Not independent
Tenure on this board
40.4 yrs
2 nominees · 3 ballot items.
Vote to elect two Class II directors (Peter Hoetzinger and Mitchell Etess), ratify Grant Thornton LLP as independent auditors for 2026, and approve an advisory (non-binding) resolution on executive compensation (Say-on-Pay).
Election of two Class II directors — Peter Hoetzinger (incumbent) and Mitchell Etess (nominee) — each for a three-year term expiring at the 2029 Annual Meeting.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) resolution to approve the compensation of the named executive officers as disclosed in the proxy statement (Say-on-Pay).
This management proposal asks stockholders to provide a non-binding, advisory approval of the Company’s executive compensation as disclosed in the proxy materials. Management seeks this vote to validate its compensation philosophy and to demonstrate stockholder support for its pay-for-performance framework, which emphasizes a mix of annual cash incentives tied to net operating revenue and long-term performance stock units (PSUs) tied to relative TSR and Adjusted EBITDAR. The Compensation Committee has designed incentives to align executives’ interests with long-term stockholder value through PSUs that vest based on multi-year performance thresholds and other features intended to mitigate excessive risk (e.g., significant at-risk equity, vesting schedules, clawback policy, and ownership guidelines). The filing notes that the Company received at least 70% support on Say-on-Pay votes in recent years, and management highlights its responsiveness to stockholder feedback when designing compensation. Because the vote is advisory, a negative vote would not directly change awards but would prompt the Compensation Committee to assess and consider changes and engage with stockholders. The Board’s unanimous recommendation to vote FOR is grounded in the Committee’s view that the current program appropriately balances short- and long-term incentives, ties pay to measurable financial metrics, and includes governance safeguards. Key contextual considerations include the Company’s recent strategic review of operations and capital structure, the Company’s mixed financial performance (net loss but improving Adjusted EBITDAR), and the heavy weighting of compensation toward long-term equity that makes realized pay sensitive to stock price performance. Given these factors, the proposal primarily functions as a governance signal to the Board regarding investor support for executive pay philosophy and the Compensation Committee’s implementation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Nokomis Capital, L.L.C. | 6.9% | 1,931,668 | $3M |
| 2 | Veradace Capital Management LLC | 5.7% | 1,596,784 | $2M |
| 3 | RICE HALL JAMES ASSOCIATES, LLC | 5.6% | 1,575,177 | $2M |
| 4 | ROYCE ASSOCIATES LP | 5.6% | 1,571,123 | $2M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.7% | 1,326,807 | $2M |
| 6 | Cambridge Investment Research Advisors, Inc. | 4.0% | 1,140,300 | $2M |
| 7 | Mill Road Capital Management LLC | 3.9% | 1,095,900 | $2M |
| 8 | CONTRARIAN CAPITAL MANAGEMENT, L.L.C. | 3.2% | 889,144 | $1M |
| 9 | AWM Investment Company, Inc.Activist | 2.3% | 639,834 | $889K |
| 10 | PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. | 1.4% | 381,660 | $531K |
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