Not independent
Tenure on this board
26.8 yrs
8 nominees · 4 ballot items.
Election of eight directors; approval of Third Amended and Restated 2017 Incentive Award Plan to add 1.5M shares and amend terms including extended term and per-person award limits; ratification of Ernst & Young LLP as independent auditors for fiscal 2026; advisory (non-binding) vote to approve named executive officer compensation.
Election of eight directors to hold office until the next annual meeting or until their successors are elected or appointed.
Amend and restate the 2017 Incentive Award Plan to increase shares by 1.5 million, extend award grant date to March 19, 2036, and raise annual per-person award limit to 1,000,000 shares.
The proposal requests stockholder approval of the Third Amended and Restated 2017 Incentive Award Plan which would increase the share reserve by 1.5 million shares, extend the plan term to March 19, 2036, and raise the annual individual award cap to 1,000,000 shares and $10,000,000 cash. Management seeks approval to ensure continued ability to grant equity for retention, attraction and compensation alignment purposes and to enable a special 2026 CEO Performance Award of 1,000,000 shares. The filing explains the current reserve was nearly depleted (884,241 shares remaining as of Feb 28, 2026) and without approval the company would lack authorized shares for 2026 long-term awards, especially the CEO Performance Award. The plan contains protections including no liberal share recycling, minimum vesting requirements (three-year schedule except for up to 5% exceptions), prohibition on repricing without shareholder approval, no discounted options, no evergreen provision, strict change of control definition, limits on awards per person and for non-employee directors, dividend equivalents payable only upon vesting, and requirement of shareholder approval for material amendments. The board and Compensation Committee justify the award size and structure—particularly the 2026 CEO Performance Award—by reference to retention needs, peer benchmarking by an independent consultant, stockholder outreach that supported CEO retention and a special performance award, and design choices that emphasize stock-price targets requiring rigorous CAGR levels (approx. 26% to 35% depending on tranche). The Board recommends FOR because it believes the increase is necessary to continue granting equity awards, retain key executives including the CEO, align incentives with stockholder value, and enable the 2026 CEO Performance Award structured to be challenging and deliver value only if substantial stock-price growth occurs.
Ratify the Audit Committee's appointment of Ernst & Young LLP as the company's independent auditors for fiscal year 2026.
Non-binding, advisory vote (say-on-pay) to approve the compensation of the company's named executive officers as disclosed in the proxy.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the named executive officers as disclosed in the proxy (CD&A, tables, narrative). Management supports the pay program citing alignment of compensation with shareholder interests through equity-heavy, multi-year vesting awards, performance-based cash incentives for CEO and sales commissions for select officers, and recent changes to CEO compensation to add base salary and adjust performance metrics to EBITDA CAGR. The board will consider the advisory vote outcome in future compensation decisions. The Board recommends FOR because it believes executive pay is aligned with stockholder value, is largely at-risk and equity-based, and was informed by stockholder outreach and independent consultant analysis.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.17% | 5,094,614 | $96M |
| 2 | Turtle Creek Asset Management Inc. | 8.68% | 4,348,897 | $82M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.49% | 2,748,759 | $52M |
| 4 | EdgePoint Investment Group Inc. | 4.56% | 2,283,378 | $43M |
| 5 | STATE STREET CORP | 4.54% | 2,273,265 | $43M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.23% | 2,120,531 | $40M |
| 7 | Park West Asset Management LLC | 3.86% | 1,935,201 | $36M |
| 8 | Newtyn Management, LLC | 3.20% | 1,600,000 | $30M |
| 9 | BlackRock, Inc. | 2.78% | 1,393,325 | $26M |
| 10 | MORGAN STANLEY | 2.59% | 1,298,720 | $24M |
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