Not independent
Tenure on this board
37.4 yrs
8 nominees · 3 ballot items.
Election of eight directors nominated by the Board; an advisory (non‑binding) say‑on‑pay vote to approve the compensation of the named executive officers; and ratification of KPMG LLP as the Company’s independent registered public accountants for fiscal 2026.
Elect eight individuals nominated by the Board to serve as directors until the 2027 annual meeting.
Non‑binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S‑K.
This proposal asks shareholders to cast a non‑binding, advisory vote approving the compensation paid to the Company’s named executive officers as described in the proxy statement (a typical "say‑on‑pay" proposal). Management is seeking this advisory approval to validate its executive pay program and to solicit shareholder feedback; although the vote is non‑binding, the Compensation Committee and the Board state that they will consider the results when designing future compensation arrangements. Contextually, the Company experienced leadership changes during the period disclosed: a former CEO retired, an interim CEO served briefly, and a new CEO (Ms. Pugliese) received significant inducement equity awards and an employment agreement with defined severance and change‑in‑control provisions, all of which are disclosed in the proxy. The proposal references Item 402 disclosure, so it covers salary, bonuses, equity awards, severance arrangements and other compensation disclosures for the named executive officers. Management highlights prior strong shareholder support for its pay program (the 2025 say‑on‑pay was approved by approximately 98% of votes cast) to support its recommendation. From a governance perspective, the Company is a controlled company (founder retains majority voting power), which can mute the economic effect of dissident shareholder votes and is relevant to assessing shareholder influence on pay. Key shareholder concerns likely to arise relate to the size and structure of inducement equity grants to the incoming CEO, severance/change‑in‑control protections, and related‑party governance dynamics given concentrated voting control. Given the historical high approval and the Board’s stated willingness to consider results, shareholders should view this vote as an advisory metric: a strong approval would endorse current practices, while a weak showing would likely trigger Compensation Committee review and potential adjustments. Overall, the Board recommends a FOR vote to reaffirm the Company’s disclosed executive compensation practices while remaining open to shareholder feedback for future adjustments.
Ratify the appointment of KPMG LLP as the Company's independent registered public accountants for the fiscal year ending January 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Madison Asset Management, LLC | 2.07% | 762,777 | $2M |
| 2 | Tieton Capital Management, LLC | 1.98% | 727,419 | $2M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 1.83% | 671,247 | $1M |
| 4 | VANGUARD GROUP INC | 1.76% | 647,464 | $1M |
| 5 | BlackRock, Inc. | 0.74% | 271,702 | $565K |
| 6 | Connor, Clark Lunn Investment Management Ltd. | 0.62% | 227,761 | $474K |
| 7 | SEI INVESTMENTS CO | 0.46% | 169,234 | $352K |
| 8 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.42% | 155,879 | $324K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.38% | 141,394 | $294K |
| 10 | BLAIR WILLIAM CO/IL | 0.31% | 113,510 | $236K |
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