Independent
Tenure on this board
3.3 yrs
3 nominees · 3 ballot items.
Three proposals: (1) Elect three directors (Alexis DePree, Rick Doody, Andrea Hyde) to three-year terms; (2) Advisory (non-binding) vote to approve named executive officer compensation (“say-on-pay”); (3) Approve selection of PricewaterhouseCoopers LLP as independent accountants for fiscal 2026.
Elect three Directors — Alexis DePree, Rick Doody, and Andrea Hyde — each to serve a three-year term until the 2029 annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Executive Compensation section and related tables.
This advisory proposal asks holders to approve, on a non-binding basis, the Company’s executive compensation disclosures and program as presented in the proxy. Management seeks this vote to confirm stockholder support for its compensation philosophy, which it describes as pay-for-performance and aimed at attracting, retaining, and motivating management while aligning their interests with long-term shareholder value through a mix of base salary, annual cash incentives tied to Adjusted EBITDA and Written Sales, and multi-year equity awards (RSUs and PSUs weighted to Written Sales, adjusted EBITDA, and relative TSR). The Compensation Committee relies on an independent consultant (Aon) and a retail peer group when setting pay, and it highlights the program’s significant at‑risk components and multi-year performance metrics. The Board notes prior strong support (approximately 99% approval in 2025) and states it will consider any significant negative vote and respond accordingly, while the vote remains advisory and non-binding. Practical voting mechanics are material here: the proposal is non-routine so brokers cannot vote uninstructed on it, and abstentions count the same as a vote against, which can affect outcomes if retail participation is low. Company-specific features that may influence stockholder assessment include sizeable equity grants and special grants in 2025 (for example, a 400,000 RSU grant to the new CFO), perquisites disclosed for the CEO (including a substantial merchandise discount and personal aircraft use), and the disclosed CEO pay-to-median employee ratio (~83x for 2025), which could draw scrutiny on pay equity. The Compensation Committee emphasizes metrics and retention-focused structures (vesting schedules, PSUs with performance hurdles, and clawback policy) as governance controls; however, investors will weigh whether target setting and realized payouts appropriately reflect company performance and shareholder returns. Overall, the proposal is a routine corporate governance practice to solicit shareholder feedback on pay, and the Board recommends a FOR vote while retaining discretion to adjust policies in response to shareholder concerns.
Non-binding approval/ratification of the Audit Committee’s anticipated selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.77% | 2,505,246 | $17M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.60% | 2,262,104 | $15M |
| 3 | BlackRock, Inc. | 1.47% | 2,083,337 | $14M |
| 4 | Long Focus Capital Management, LLC | 1.39% | 1,969,310 | $13M |
| 5 | CenterBook Partners LP | 1.38% | 1,950,222 | $13M |
| 6 | VOYA INVESTMENT MANAGEMENT LLC | 1.31% | 1,855,564 | $13M |
| 7 | EMERALD ADVISERS, LLC | 1.30% | 1,836,724 | $12M |
| 8 | D. E. Shaw Co., Inc.Activist | 1.25% | 1,776,073 | $12M |
| 9 | BlackRock, Inc. | 1.11% | 1,574,347 | $11M |
| 10 | AMERICAN CENTURY COMPANIES INC | 0.93% | 1,310,708 | $9M |
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