Independent
Tenure on this board
5.6 yrs
8 nominees · 3 ballot items.
Elect eight directors; approve, on an advisory non-binding basis, the compensation of the Named Executive Officers (“say on pay”); and ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Elect eight members of the Board of Directors to serve until the next Annual Meeting and until their successors are elected and qualified.
Advisory, non-binding vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (a “say on pay” vote).
This management proposal requests an advisory, non-binding affirmation of the Company’s executive compensation program as disclosed in the proxy statement, including the Compensation Discussion and Analysis and the Summary Compensation Table. Management and the Compensation Committee state they designed the program to attract, retain and motivate executives while aligning pay with long‑term shareholder value through a mix of base salary, performance-based annual cash incentives tied to weekly sales average and adjusted EBITDA, and long‑term equity awards (PSUs tied to relative TSR, RSUs and options). The proposal is routine but important as a governance signal: although non‑binding, a significant negative vote would prompt the Compensation Committee to consider changes and engage with shareholders. Context includes the Company’s 2025 performance (record revenue, comparable sales growth, improved margins, and increased adjusted EBITDA) and the Compensation Committee’s 2025 decisions to increase target bonus percentages for certain officers and emphasize PSUs (60% weighting) to reinforce long-term alignment. The Board recommends a FOR vote, arguing the program’s structure rewards sustained performance, mitigates excessive risk via caps and clawbacks, and aligns executives with shareholders through ownership guidelines and vesting practices. The Company discloses that the Compensation Committee considered peer data and retained an independent compensation consultant in determining pay levels and structures. While advisory, the vote serves as a feedback mechanism: management emphasizes that prior say‑on‑pay support (98% in 2025) validated its approach, but it will reassess if shareholder concerns are significant. Key governance features—clawback policy, prohibition on hedging/pledging, and stock ownership requirements—are highlighted by management to justify the recommendation and to address investor concerns about alignment and risk. Overall, the proposal asks shareholders to endorse the disclosed compensation philosophy, implementation, and outcomes for Named Executive Officers for fiscal 2025, while the Board frames a FOR vote as supportive of continued alignment between pay and long-term performance.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.50% | 2,206,437 | $77M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.20% | 1,932,753 | $68M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.07% | 1,066,064 | $37M |
| 4 | Woodline Partners LP | 4.68% | 983,280 | $35M |
| 5 | AMERICAN CENTURY COMPANIES INC | 4.49% | 942,846 | $33M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.22% | 887,728 | $31M |
| 7 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 4.07% | 855,100 | $30M |
| 8 | Neuberger Berman Group LLC | 3.86% | 812,074 | $29M |
| 9 | STATE STREET CORP | 3.67% | 771,224 | $27M |
| 10 | BlackRock, Inc. | 2.93% | 614,816 | $22M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.