Independent
Tenure on this board
5.8 yrs
2 nominees · 3 ballot items.
Elect two Class I directors; approve, on an advisory basis, the compensation of the Company’s Named Executive Officers (“Say on Pay”); ratify the appointment of CBIZ CPAs P.C. as independent registered public accounting firm for fiscal 2026; and transact any other properly presented business.
Elect two Class I directors (Richard S. Caswell and Terry Stinson) to serve until the Class I term ends in 2029.
Advisory, non-binding vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding, advisory vote to approve the overall compensation of the Company’s Named Executive Officers as disclosed in the proxy statement. Management seeks this approval to comply with Dodd-Frank and SEC rules providing shareholders an opportunity to express their view on executive pay and to maintain engagement with shareholders regarding compensation practices. The proxy explains that the executive compensation program is designed to be competitive, reasonable, aligned with organizational objectives and shareholder interests, and that a substantial portion of NEO pay is at-risk and tied to company financial and performance metrics. The Board and its Compensation and Human Resources Committee view the advisory vote as an important feedback mechanism and have committed to consider the voting results in future compensation decisions. Company disclosures provide detail on salary, short-term cash incentives, and long-term equity incentives (time- and performance-based restricted stock), as well as specific performance metrics used in recent years (e.g., accounts payable delinquency, net debt minus cash, and net profit). The advisory vote does not affect any single compensation component but addresses the aggregate compensation disclosed under Item 402, and the Company notes the vote is non-binding; nevertheless, management frames it as influential for policy review. Relevant context includes forfeitures and vesting conditions on performance-based awards, the Company’s recent auditor changes and financial performance (which inform compensation outcomes), and the Committee’s practice of using external data and consultants when appropriate. In recommending a FOR vote, the Board signals that it believes current compensation aligns management incentives with long-term shareholder value, while also reserving the right to adjust programs based on shareholder feedback and evolving performance outcomes.
Ratify CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ROYCE ASSOCIATES LP | 6.31% | 835,632 | $4M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.21% | 424,990 | $2M |
| 3 | LPL Financial LLC | 1.49% | 197,174 | $1M |
| 4 | KORNITZER CAPITAL MANAGEMENT INC /KS | 0.83% | 109,500 | $568K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.74% | 98,014 | $509K |
| 6 | DIMENSIONAL FUND ADVISORS LP | 0.64% | 84,431 | $438K |
| 7 | STATE STREET CORP | 0.57% | 74,970 | $389K |
| 8 | JANE STREET GROUP, LLC | 0.53% | 70,225 | $364K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.52% | 69,353 | $360K |
| 10 | NewEdge Advisors, LLC | 0.49% | 64,799 | $336K |
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