Not independent
Tenure on this board
0.9 yrs
8 nominees · 11 ballot items.
Approval of financial statements; allocation of profit and dividend; discharge of liability for Board and Executive Management; amendment to Articles reducing Board size and changing PCS nomination rights; election of directors and Chair; election of Human Resources and Compensation Committee; election of statutory auditor; election of independent proxy; advisory and binding compensation approvals including Say-on-Pay, frequency, Swiss compensation report, maximum Board and executive compensation; approval of Aebi Schmidt Equity Incentive Plan; approval of Swiss Statutory Non-Financial Matters Report.
Shareholders to approve the Company’s audited consolidated and statutory standalone financial statements for fiscal year 2025.
Two-part proposal to (2.1) approve allocation of profit available for distribution (carry forward retained earnings) and (2.2) approve distribution of a dividend up to USD $0.10 per share by allocating USD $10 million from capital contribution reserves to a dividend reserve and authorizing the Board to pay installments.
Proposal 2 consists of two related management proposals: 2.1 seeks shareholder approval to carry forward retained earnings as the appropriation of profit, and 2.2 seeks approval to create a Dividend Reserve by reallocating up to USD 10 million from capital contribution reserves to enable an annual dividend of up to USD 0.10 per share, to be paid in installments at the Board’s discretion until the 2027 AGM. Management frames 2.1 as a routine Swiss-law requirement and argues carrying forward earnings will support investments, share repurchases, acquisitions, and dividend payments. For 2.2, management proposes a legal mechanism (repayment of statutory reserves via allocation to a dividend reserve) to allow flexibility in timing and installment payments; the Board expects to pay the full $0.10 per share in four quarterly installments but retains discretion to defer payments if warranted. The statutory auditor confirmed compliance with Swiss law. The Board recommends a “FOR” vote, arguing the approach balances returning capital to shareholders with preserving flexibility for corporate needs and ensuring legal compliance in Switzerland.
Shareholders are asked to discharge the Board and executive management from liability for actions during fiscal year 2025, excluding undisclosed facts.
Amend Articles to change Board size from "at least nine and not more than eleven" to "at least five and not more than nine" and adjust PCS nomination rights accordingly.
Management seeks shareholder approval to amend the Articles to reduce the permitted Board size range and to update Article 16 to adjust the PCS Parties’ nomination rights consistent with a planned reduction in Board size and related amendments to the PCS Relationship Agreement. This is a governance structural proposal driven by post-acquisition board composition and the PCS Relationship Agreement; the Governance Committee recommended the change to provide flexibility while ensuring the Board will consist of at least eight members immediately after the Annual Meeting. The amendment secures continuity of PCS nomination rights adjusted according to ownership thresholds while lowering the formal maximum and minimum to provide future flexibility. The Board recommends approval to align governance documents with the intended Board refresh and anticipated PCS Relationship Agreement amendments.
Election of director nominees to the Board for one-year terms and election of Barend Fruithof as Chair.
Elect Andreas Rickenbacher, Patrick Schaub and Angela Freeman as members of the Compensation Committee until the 2027 AGM.
Elect PwC (Zurich) as the Company’s statutory auditor for the coming year.
Elect Anwaltskanzlei Keller AG as the independent proxy (proxy to exercise voting rights per shareholder instructions) until the 2027 AGM.
Multiple compensation-related votes including: 9.1 advisory Say-on-Pay for NEO compensation; 9.2 advisory frequency of future Say-on-Pay votes (management recommends annual); 9.3 advisory Swiss Statutory Compensation Report; 9.4 binding approval of maximum aggregate Board compensation until 2027 AGM ($2.3m); 9.5 binding approval of maximum aggregate Executive Management compensation for 2027 ($12.5m).
This multi-part management compensation package seeks shareholder approval across advisory and binding votes. Proposal 9.1 is a non-binding advisory approval of named executive officer compensation required under U.S. rules, where management seeks endorsement of its pay design as disclosed in the CD&A, tying pay to Group and individual performance; the Board recommends ‘FOR’ and will consider results. Proposal 9.2 asks shareholders to recommend how often to hold Say-on-Pay votes; management recommends annual votes to provide regular shareholder feedback. Proposal 9.3 is a Swiss-law advisory vote approving the Swiss Statutory Compensation Report; management recommends ‘FOR’ as a retrospective review of pay practices. Proposal 9.4 seeks binding shareholder approval of the maximum aggregate Board compensation of $2.3 million until the 2027 AGM to comply with Swiss law. Proposal 9.5 seeks binding shareholder approval of the maximum aggregate executive management compensation of $12.5 million for fiscal year 2027, also required under Swiss law. The Board justifies the amounts and structure as necessary to attract, retain and incentivize leadership through the Company’s strategic post-acquisition integration period.
Approve a new equity incentive plan reserving 3,500,000 shares for RSUs, PSUs and RS awards to align employee and shareholder interests and replace Shyft’s plan.
Management proposes shareholder approval of a comprehensive Equity Incentive Plan authorizing 3,500,000 shares to be used for RSUs, PSUs and RS, with mandatory RS conversion for non-executive directors, 1-3 year vesting schedules, performance metrics for PSUs, clawback and malus provisions, and detailed change-of-control and withholding rules. The Plan is positioned as a key tool to attract, retain and align executive and critical talent with shareholder interests in the wake of the Shyft acquisition and transition to combined company operations. It replaces Shyft’s stock plan and includes conservative features—minimum vesting, maximum grant values for non-executive directors, limits on transferability, and extensive governance mechanisms—intended to balance incentive effectiveness with shareholder protection. The Board recommends a “FOR” vote, arguing the Plan supports strategic objectives, mitigates dilution, establishes clear grant and vesting terms, and incorporates compliance with Section 409A and other jurisdictional rules.
Approve the Company’s Swiss Statutory Non-Financial Matters (Sustainability) Report for fiscal year 2025 covering ESG topics, GHG disclosures, human rights, supply chain due diligence, and other material non-financial matters.
Management asks shareholders to approve the Swiss Statutory Non-Financial Matters Report—a Swiss-law required report detailing environmental, social and governance actions and metrics for 2025 including scope 1-3 GHG disclosures, supply chain due diligence under the DDTrO, a newly adopted human rights policy, and sustainability initiatives post-acquisition. The Board frames this as both a compliance item and a strategic commitment to sustainability; the recommendation is ‘FOR’ and the report is published online for investor review.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PZENA INVESTMENT MANAGEMENT LLC | 5.3% | 4,110,850 | $40M |
| 2 | T. Rowe Price Investment Management, Inc. | 4.9% | 3,817,612 | $37M |
| 3 | Zuckerman Investment Group, LLC | 2.4% | 1,895,202 | $18M |
| 4 | Medina Value Partners, LLC | 2.1% | 1,602,638 | $16M |
| 5 | BlackRock, Inc. | 1.9% | 1,446,037 | $14M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 1.9% | 1,443,084 | $14M |
| 7 | ROYCE ASSOCIATES LP | 1.6% | 1,259,966 | $12M |
| 8 | Ancora Advisors LLCActivist | 1.3% | 985,500 | $10M |
| 9 | NewEdge Wealth, LLC | 1.2% | 919,470 | $9M |
| 10 | LOOMIS SAYLES CO L P | 1.1% | 822,732 | $8M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.