Independent
Tenure on this board
4.3 yrs
Also a director at
Flexsteel Industries Inc (FLXS)
3 nominees · 4 ballot items.
Elect three Class I directors; Ratify Ernst & Young LLP as independent auditors; Approve amendments to effect a reverse stock split of Class A common stock at ratios between 1-for-10 and 1-for-50; Approve adjournment of the Annual Meeting to solicit additional proxies if needed.
Elect Kathryn Dickson, Chris Mondzelewski, and Lawrence “Chip” Molloy as Class I directors for three-year terms.
Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026.
Approve amendments to effect a reverse stock split of Class A common stock at a ratio between 1-for-10 and 1-for-50, to be determined by the Board in its discretion, subject to abandonment authority.
The proposal asks shareholders to approve amendments enabling the Board to implement, at its discretion, a reverse stock split of Class A common stock at a whole-number ratio between 1-for-10 and 1-for-50. Management seeks approval primarily to regain compliance with the NYSE minimum $1.00 average closing price listing standard after the Company received a notice of non-compliance and to provide flexibility to select an optimal ratio without convening another shareholder vote. The proxy explains the Board’s rationale: increasing per-share price may restore NYSE listing compliance, expand eligibility for institutional investors and broker interest, reduce price volatility, and aid employee retention tied to equity compensation. The Board cautions that a reverse split may not cure non-compliance with other listing criteria or lead to sustained price improvements, may increase authorized but unissued shares (potentially dilutive), could create odd-lot holders and trigger fractional-share cash-outs, and may be perceived negatively by some investors. The Board will only effect the split if it determines doing so is in stockholders’ best interests and retains authority to abandon the amendments even if approved. The Board recommends a FOR vote.
Approve the Board's authority to adjourn the Annual Meeting to solicit additional proxies if there are insufficient votes to approve Proposal No. 3.
This management proposal would permit the Board to adjourn the Annual Meeting to solicit additional proxies if Proposal No. 3 lacks sufficient votes. Management argues this flexibility is in stockholders’ best interest so the Company can seek approval for the reverse stock split necessary to regain NYSE compliance. The Board recommends a FOR vote to preserve its ability to adjourn and continue solicitation efforts to secure approval for the Reverse Stock Split.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Engaged Capital LLCActivist | 5.6% | 13,935,560 | $11M |
| 2 | Alyeska Investment Group, L.P. | 3.9% | 9,615,431 | $7M |
| 3 | Cresset Asset Management, LLC | 2.1% | 5,131,172 | $4M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.2% | 2,988,972 | $2M |
| 5 | BlackRock, Inc. | 1.2% | 2,952,622 | $2M |
| 6 | Nantahala Capital Management, LLC | 1.1% | 2,630,517 | $2M |
| 7 | BlackRock, Inc. | 0.9% | 2,295,342 | $2M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.8% | 1,966,522 | $2M |
| 9 | FMR LLC | 0.5% | 1,294,927 | $1M |
| 10 | STATE STREET CORP | 0.5% | 1,181,738 | $917K |
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