Independent
Tenure on this board
4.5 yrs
7 nominees · 4 ballot items.
Four management proposals: (1) election of seven directors; (2) ratification of Deloitte & Touche LLP as independent auditors for 2026; (3) advisory vote on the frequency of future Say-on-Pay votes (1, 2, or 3 years) with the board recommending annual frequency; and (4) advisory Say-on-Pay vote to approve named executive officer compensation as disclosed.
Election of seven nominees to the Board of Directors to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote choosing whether the Company should hold a Say-on-Pay advisory vote every one, two, or three years; Board recommends every year.
This proposal asks shareholders, on a non-binding basis, to select the frequency (one, two, or three years) for future advisory Say-on-Pay votes; management is asking shareholders to select annual frequency. Management frames annual votes as providing the most continuous feedback to the Board and management on executive compensation policies and practices, enabling more timely shareholder input and responsiveness. The advisory nature means the vote does not legally bind the Board, but the Compensation Committee will consider the outcome when setting future compensation. The Company notes its historical preference and past stockholder choice for annual votes (most recently in 2020) and uses this proposal to reaffirm that practice in light of engagement with investors. From a governance perspective, annual Say-on-Pay votes tend to favor more frequent accountability but can increase administrative burden and the frequency of public scrutiny; some investors prefer multi-year votes to reduce voting fatigue. The Board’s recommendation reflects a view that ongoing, frequent feedback better aligns compensation program adjustments with shareholder expectations and allows the Company to act more quickly on concerns. For sophisticated analysts, the key considerations are the company’s prior shareholder support for compensation policies, the recent changes to the executive compensation program (KPI-driven STI, caps, clawback, stock ownership guidelines), and whether annual votes materially alter the Company’s compensation setting beyond advisory guidance. The proposal’s practical impact is informational — a strong shareholder signal for or against annual frequency will shape the Board’s engagement cadence and may influence how frequently substantive pay changes are revisited.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy (CD&A, compensation tables and narrative).
This Say-on-Pay proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy, including the Compensation Discussion and Analysis and compensation tables. Management seeks approval to validate its pay-for-performance framework: a KPI-driven short-term incentive program emphasizing adjusted EBITDA, net sales and net trade working capital, use of benchmarking via an independent consultant, effective caps on bonuses, clawback policy, and stock ownership guidelines intended to align management and shareholder interests. The proxy discloses that no equity awards were granted to NEOs in 2025 due to unfavorable market conditions and dilutive concerns, that STI payouts in 2025 were materially below target, and that some retention payments were made to key executives — factors that contextualize lower realized pay despite target structures. The Board’s recommendation emphasizes that the program is designed to reward performance, retain talent during restructuring, and minimize excess risk-taking; the Compensation Committee will consider the vote outcome but is not bound by it. For investors analyzing the proposal, relevant issues include the non-binding nature of the vote, the historical high shareholder approval rates (~87–93%), the company’s recent financial underperformance and resulting lower payouts, and potential concerns about retention payments or the decision not to grant equity in 2025. The vote’s outcome provides a governance signal that the Compensation Committee will use to adjust future compensation design and disclosure; a weak vote would likely trigger deeper shareholder engagement and could precipitate program changes. Overall, the Board presents the proposal as confirming alignment between pay and performance while retaining flexibility to make compensation decisions in the Company’s business and market context.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.99% | 1,140,744 | $3M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 3.51% | 1,004,453 | $3M |
| 3 | BlackRock, Inc. | 3.20% | 916,426 | $2M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 3.01% | 862,078 | $2M |
| 5 | TWO SIGMA INVESTMENTS, LP | 2.61% | 746,189 | $2M |
| 6 | BlackRock, Inc. | 2.59% | 741,356 | $2M |
| 7 | EVR Research LP | 2.52% | 720,000 | $2M |
| 8 | STATE STREET CORP | 2.24% | 639,790 | $2M |
| 9 | Potomac Capital Management, Inc. | 2.17% | 622,050 | $2M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 2.11% | 603,921 | $2M |
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