Independent
Tenure on this board
6.0 yrs
Also a director at
Smith & Wesson Brands Inc (SWBI)
7 nominees · 4 ballot items.
Election of seven directors; Ratification of Grant Thornton LLP as independent auditors; Non-binding advisory approval of executive compensation (say-on-pay); Non-binding advisory vote on frequency of future say-on-pay votes (say-on-frequency).
Elect Barry M. Monheit, Bradley T. Favreau, Mary E. Gallagher, Gregory J. Gluchowski, Jr., Kevin D. Leary, Luis G. Marconi, and Brian D. Murphy to serve until the 2027 Annual Meeting.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accountant for fiscal year ending April 30, 2027.
Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for fiscal year 2026, as disclosed in the proxy statement.
Indicate whether future say-on-pay votes should be held every one, two or three years (or abstain).
The Board recommends an annual (one-year) frequency for non-binding advisory votes on executive compensation because it believes annual votes provide timely feedback tied to yearly compensation decisions, improve Board understanding of vote outcomes, and are consistent with governance best practices. The recommendation argues that many compensation decisions occur annually (salary adjustments, annual cash incentives, and long-term award grants) so a one-year advisory vote aligns shareholder input with those cycles. The Board notes the vote is advisory and non-binding but will consider results when making future compensation decisions. It also states that if no option receives a majority, the option with the most votes will be considered selected. The proposal seeks an expression of shareholder preference among one, two, or three-year cycles and the Board’s rationale is framed around responsiveness, alignment, and engagement. The Board’s recommended option is 'one year'.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRANDES INVESTMENT PARTNERS, LP | 19.42% | 2,428,930 | $23M |
| 2 | ROYCE ASSOCIATES LP | 7.32% | 916,030 | $9M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.01% | 751,696 | $7M |
| 4 | Engine Capital Management, LPActivist | 5.25% | 656,329 | $6M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.72% | 590,623 | $6M |
| 6 | BlackRock, Inc. | 3.13% | 391,607 | $4M |
| 7 | BlackRock, Inc. | 2.66% | 333,038 | $3M |
| 8 | GAMCO INVESTORS, INC. ET AL | 2.52% | 314,813 | $3M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.97% | 246,919 | $2M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 1.63% | 204,168 | $2M |
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