Not independent
Tenure on this board
43.4 yrs
3 nominees · 3 ballot items.
Elect three Class III directors; advisory vote to approve named executive officer compensation (say-on-pay); ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026; transact any other business properly before the meeting.
Elect three Class III director nominees (Stephen J. Barnard, Laura Flanagan, Linda B. Segre) to serve three-year terms expiring at 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.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, which includes detailed rationale, pay mix, performance metrics and outcomes. Management seeks shareholder approval to validate its compensation philosophy — a pay-for-performance approach combining base salary, an annual cash incentive tied primarily to Adjusted EBITDA, and long-term equity incentives split between PSUs (50%) and RSUs (50%) tied to Cumulative Adjusted Net Income Per Share over three-year periods. The Compensation Committee emphasizes that significant portions of pay are at-risk and tied to multi-year objectives to align management with stockholder value, and notes governance features such as clawback policy, stock ownership guidelines, and independent compensation consultant engagement. Context includes past say-on-pay support of 79.14% in 2025, down from higher prior-year levels, prompting targeted stockholder outreach; the board recommends a vote FOR citing alignment with performance and governance safeguards.
Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending October 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 3.60% | 2,552,248 | $30M |
| 2 | VANGUARD GROUP INC | 3.60% | 2,547,331 | $30M |
| 3 | BlackRock, Inc. | 2.39% | 1,693,965 | $20M |
| 4 | BlackRock, Inc. | 1.88% | 1,332,087 | $15M |
| 5 | AMERICAN CENTURY COMPANIES INC | 1.55% | 1,097,953 | $13M |
| 6 | STATE STREET CORP | 1.48% | 1,050,899 | $12M |
| 7 | Platform Wealth Management, LLC | 1.48% | 1,045,703 | $12M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.29% | 911,996 | $11M |
| 9 | Integrated Advisors Network LLC | 1.15% | 816,040 | $9M |
| 10 | Walnut Level Capital LLC | 1.12% | 790,381 | $9M |
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