Independent
Tenure on this board
8.1 yrs
2 nominees · 5 ballot items.
Election of two Class III directors; amend certificate to declassify the Board; advisory approval of 2025 named executive officers’ compensation; approve Second Amendment to 2017 Omnibus Incentive Plan (extend plan term); ratify Grant Thornton LLP as independent auditor.
Elect two Class III directors (Donald D. Patteson, Jr. and Douglas B. Meehan) to serve until the 2029 Annual Meeting.
Approve amendment to declassify the Board so all directors will be elected annually beginning in 2027.
The proposal asks shareholders to approve a charter amendment to eliminate the classified-board structure and require annual director elections beginning in 2027. Management argues this enhances director accountability and aligns with prevailing governance practices and shareholder feedback; the Board previously committed to declassification and believes the change balances continuity and accountability. Approval requires an unusually high 80% shareholder vote due to charter amendment provisions; if approved, the company will file the amendment with the Delaware Secretary of State and make conforming bylaw changes. The Board’s recommendation is FOR based on governance improvements and feedback from shareholder engagement. The change may impact takeover defenses by reducing staggered-board protections and could increase responsiveness to shareholder sentiment; management frames this as strengthening governance while retaining Board discretion in other areas. In evaluating, analysts should weigh potential increases in director turnover risk against improved accountability and potential investor relations benefits.
Non-binding, advisory vote to approve the 2025 compensation of the company's Named Executive Officers (say-on-pay).
This advisory 'say-on-pay' proposal asks shareholders to approve, on a non-binding basis, the company's executive compensation for 2025 as disclosed in the proxy materials. Management and the Compensation Committee support the program, citing alignment with performance through metric-based annual and long-term incentives tied to Adjusted Consolidated EBITDA and other measures, elimination of discretionary components, and responsive changes following shareholder feedback. While non-binding, the results will inform future compensation decisions. The proposal raises standard considerations for pay-for-performance alignment, governance, and retention; analysts should evaluate incentive design, performance metrics relevance, realized pay versus target, and potential misalignment or unintended risk-taking incentives.
Approve Second Amendment to extend the term of the 2017 Omnibus Incentive Plan five years to May 13, 2031 (no new shares requested).
This proposal seeks shareholder approval to extend the expiration date of the company’s existing long-term equity incentive plan by five years to May 13, 2031. No additional share authorization is requested; the amendment simply extends the plan’s term so the company can continue to grant awards from the remaining previously approved share pool (~2.8 million shares available as of March 13, 2026). Management contends equity awards are critical for retention, recruitment, and aligning employee interests with shareholders. Analysts evaluating this proposal should consider the company's current overhang (17.8%) and burn rate (3-year average 2.7%), dilution management practices, and historical grant levels. The board recommends FOR because extending the plan allows continued equity-based compensation without increasing share authorization; opponents typically focus on dilution and governance concerns but those are mitigated here by no new shares being requested.
Ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 8.89% | 1,411,827 | $64M |
| 2 | FMR LLC | 4.67% | 741,407 | $34M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.02% | 638,118 | $29M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.56% | 564,715 | $26M |
| 5 | LSV ASSET MANAGEMENT | 3.44% | 546,727 | $25M |
| 6 | BlackRock, Inc. | 3.29% | 522,580 | $24M |
| 7 | AMERIPRISE FINANCIAL INC | 2.96% | 469,977 | $21M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 2.70% | 427,900 | $20M |
| 9 | BlackRock, Inc. | 2.53% | 400,867 | $18M |
| 10 | TWO SIGMA INVESTMENTS, LP | 2.30% | 364,755 | $17M |
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