Not independent
Tenure on this board
11.0 yrs
7 nominees · 3 ballot items.
Election of seven directors; advisory vote to approve executive compensation (Say on Pay); ratification of Grant Thornton LLP as independent auditors; and any other business properly presented.
Election of seven director nominees to serve one-year terms expiring at the 2027 annual meeting.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This management proposal requests that shareholders cast a non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management seeks ratification to demonstrate shareholder support for the design and implementation of its compensation program, which emphasizes pay-for-performance through a mix of base salary, annual incentives, and long-term equity awards (performance shares and restricted stock), with significant “at risk” components and robust governance practices (clawback policy, no hedging/pledging, stock ownership guidelines). The Board recommends a vote FOR, citing alignment of compensation with company strategy and shareholder interests, responsiveness to prior Say-on-Pay feedback, benchmarking versus peers, threshold and cap structures on incentive payouts, and emphasis on both short- and long-term metrics (EBITDA, operating cash flow, TSR relative to Russell 2000). The proposal is advisory and non-binding; the Compensation Committee will nonetheless consider the vote’s results in future compensation decisions. Material context includes recent strong financial performance, updates to AIP target-setting and payout matrices, and high prior-year Say-on-Pay support (96.3% in 2025).
Shareholders are asked to ratify the Audit Committee’s appointment of Grant Thornton LLP as the company’s independent auditors for fiscal 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.86% | 1,770,259 | $493M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.45% | 888,596 | $247M |
| 3 | Capital World Investors | 4.58% | 746,545 | $208M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 736,304 | $205M |
| 5 | STATE STREET CORP | 4.14% | 674,775 | $188M |
| 6 | BlackRock, Inc. | 2.98% | 485,263 | $135M |
| 7 | Conestoga Capital Advisors, LLC | 2.90% | 471,727 | $131M |
| 8 | Neuberger Berman Group LLC | 2.27% | 369,466 | $103M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.15% | 351,074 | $98M |
| 10 | CONGRESS ASSET MANAGEMENT CO | 1.84% | 300,506 | $84M |
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