Not independent
Tenure on this board
8.6 yrs
7 nominees · 4 ballot items.
Elect seven directors; ratify appointment of Cherry Bekaert LLP as independent auditors; advisory approval of executive compensation (say-on-pay); approve Seventh Amended and Restated 2013 Incentive Compensation Plan.
Elect seven nominees to the board to serve until the 2027 annual meeting.
Ratify Cherry Bekaert LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement (say-on-pay).
Approve amendment and restatement to increase the share reserve by 1,000,000 shares (from 6,806,250 to 7,806,250) and make administrative changes, extending plan term.
The proposal seeks stockholder approval to adopt the Seventh Amended and Restated 2013 Incentive Compensation Plan, which primarily increases the number of shares available for grants by 1,000,000 shares and includes administrative and conforming changes. Management is pursuing shareholder approval to ensure the company has sufficient share reserve to continue granting equity incentives to attract, retain and motivate employees, consultants and directors; without approval the existing plan remains in effect and the company may face limited capacity to grant awards, potentially forcing higher cash compensation. The board frames the increase as modest — representing approximately 3% of outstanding shares on a fully diluted basis at the record date — and argues it balances dilution with operational needs; the proposal also extends the term of the plan for an additional year. Key governance features include discretion for the Compensation Committee to set award types, anti-repricing without shareholder approval, limits on director awards, adjustments for corporate changes, and clawback and 409A compliance provisions. Approval would enable continued equity grants under the restated terms; rejection would leave the company dependent on the existing plan’s remaining ~666k share reserve and could constrain hiring and retention. Investors should weigh dilution risk, past equity usage (large grant history including CEO and other NEO grants), and whether plan features (e.g., share limits, repricing protections) sufficiently protect shareholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MAK CAPITAL ONE LLC | 6.34% | 1,901,489 | $17M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.15% | 1,243,615 | $11M |
| 3 | BlackRock, Inc. | 3.40% | 1,019,715 | $9M |
| 4 | BlackRock, Inc. | 2.74% | 821,840 | $7M |
| 5 | STATE STREET CORP | 2.27% | 679,819 | $6M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.02% | 605,183 | $6M |
| 7 | Lane Generational LLC | 1.62% | 486,849 | $4M |
| 8 | UBS Group AG | 1.44% | 431,219 | $4M |
| 9 | GOLDMAN SACHS GROUP INC | 1.39% | 417,727 | $4M |
| 10 | SG Americas Securities, LLC | 1.24% | 372,356 | $3M |
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