Independent
Tenure on this board
3.7 yrs
7 nominees · 3 ballot items.
Elect seven directors; ratify Wipfli LLP as independent auditors for 2026; and approve an amendment to the Company’s Stock Plan to increase the share reserve by 200,000 (from 1,650,000 to 1,850,000).
Elect seven directors to hold office until the next annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s selection of Wipfli LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Stock Plan to increase the number of shares authorized for issuance by 200,000 shares, increasing the total from 1,650,000 to 1,850,000 shares.
This management proposal requests shareholder approval to amend the Company’s Stock Plan to increase the share reserve by 200,000 shares (from 1,650,000 to 1,850,000). Management and the Compensation Committee state the purpose is to ensure the Company has sufficient capacity to continue granting incentive awards—ISOs, NQSOs, restricted stock, and deferred stock—to attract, retain and motivate key employees, non-employee directors and consultants. The Board considered historical grant practices, noting a three-year average burn rate of 0.67% (2023–2025), and concluded the additional shares would, at current rates, provide capacity for approximately 7–8 years of grants, though actual duration will depend on factors such as future hiring, award mix, forfeitures and stock price. The filing discloses expected potential dilution and reports that the amendment would increase potential dilution to approximately 6.7% of fully diluted shares, which the Board considers reasonable for a company of Canterbury’s size and industry. Management also explains that director equity awards are set by the Board and that awards are granted from the Plan; it notes the Company intends to file a registration statement to cover issuance of the additional shares if approved. The Board recommends a FOR vote, arguing that maintaining an adequate share reserve supports long-term incentive alignment between employees/directors and shareholders and is consistent with historical practices. Potential shareholder considerations include dilution to existing holders and the discretionary nature of future awards; however, the Board highlights governance controls—Committee oversight and pre-existing award practices—and analyses supporting the increase. Overall, the proposal is routine for companies using equity for compensation, but materially affects the Company’s long-term dilution profile and should be evaluated in light of the Company’s historical burn rate, compensation structure, and strategic talent needs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Black Diamond Capital Management I, LLLP | 16.68% | 859,169 | $13M |
| 2 | GATE CITY CAPITAL MANAGEMENT, LLC | 8.65% | 445,553 | $7M |
| 3 | GAMCO INVESTORS, INC. ET AL | 7.29% | 375,393 | $6M |
| 4 | GABELLI FUNDS LLC | 3.79% | 195,000 | $3M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 0.84% | 43,225 | $666K |
| 6 | GUARDIAN WEALTH ADVISORS, LLC / NC | 0.81% | 41,644 | $652K |
| 7 | Aptus Capital Advisors, LLC | 0.81% | 41,644 | $649K |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 0.63% | 32,516 | $501K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.42% | 21,867 | $337K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.30% | 15,473 | $238K |
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