Not independent
Tenure on this board
3.6 yrs
2 nominees · 3 ballot items.
Stockholders will vote on the election of two Class III directors, advisory approval of named executive officer compensation, and the preferred frequency of future advisory compensation votes.
Elect Bruce Ogilvie and Jeffrey Walker to serve as Class III directors until the 2029 Annual Meeting or until their successors are duly elected and qualified.
Approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement, including the Executive Compensation section and related tables.
Proposal No. 2 asks stockholders to approve, on a non-binding advisory basis, the overall compensation of Alliance Entertainment Holding Corporation’s named executive officers. The vote covers the compensation philosophy, policies, practices, Summary Compensation Table, and related executive compensation disclosures rather than any single pay element. Management says the programs are intended to attract, motivate, and retain executives who are critical to the Company’s success. It also states that executives are rewarded for achieving long-term and strategic goals and increasing stockholder value. The Compensation Committee periodically reviews the programs to align executive incentives with stockholder interests. The fiscal 2026 named executive officers were Bruce Ogilvie, Jeffrey Walker, and Amanda Gnecco. The filing notes substantial salary and bonus compensation, including retroactive salary and bonus amounts for the Executive Chairman and Chief Executive Officer, as well as limited equity compensation for the Chief Financial Officer. The proposal is advisory and therefore does not bind the Company, the Compensation Committee, or the Board, although management says it will consider stockholder concerns and voting results. Approval requires a majority of the voting power present and entitled to vote, with abstentions treated as votes against and broker non-votes having no effect. The Board unanimously recommends voting FOR because it believes the disclosed program aligns executive and stockholder interests and supports short- and long-term objectives.
Choose, on a non-binding advisory basis, whether future say-on-pay votes should occur every year, every two years, or every three years, or abstain.
Proposal No. 3 asks stockholders to select the desired frequency for future advisory votes on named executive officer compensation. The available choices are every year, every two years, every three years, or abstention. The proposal is required by Section 14A of the Exchange Act and is advisory rather than binding. The Board recommends a three-year interval for future say-on-pay votes. Management explains that the Company reviews the core elements of its executive compensation programs and practices in relation to three-year strategic goals. A three-year cycle is therefore presented as more consistent with the time horizon over which the Company evaluates compensation alignment and strategic performance. The filing states that the frequency receiving the greatest number of votes cast will be considered the stockholders’ recommended frequency. Broker non-votes and abstentions will have no effect on the outcome. The Board and Compensation Committee will nevertheless carefully review and consider the voting results despite their non-binding nature. The filing indicates that the next say-on-frequency vote is expected at the 2032 Annual Meeting, while the next say-on-pay vote is expected at the 2029 Annual Meeting. The Board unanimously recommends voting for future advisory compensation votes to occur every three years.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | North Star Investment Management Corp. | 0.22% | 244,000 | $1M |
| 2 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.15% | 168,313 | $983K |
| 3 | Empowered Funds, LLC | 0.13% | 146,113 | $853K |
| 4 | O'SHAUGHNESSY ASSET MANAGEMENT, LLC | 0.09% | 105,236 | $615K |
| 5 | Summit Financial, LLC | 0.08% | 85,253 | $498K |
| 6 | RITHOLTZ WEALTH MANAGEMENT | 0.06% | 65,516 | $383K |
| 7 | Apollon Wealth Management, LLC | 0.03% | 36,980 | $216K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.03% | 29,102 | $170K |
| 9 | CITADEL ADVISORS LLC | 0.02% | 17,276 | $101K |
| 10 | UBS Group AG | 0.00% | 591 | $3K |
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.