7 nominees · 3 ballot items.
Elect seven directors; advisory approval of executive compensation (Say-on-Pay); ratify Grant Thornton LLP as independent auditor for 2026.
Elect seven directors to the Board, each to hold office until the 2027 Annual Meeting.
Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks endorsement to validate its compensation practices given the Company’s external management structure where the CEO is seconded from the Manager and the CFO’s compensation is approved by the Compensation Committee. The Board recommends a vote FOR, noting the Compensation Committee’s oversight, clawback policy analysis, and alignment with the Company’s governance framework. Shareholder approval, though non-binding, is considered in future compensation deliberations. The vote is routine for public companies under Section 14A, but context includes recent governance enhancements and restatement-related oversight following the Lugano matters, which may influence shareholder sentiment.
Ratify Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AMERICAN CENTURY COMPANIES INC | 6.68% | 5,025,800 | $40M |
| 2 | Allspring Global Investments Holdings, LLC | 5.73% | 4,313,841 | $35M |
| 3 | ADW Capital Management, LLC | 4.98% | 3,750,000 | $29M |
| 4 | MANGROVE PARTNERS IM, LLC | 4.90% | 3,684,800 | $29M |
| 5 | Western Standard LLC | 4.17% | 3,137,156 | $25M |
| 6 | D. E. Shaw Co., Inc.Activist | 4.03% | 3,030,532 | $24M |
| 7 | SG Capital Management LLC | 3.71% | 2,789,256 | $22M |
| 8 | BlackRock, Inc. | 2.97% | 2,236,120 | $18M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 2.92% | 2,196,923 | $17M |
| 10 | Divisadero Street Capital Management, LP | 2.57% | 1,930,254 | $15M |
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