Independent
Tenure on this board
9.7 yrs
6 nominees · 4 ballot items.
Election of six directors; Ratification of Grant Thornton LLP as independent auditor; Advisory (non-binding) vote to approve executive compensation (Say-on-Pay); Approval of the Sixth Amended and Restated 2010 Equity Incentive Plan to replace the Fifth Amended and Restated 2010 Plan.
Elect six director nominees (Laura M. Franklin, John P. Albright, George R. Brokaw, Christopher J. Drew, R. Blakeslee Gable, Christopher W. Haga) for one-year terms expiring at the 2027 annual meeting.
Ratify the appointment of Grant Thornton LLP as independent registered public accounting firm for fiscal year 2026.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement for 2025.
Approve the Sixth Amended and Restated 2010 Equity Incentive Plan to increase share reserve, increase director and grantee limits, and extend plan expiration date.
Management proposes stockholder approval of the Sixth Amended and Restated 2010 Equity Incentive Plan to increase the plan share reserve by 1,250,000 shares, raise per-grantee and nonemployee director limits, and extend the plan expiration to 2036. Management frames the amendment as necessary to continue using equity awards to attract, motivate and retain employees and directors, arguing that without additional shares the company would need to rely more on cash awards which could be less aligned with stockholder interests and put the Company at a competitive disadvantage. The proposal includes governance-friendly features (minimum one-year vesting except for limited carve-outs, no evergreen provision, no discounted options/SARs, dividend equivalents only on vested awards, and no tax gross-ups) that are intended to address common stockholder concerns about equity plan design. The board also discloses the current share usage metrics (106,156 shares available as of April 16, 2026, 240,110 restricted shares outstanding, 314,382 performance shares outstanding representing up to 532,100 shares) and states a modest three-year average burn rate of 0.68% to justify the requested increase. The board recommends a yes vote, arguing the increase is modest, the expected overhang remains limited, and that the additional shares will last approximately three to five years based on projected grant practices. The compensation committee’s decision followed consideration of dilution measures, historical awarding patterns, peer benchmarking support from Ferguson Partners, and anticipated recruiting/retention needs. Potential governance concerns include the magnitude of the increase relative to market cap and the broad discretion retained by the committee over awards; however, mitigating factors cited include the plan limits, anti-repricing provisions, and governance features. The recommendation notes the plan’s conservative usage to date but leaves open that significant future grant pacing could increase dilution; shareholders should weigh the board’s governance commitments and historical low burn rate against the total incremental dilution represented by adding 1,250,000 shares to the reserve.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.80% | 1,621,229 | $30M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.99% | 1,349,517 | $25M |
| 3 | BlackRock, Inc. | 3.76% | 1,271,943 | $24M |
| 4 | BlackRock, Inc. | 3.62% | 1,223,214 | $23M |
| 5 | TWO SIGMA INVESTMENTS, LP | 2.61% | 881,629 | $16M |
| 6 | HEITMAN REAL ESTATE SECURITIES LLC | 2.20% | 742,696 | $14M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.16% | 729,846 | $13M |
| 8 | STATE STREET CORP | 2.10% | 710,187 | $13M |
| 9 | Cutler Capital Management, LLC | 1.95% | 659,370 | $12M |
| 10 | GRACE WHITE INC /NY | 1.75% | 591,125 | $11M |
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