, Inc. et al.) owns 33.0%; BCCM Advisors 10.3%; Morgan Stanley 5.8%
- GCN Committee held no meetings during FY2026
Financial Impact
No material financial impact from the proxy itself; FY2026 results show flat revenue, widened net loss to $11.2M, and debt reduction of $12.4M
Risk Factors
- Continued net losses and negative adjusted EBITDA may pressure liquidity despite debt reduction
- Concentrated ownership (Stockholder Group 33%, BCCM 10.3%) limits minority shareholder influence
- Related-party transactions with Air T and affiliates create potential conflicts of interest
- No GCN Committee meetings held during FY2026 raises governance questions
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001104659-26-114837 |
| Document: 0001104659-26-114837-index-headers.html | 0001104659-26-114837 |
| Document: 0001104659-26-114837-index.html | 0001104659-26-114837 |
| Document: 0001104659-26-114837.txt | 0001104659-26-114837 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 9, 2026 18d ago | DEFA14A | $2.73 | awaiting T+20 | — | $2.26 (−17.06%) |
Oct 9, 2026 18d ago | DEF 14A | $2.73 | awaiting T+20 | — | $2.26 (−17.06%) |
Sep 21, 2026 5w ago | 8-K | $3.51 $2.34 | ▲ +33.33% | ▲ +32.43% | $2.26 (+35.61%) |
May 13, 2026 23w ago | 8-K | $3.92 $3.61 | ▲ +7.91% | ▲ +7.30% | $2.26 (+42.35%) |
Apr 17, 2026 27w ago | 8-K | $3.88 $3.81 | ▲ +1.80% | ▲ +7.17% | $2.26 (+41.75%) |
Apr 3, 2026 29w ago | 8-K | $3.93 $3.94 | ▲ +0.25% | ▼ −8.73% | $2.26 (−42.49%) |
US Market Status
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