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Paragon Technologies, Inc. reports developments as a diversified holding company with subsidiaries engaged in material handling automation, distribution, real estate and investments. Company news centers on annual and interim operating results, distribution performance, SI Systems operating updates, investment portfolio gains or losses, and shareholder communications such as annual letters and proxy materials.
Paragon updates also cover governance matters, annual-meeting results, board composition, expense realignment and the resolution of legacy litigation liabilities tied to prior governance disputes. The coverage reflects an OTC-traded holding company whose public communications combine operating-company performance with investment and corporate-control disclosures.
Paragon Technologies (OTC PINK:PGNT) announced receiving a litigation threat from former executive Hesham "Sham" Gad against the company and its directors. In response, the board approved a 3-year tail D&O insurance policy providing $4 million in coverage at an annual net cost under $200,000.
The board, excluding Gad, justified this decision citing Gad's history of depleting company resources through litigation, which has already cost millions. They highlighted concerns about Gad's past actions, including alleged breaches of duty, unauthorized work status, and fund misappropriation. The announcement comes amid an ongoing proxy fight, with the voting deadline set for June 29, 2025.
Hesham "Sham" Gad, the largest stockholder of Paragon Technologies (OTC PINK:PGNT) with a 28.2% ownership stake, has issued a statement thanking shareholders for their support ahead of the 2025 Annual Meeting. Gad is leading a proxy contest with his slate of director nominees against the incumbent board.
While acknowledging recent proxy advisory firm recommendations, Gad criticizes their assessment for not fully considering key issues like wasteful spending and Q1 losses. He expresses concern over the incumbent board's decision to include two of his nominees on their slate despite their objections, and condemns what he describes as a "calculated smear campaign" by current board leadership.
Paragon Technologies (OTC:PGNT) has mailed its definitive proxy statement for the upcoming annual meeting on June 30, 2025. The company's Nominating Committee is urging shareholders to vote "FOR" their proposed slate of directors on the WHITE proxy card, opposing former CEO Hesham Gad's proxy contest. The committee's proposed board includes five members: three independent directors (David Lontini, Howard Brownstein, and Tim Eriksen) added in December 2024, and two of Gad's nominees (Ronell Rivera and Elodie Leoni), representing 40% of the board.
The committee strongly criticizes Gad's leadership, citing alleged illegal residency, misclassification as a contractor, wasteful activism campaigns, and value-destroying litigation. They argue that despite owning only 28% of shares, Gad seeks 100% board control through his competing slate.