Not independent
Tenure on this board
37.4 yrs
9 nominees · 5 ballot items.
Elect three Class II directors; ratify Grant Thornton LLP as independent auditor; approve, on an advisory basis, executive compensation (say-on-pay); approve, on an advisory basis, frequency of future say-on-pay votes (1, 2, or 3 years); amend Articles of Incorporation to increase maximum board size from nine to eleven.
Elect three Class II directors (Caron A. Lawhorn, Stephen O. LeClair, and David R. Stewart) for terms ending in 2029.
Ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Non-binding advisory vote to indicate whether the advisory vote on executive compensation should occur every one, two, or three years; Board recommends every one year.
Amend the Company’s Articles of Incorporation to increase the maximum size of the board from nine directors to eleven directors.
The Board is asking stockholders to approve an amendment to the Articles of Incorporation to increase the maximum number of directors from nine to eleven. Management contends that the amendment will provide flexibility to add directors with skills and experience to support the Company's growth and ensure an appropriate number of independent directors. Approval requires a majority of outstanding shares. The Board unanimously recommends the proposal, citing the value of additional governance flexibility for board composition and future needs. The amendment is procedural and does not itself nominate additional directors but enables the Board to expand the size when it deems appropriate. The change would be effective upon filing the Certificate of Amendment with the Nevada Secretary of State. The proposal is not related to compensation, auditor selection, or a contested election and reflects routine corporate governance housekeeping to allow easier future board refreshment and independent director additions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 6.09% | 4,990,901 | $413M |
| 2 | BlackRock, Inc. | 4.94% | 4,045,775 | $335M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.78% | 3,099,121 | $256M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.55% | 2,908,091 | $241M |
| 5 | WASATCH ADVISORS LP | 2.77% | 2,268,118 | $188M |
| 6 | STATE STREET CORP | 2.52% | 2,062,614 | $171M |
| 7 | FIRST TRUST ADVISORS LP | 2.46% | 2,013,215 | $167M |
| 8 | BlackRock, Inc. | 2.44% | 1,997,866 | $165M |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 2.33% | 1,912,072 | $158M |
| 10 | BLAIR WILLIAM CO/IL | 1.98% | 1,622,203 | $134M |
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