
Core Viewpoint - Robert G. Brown, a founder of SPAR Group, Inc., announces his voting plans for the upcoming annual meeting of shareholders on June 12, 2025, expressing concerns over the company's management decisions and governance issues [1][4]. Financial Performance - The company's common stock price decreased from $2.97 on June 3, 2024, to $1.02 on May 29, 2025 [6]. - Revenue dropped by 25.1% from $262.747 million in 2023 to $196.814 million in 2024 [6]. - The company reported a net loss of $4.412 million in 2024, down from a profit of $5.742 million in 2023 [12]. Governance Issues - The company failed to hold an annual shareholder meeting in 2024 and did not file an annual report on Form 10-K in a timely manner for the fiscal year of 2024, risking delisting from NASDAQ [6][11]. - The Board approved nearly $1 million in cash compensation for its members for the fiscal year 2025 [6]. - The bylaws were amended in 2022, making them less favorable to shareholders and not compliant with best practices recommended by Glass-Lewis and ISS [6][13]. Board Composition and Elections - Mr. Brown plans to vote against the election of certain board members, including the Chairperson of the Compensation Committee and the Chairman of the Audit Committee, while supporting the election of two new candidates [11][12]. - The current Board has restricted the inclusion of alternative candidates for election, limiting shareholder choice [6][11]. Proposals for Improvement - Mr. Brown advocates for a share buyback of 6 million shares and a quarterly dividend of $0.02 per share [11]. - He calls for a review of the Board's compensation structure to align it more closely with shareholder value [11]. - A review of the amended bylaws is also proposed to ensure they serve the best interests of shareholders [11].