Not independent
Tenure on this board
39.6 yrs
7 nominees · 3 ballot items.
Shareholders will vote to elect seven directors for one-year terms, ratify Grant Thornton LLP as the Company’s independent auditors for fiscal 2027, and cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers (Say-on-Pay).
Elect seven director nominees to serve one-year terms until the 2027 annual meeting.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2027.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This advisory management proposal requests an up-or-down, non-binding shareholder endorsement of the Company’s executive compensation disclosures, including the Compensation Discussion and Analysis and related tables. Management seeks this vote to validate its pay philosophy—which emphasizes pay-for-performance, aligning short- and long-term incentives with adjusted EBITDA and other financial metrics—and to demonstrate shareholder support for the Compensation Committee’s program design and decisions during fiscal 2026. The program emphasized performance-based long-term equity awards (performance-based restricted stock units) and a performance-based cash component for above-target outcomes, and it set challenging targets for both annual and long-term incentives tied to adjusted EBITDA and operating metrics. The Compensation Committee paused base-salary increases and set conservative target and threshold levels given macroeconomic and industry headwinds; no annual cash incentives were paid in fiscal 2026 because performance fell below threshold. The Board recommends a FOR vote, arguing that the compensation structure appropriately balances retention, alignment with shareholder interests, and prudent equity usage (including caps on above-target equity payouts and cash payments for above-target performance to limit dilution). Because the vote is advisory, the outcome will not bind the Board but will be considered when setting future compensation; management notes its responsiveness to shareholder feedback (increasing the weighting of performance-based awards) as context for the program. Key governance context includes oversight by an independent Compensation Committee, engagement of an independent consultant, clawback policy, and double-trigger change-of-control protections. Investors evaluating the proposal should weigh the board’s claims of alignment and rigor against the actual performance outcomes (no payouts in fiscal 2026) and the use of challenging stretch targets that may limit short-term pay but could affect retention and incentives in weak operating cycles.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | 22NW, LP | 14.68% | 1,859,061 | $5M |
| 2 | CIBC Bancorp USA Inc. | 6.95% | 879,844 | $2M |
| 3 | AMERIPRISE FINANCIAL INC | 6.86% | 869,297 | $2M |
| 4 | GATE CITY CAPITAL MANAGEMENT, LLC | 5.78% | 731,301 | $2M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 4.45% | 563,617 | $2M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.61% | 457,054 | $1M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.01% | 381,016 | $1M |
| 8 | Mill Road Capital Management LLC | 2.56% | 324,669 | $890K |
| 9 | BlackRock, Inc. | 1.57% | 199,417 | $546K |
| 10 | GRACE WHITE INC /NY | 1.19% | 150,763 | $413K |
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