Independent
Tenure on this board
21.4 yrs
4 nominees · 4 ballot items.
Election of four Class I directors; Ratification of Deloitte as independent auditor; Advisory (non-binding) approval of 2025 named executive officer compensation (say-on-pay); Approval of six separate amendments to the Amended and Restated Code of Regulations (advance notice procedures; voting standard for non-director matters; permit uncertificated shares; indemnification and related matters; authorize Board to amend Code; other clarifying/technical changes).
Elect four Class I director nominees to three-year terms expiring in 2029.
Ratify the Audit Committee’s appointment of Deloitte as the company’s independent auditor for fiscal 2026.
Non-binding advisory vote to approve the compensation paid to the company’s named executive officers for fiscal 2025.
Six separate shareholder votes to approve specific amendments to the Company’s Code of Regulations covering advance notice procedures; voting standard for non-director matters; issuance of uncertificated shares; indemnification and related matters; Board authority to amend the Code; and other clarifying and technical changes.
Proposal 4 requests shareholder approval for a series of amendments to the Company’s Amended and Restated Code of Regulations grouped into six separately voted items (4(a)–4(f)). Management seeks these updates to modernize governance, conform to Ohio statutory changes, implement best practices (including universal proxy compliance), clarify vote-counting rules for non-director matters, expressly permit uncertificated shares, update indemnification and advancement-of-expense provisions and director limitation-of-liability language, authorize the Board to make ministerial amendments permitted by Ohio law, and adopt technical clarifications such as virtual meeting and recordkeeping updates. Management argues these changes increase transparency, provide operational flexibility, and align the charter with current law and market practice; the Board unanimously recommends FOR each sub-proposal. The amendments that materially affect shareholder rights include (a) enhanced advance notice and disclosure requirements for shareholder proposals and director nominations designed to enforce proxy rules and require greater disclosure about proponent ownership, conflicts, and compliance with universal proxy rules; (b) a clarified voting standard for non-director matters that treats abstentions as “Against” and clarifies whether broker non-votes count; and (d) indemnification and advancement clarifications to maximize protections for directors and officers while incorporating Ohio law standards. The Board represents that each sub-proposal will be voted on separately and is not conditioned on approval of other sub-proposals; each requires a majority of outstanding shares to pass and abstentions/broker non-votes count as votes “Against.” The amendments should reduce ambiguity and administrative burden and help the company respond quickly to technical governance needs, but they also increase procedural requirements for shareholder proponents and grant the Board limited authority to amend regulations without shareholder approval as allowed under Ohio law, which some activist shareholders may object to as a governance entrenchment risk.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Stone House Capital Management, LLC | 10.85% | 5,500,000 | $41M |
| 2 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 4.31% | 2,185,825 | $16M |
| 3 | VANGUARD GROUP INC | 3.51% | 1,778,124 | $13M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.42% | 1,733,900 | $13M |
| 5 | RAYMOND JAMES FINANCIAL INC | 3.20% | 1,622,528 | $12M |
| 6 | AMERIPRISE FINANCIAL INC | 2.78% | 1,412,087 | $10M |
| 7 | BlackRock, Inc. | 2.71% | 1,372,262 | $10M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.56% | 1,300,460 | $10M |
| 9 | BlackRock, Inc. | 2.32% | 1,176,077 | $9M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.31% | 1,170,294 | $9M |
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