Independent
Tenure on this board
5.0 yrs
2 nominees · 3 ballot items.
Elect two directors; approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers; and ratify Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2027.
Elect two directors (Dr. Lance D. Bultena and Dr. José‑Marie Griffiths) to serve three-year terms expiring in 2029.
Advisory (non-binding) 'say-on-pay' vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This advisory, non-binding proposal asks stockholders to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, a routine 'say-on-pay' vote required by Section 14A. Management is seeking approval to validate its pay-for-performance framework, which combines base salary, annual cash incentives tied to revenue and operating margin, and long-term equity awards (RSUs and PSUs) intended to align executive interests with long-term stockholder value. The Company points to its Compensation Committee’s use of benchmarking, an independent compensation consultant, and specific program design elements (including multi-year performance metrics and clawback and stock ownership policies) as governance features supporting the program. The proposal is non-binding, but the Board and Compensation Committee state they will consider the vote’s outcome when making future compensation decisions, making it an important feedback mechanism. Company-specific context includes a recent CEO transition and new-hire arrangements (a sign-on bonus and equity for the new CEO) and the introduction of PSUs in FY2026 to strengthen long-term alignment. Management emphasizes that prior say-on-pay support (approximately 88.9% in favor at the 2025 annual meeting) indicated general stockholder support for the compensation approach. Opponents (if any) might focus on the non-binding nature of the vote, the magnitude of certain awards (e.g., sign-on or retention payments), or the potential for pay to diverge from realized performance, but management’s counter-argument centers on program structure and governance safeguards. The Board recommends a vote FOR, citing alignment with long-term interests, oversight by the Compensation Committee, and the view that the program is fair and appropriate.
Ratify Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending May 1, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | EARNEST PARTNERS LLC | 6.41% | 3,080,587 | $60M |
| 2 | ALTA FOX CAPITAL MANAGEMENT, LLC | 6.00% | 2,886,799 | $56M |
| 3 | Progeny 3, Inc. | 5.71% | 2,746,408 | $54M |
| 4 | BlackRock, Inc. | 3.83% | 1,840,599 | $36M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.77% | 1,811,219 | $35M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.60% | 1,731,583 | $34M |
| 7 | BREACH INLET CAPITAL MANAGEMENT, LLC | 3.30% | 1,584,720 | $31M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.18% | 1,528,218 | $30M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.84% | 1,367,653 | $27M |
| 10 | BlackRock, Inc. | 2.64% | 1,268,771 | $25M |
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