Independent
Tenure on this board
4.0 yrs
7 nominees · 3 ballot items.
Election of seven directors; Ratification of independent registered public accounting firm (RSM US LLP) for fiscal 2027; Advisory vote to approve named executive officers’ compensation; and transaction of other business if presented.
Elect seven nominees (Laura A. Dambier, Terence R. Donnelly, Arthur H. House, Margaret D. Klein, Barbara G. Littlefield, Daniel P. McGahn and David R. Oliver, Jr.) to serve as directors for a term expiring at the 2027 annual meeting.
Ratify the Audit Committee’s appointment of RSM US LLP as AMSC’s independent registered public accounting firm for the fiscal year ending March 31, 2027.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement ("say-on-pay").
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to confirm stockholder support for its compensation policies and practices, which emphasize pay-for-performance through a mix of base salary, performance-based annual cash bonuses tied to non-GAAP net income, revenues and operating expenses, and long-term equity incentives including time-based and performance-based restricted stock awards. Context includes strong fiscal 2025 financial results (revenue $299.2M, net income $133.8M), significant equity awards and executive bonus payouts tied to exceeding targets, and prior strong say-on-pay support (over 91% in 2025). The board recommends a vote FOR, arguing the program aligns management incentives with long-term stockholder value, retains key executives, and does not encourage excessive risk-taking due to multiple performance measures and caps. The vote is advisory and non-binding, but the board will consider results in future compensation decisions. The management case references details in the Compensation Discussion and Analysis regarding metrics, peer benchmarking, and compensation governance. The company selected an annual frequency for say-on-pay votes based on prior stockholder input. The recommendation is FOR with rationale grounded in recent company performance, alignment of incentives, and governance practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 2,039,468 | $69M |
| 2 | BlackRock, Inc. | 3.9% | 1,875,154 | $63M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.6% | 1,711,677 | $58M |
| 4 | BlackRock, Inc. | 3.1% | 1,463,777 | $50M |
| 5 | STATE STREET CORP | 2.6% | 1,261,071 | $43M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 1,003,595 | $34M |
| 7 | OBERWEIS ASSET MANAGEMENT INC/ | 1.8% | 849,900 | $29M |
| 8 | AWM Investment Company, Inc.Activist | 1.7% | 801,604 | $27M |
| 9 | FIRST TRUST ADVISORS LP | 1.6% | 778,268 | $26M |
| 10 | EMERALD ADVISERS, LLC | 1.6% | 757,404 | $26M |
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