Not independent
Tenure on this board
6.2 yrs
7 nominees · 4 ballot items.
Elect seven directors; approve the Second Amended and Restated 2020 Equity Incentive Plan (increase share reserve by 2,650,000 shares and eliminate the per-employee calendar-year award limit); approve, on a non-binding advisory basis, the compensation of the named executive officers; and ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026.
To elect seven director nominees (James R. Ray, Melanie K. Cook, William C. Johnson, Ari B. Levy, J. Michael Nauman, Jeffrey S. Niew and Wayne M. Rancourt) to hold office until the 2027 Annual Meeting.
Approve an amendment and restatement of the 2020 Equity Incentive Plan to (1) increase the number of authorized shares by 2,650,000 and (2) eliminate the limitation on the number of shares that may be awarded to an employee in a calendar year; re-approve material terms for Section 162(m) purposes.
This management proposal asks shareholders to approve the Second Amended and Restated 2020 Equity Incentive Plan, principally to (1) increase the share reserve by 2,650,000 shares and (2) remove the per-employee calendar-year award limit. Management seeks approval to preserve the Company’s ability to grant equity awards as a central element of its long-term incentive and retention program and to re‑approve the plan’s material terms for compliance with Section 162(m). The proposal is contextualized by historical plan usage: the Company reported grant volumes of roughly 988k, 820k and 2.538M shares in 2023–2025, with only ~796k shares available at April 23, 2026 and ~2.119M shares outstanding under awards, implying a quick depletion of the reserve absent approval. The Company discloses that the requested increment would extend capacity to grant awards for roughly two years under current practices, and also quantifies the potential dilution impact (an incremental ~7.24% dilution, bringing total potential dilution to ~15.19%). The plan contains several shareholder-protective provisions (no liberal share counting, no repricing without shareholder approval, no discounted options, one‑year minimum vesting subject to limited exceptions, clawback, anti‑hedging/pledging policies, and limits on annual cash performance award amounts), which management highlights to address governance and dilution concerns. From a governance standpoint, approval allows the Compensation Committee continued discretion to design award types and performance measures (options, restricted stock, RSUs, performance awards, SARs, cash-settled awards) and to adjust to business needs, while preserving limits on certain practices. The Board recommends FOR, arguing the plan is necessary to attract and retain talent, align management and shareholder interests, and maintain competitive incentive practices. Investors should weigh the operational need for additional equity compensation capacity and retention benefits against the incremental dilution and the Company’s historical burn rate and overhang metrics when evaluating the proposal.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, Summary Compensation Table and related disclosures.
This is a management-sponsored, non-binding advisory vote (say-on-pay) asking shareholders to approve executive compensation as disclosed in the proxy (CD&A, SCT and related tables). Management seeks a shareholder endorsement of its pay-for-performance framework—base salary, annual cash incentives tied to Operating Income Margin, Revenue and Operating Working Capital, and long-term incentives (primarily restricted stock and cash performance awards tied to EBITDA or stock-price/TSR measures)—and cites prior strong support (approximately 84.8% in favor at the 2025 meeting). The vote is advisory and not legally binding, but the Board and Compensation Committee state they will consider the outcome when setting future compensation. Key contextual elements include that a significant portion of NEO pay is at-risk (CEO ~82% variable at target), the Committee uses an independent consultant and peer benchmarking, and risk mitigants are in place (clawback policy, anti-hedging/pledging, stock ownership guidelines, multi-metric payout caps and thresholds). Recent outcomes—no annual bonus payout for 2025 due to missing the operating income trigger and changes to certain LTI awards (including cancellation of a stock-settled portion of the CEO’s 2025 performance award due to plan share limits)—are relevant to investor assessment. For an investor evaluating this advisory vote, considerations include: alignment of realized pay with performance and TSR, the Company’s use of equity (burn rate and dilution), governance safeguards, and responsiveness to prior shareholder feedback. The Board recommends FOR but will use results to inform future adjustments to their compensation program.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 4.78% | 1,731,491 | $6M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.85% | 1,396,132 | $5M |
| 3 | TWO SIGMA INVESTMENTS, LP | 3.34% | 1,210,028 | $4M |
| 4 | Huber Capital Management LLC | 2.69% | 977,080 | $3M |
| 5 | Peapod Lane Capital LLC | 2.56% | 927,530 | $3M |
| 6 | Clearstead Advisors, LLC | 1.93% | 700,000 | $2M |
| 7 | RBF Capital, LLC | 1.83% | 664,335 | $2M |
| 8 | IRONWOOD INVESTMENT MANAGEMENT LLC | 1.76% | 637,040 | $2M |
| 9 | GAMCO INVESTORS, INC. ET AL | 1.64% | 594,418 | $2M |
| 10 | BlackRock, Inc. | 1.22% | 443,925 | $2M |
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