Not independent
Tenure on this board
11.4 yrs
7 nominees · 4 ballot items.
Election of seven directors; advisory (non-binding) approval of named executive officer compensation (“say-on-pay”); advisory (non-binding) vote on the frequency of future say-on-pay votes; and appointment of Davidson & Company LLP as independent auditor for fiscal year 2026.
Election of the seven director nominees named in the Proxy Statement to hold office until the next annual meeting or until their successors are elected or appointed.
A non-binding, advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the CD&A, compensation tables and related narrative).
This advisory (non-binding) proposal asks shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and related narrative. Management seeks this advisory approval to obtain shareholder endorsement of its pay philosophy and decisions linking executive pay to the Company’s strategic priorities and financial metrics (notably Net revenue and Adjusted EBITDA), and to demonstrate that incentive structures align executives’ interests with long-term shareholder value. The proposal is not binding on the Board or Compensation Committee, but the Company states it will consider the vote outcome when making future compensation decisions. Context includes a prior strong shareholder endorsement (~94% support in 2025) and a compensation structure that emphasizes a mix of base salary, performance-based short-term cash incentives, and multi-year vesting equity awards with share ownership guidelines, clawbacks and anti-hedging/anti-pledging policies. The Board recommends approval on grounds that the program attracts and retains talent, ties a substantial portion of pay to performance, and reinforces alignment between management and shareholders. The CD&A also explains benchmarking to a peer group and the use of annual and long-term metrics designed to balance growth and profitability while avoiding incentives for excessive risk-taking. While advisory, the vote provides governance feedback and public accountability for pay decisions; a negative outcome would likely trigger management and Compensation Committee engagement with shareholders and potential adjustments to plan design or disclosure. Overall, the proposal asks shareholders to endorse the company’s compensation approach and provides the Board with a gauge of shareholder sentiment regarding pay-for-performance alignment.
A non-binding, advisory vote for shareholders to indicate their preferred frequency (one, two or three years) for future advisory votes on the compensation of named executive officers.
This advisory proposal asks shareholders to indicate, by plurality, whether they prefer an advisory say-on-pay vote to occur every one, two, or three years. Management recommends an annual (one-year) frequency, arguing that since compensation disclosures are prepared annually, an annual advisory vote gives shareholders more direct and timely feedback on executive pay and governance, even though the vote is non-binding. The Board frames the recommendation by noting the trade-off that while an annual vote increases responsiveness, changes to integrated compensation programs may not be immediately implementable by the following year’s meeting; therefore, the Board retains discretion. The vote is purely advisory and intended to guide the Board’s practice for future say-on-pay scheduling; it does not change compensation directly. The management position is consistent with prevailing governance practice at many public companies seeking frequent shareholder engagement, and it signals a preference for regular accountability and transparency. A shareholder preference for less frequent votes (two- or three-year cycles) would reflect a view that pay programs are long-term in nature and benefit from a multi-year evaluation window; conversely, preference for one-year cycles emphasizes more frequent shareholder oversight. The outcome will inform the Board’s approach but will not be binding; the Board and Compensation Committee state they will consider the result when determining their practice going forward. This proposal therefore balances shareholder input on governance cadence with management’s operational considerations for compensation program stability.
Appointment of Davidson & Company LLP to serve as the Company’s independent auditor for the fiscal year ending December 31, 2026 and authorization for the Board to fix the auditor’s remuneration.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Chescapmanager LLC | 2.13% | 7,942,737 | $20M |
| 2 | D. E. Shaw Co., Inc.Activist | 1.87% | 6,974,046 | $18M |
| 3 | Pillsbury Lake Capital LLC | 1.13% | 4,223,004 | $11M |
| 4 | Tidal Investments LLC | 1.08% | 4,026,892 | $10M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 0.72% | 2,679,051 | $7M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 0.54% | 2,009,549 | $5M |
| 7 | PRELUDE CAPITAL MANAGEMENT, LLC | 0.40% | 1,500,000 | $4M |
| 8 | CIBC WORLD MARKET INC. | 0.36% | 1,346,820 | $3M |
| 9 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.33% | 1,230,450 | $3M |
| 10 | MMCAP International Inc. SPC | 0.27% | 999,490 | $3M |
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