Independent
Tenure on this board
9.5 yrs
8 nominees · 3 ballot items.
Election of eight directors; ratification of KPMG as independent auditor; non-binding advisory approval of executive compensation.
Elect eight nominees (Edie A. Ames; Alexander L. Cappello; Khanh Collins; Adam S. Gordon; Jerome I. Kransdorf; Janice L. Meyer; David Overton; and David B. Pittaway) to serve as directors until the 2027 annual meeting.
Ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
The proposal asks stockholders to ratify the Audit Committee’s selection of KPMG LLP as independent auditor for fiscal 2026. Management seeks this non-binding ratification to follow governance best practices and to obtain a shareholder endorsement of the Audit Committee’s judgment regarding auditor independence, experience, and continuity; KPMG has been the auditor since 2018, and the Audit Committee retains discretion to replace the firm if stockholders disapprove. The proxy discloses audit and non-audit fees and describes pre-approval policies and the Audit Committee’s oversight role, which supports management’s recommendation. The Board recommends a FOR vote, emphasizing continuity, familiarity with the Company, and Audit Committee oversight of auditor independence and fees. As a routine matter under Nasdaq/SEC rules, broker non-votes generally will not occur for this proposal.
Advisory approval of the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of the named executive officers’ compensation (“say-on-pay”). Management explains that its compensation program emphasizes performance-based short- and long-term incentives tied to adjusted EBITDAR, strategic goals, and multi-year equity performance conditions; the Compensation Committee uses independent consultants, peer benchmarking, stock ownership guidelines, and a clawback policy to align pay with shareholder interests. The board seeks shareholder affirmation of these policies to validate its approach to executive pay. The proxy provides detailed disclosure of pay practices, annual bonus outcomes, long-term equity grants, employment agreements, severance/change-in-control arrangements, pension/retirement benefits (notably a Founder’s Retirement Benefit), and pay-versus-performance metrics. The Board recommends a FOR vote, and notes the advisory nature of the vote and that it will consider the outcome in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.7% | 4,805,315 | $263M |
| 2 | FMR LLC | 8.6% | 4,261,610 | $233M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 2,773,464 | $152M |
| 4 | EARNEST PARTNERS LLC | 4.2% | 2,088,618 | $114M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 2,021,710 | $111M |
| 6 | STATE STREET CORP | 3.6% | 1,800,480 | $99M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.6% | 1,773,699 | $97M |
| 8 | Invesco Ltd. | 3.3% | 1,636,169 | $90M |
| 9 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 3.1% | 1,525,962 | $84M |
| 10 | WESTWOOD HOLDINGS GROUP INC | 2.6% | 1,305,861 | $71M |
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