Not independent
Tenure on this board
5.1 yrs
6 nominees · 3 ballot items.
Election of six directors; advisory (non-binding) approval of named executive officer compensation (“say-on-pay”); and ratification of Grant Thornton LLP as the company’s independent registered public accounting firm for 2026.
Election of six directors named in the proxy statement, each to serve until the 2027 annual meeting and until their successors are elected and qualified.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis and related disclosure.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the Compensation Discussion and Analysis, compensation tables, and related narrative. Management is seeking shareholder approval to confirm that its overall compensation philosophy—centered on long-term equity incentives (the 10-year RSU program), base salary, and occasional cash bonuses—aligns executive interests with long-term shareholder value and supports retention. Company-specific context includes a substantial CEO appointment RSU grant (140,000 RSUs with a grant-date fair value of $61,633,600) designed as a 10-year incentive, supplemental one-time signing and retention bonuses for certain executives, and a compensation program the Board describes as intended to foster long-term ownership. The vote is advisory and non-binding, but the Compensation Committee has committed to consider the outcome when setting future compensation. The Board explicitly recommends a vote FOR, arguing the program appropriately rewards performance and aligns interests; management also notes prior shareholder endorsement (97.6% approval at the 2025 say-on-pay vote). Potential investor concerns include the unusually large appointment equity grant and the disclosed CEO-to-median-employee pay ratio (641:1 for 2025), which may prompt scrutiny of pay levels and long-term incentive design. The proposal’s mechanics require a majority of votes cast for approval, and broker non-votes will not count toward the result for this advisory item. In evaluating the proposal, an analyst should weigh the Company’s rationale for long-duration RSUs as a retention and alignment tool against governance norms and shareholder expectations about pay quantum, vesting design, and responsiveness to prior voting outcomes; management’s stated willingness to consider vote results provides a conduit for shareholder influence despite the vote’s non-binding nature.
Ratify the Audit Committee’s and Board’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Prescott General Partners LLC | 13.74% | 1,436,951 | $608M |
| 2 | Boston Partners | 4.52% | 472,592 | $200M |
| 3 | GOBI CAPITAL LLC | 3.42% | 358,067 | $152M |
| 4 | BECK MACK OLIVER LLC | 2.95% | 308,984 | $131M |
| 5 | Universal- Beteiligungs- und Servicegesellschaft mbH | 2.21% | 231,331 | $98M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.04% | 213,031 | $90M |
| 7 | Smead Capital Management, Inc. | 2.01% | 210,470 | $89M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 1.92% | 201,141 | $85M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.65% | 172,387 | $73M |
| 10 | Ruane, Cunniff Goldfarb L.P. | 1.40% | 146,203 | $62M |
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