7 nominees · 2 ballot items.
Elect seven directors; ratify Cherry Bekaert LLP as independent auditor for 2026; consider other matters that may properly come before the meeting.
Elect seven director nominees to serve one-year terms until the next annual meeting.
Ratify the Audit Committee’s selection of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for 2026.
The proposal asks shareholders to ratify the Audit Committee’s selection of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for fiscal year 2026. Management is submitting this selection for shareholder ratification as a matter of good corporate practice, though it is not required by the bylaws; the Audit Committee has already selected Cherry Bekaert after dismissing Crowe LLP earlier in 2025 and engaging Cherry Bekaert for the latter part of 2025. The Board recommends a vote FOR, noting that a shareholder failure to ratify would prompt the Audit Committee to reconsider the selection. The background includes disclosures that Crowe’s reports for 2023–2024 included going concern language and identified material weaknesses in internal controls related to income taxes (remediated) and inventory valuation (not remediated). The selection reflects the Audit Committee’s oversight and intent to engage auditors it believes appropriate; ratification is largely procedural but provides shareholder input. If ratified, Cherry Bekaert could still be replaced by the Audit Committee during 2026 if circumstances warrant. The recommendation reflects that the Audit Committee vetted fees and independence and believes Cherry Bekaert is qualified to perform the audit services.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.8% | 55,763 | $555K |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 2.9% | 28,410 | $283K |
| 3 | HighTower Advisors, LLC | 2.6% | 25,200 | $251K |
| 4 | VestGen Advisors, LLC | 1.3% | 12,200 | $123K |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 0.9% | 8,384 | $83K |
| 6 | MORGAN STANLEY | 0.8% | 7,690 | $77K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 3,819 | $38K |
| 8 | HARBOUR INVESTMENTS, INC. | 0.1% | 1,408 | $14K |
| 9 | Ancora Advisors LLCActivist | 0.1% | 1,200 | $12K |
| 10 | Advisory Services Network, LLC | 0.1% | 484 | $5K |
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