Independent
Tenure on this board
2.5 yrs
3 nominees · 3 ballot items.
Election of three Class III directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); and ratification of PricewaterhouseCoopers as independent auditors for fiscal year 2026.
Elect Damien Harmon, Chadwick Hume, and Karen Stroup as Class III directors for three-year terms expiring at the 2029 Annual Meeting.
Advisory (non-binding) vote to approve compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the CD&A, summary compensation table, and related disclosures. Management seeks this approval to validate its executive pay philosophy — aligning pay with performance, attracting and retaining talent, and aligning executives’ interests with stockholders. The Compensation Committee uses a mix of base salary, annual cash incentives tied to Adjusted EBITDA, revenue, and same-store sales, and long-term equity incentives (RSUs and PSUs tied to cumulative Adjusted EBITDA and relative TSR). The company emphasizes that majority of target compensation is at-risk and that stockholder feedback (86% approval in 2025) supports current practices. The board recommends FOR because the program ties compensation to performance, includes governance safeguards (clawback policy, independent compensation committee, stock ownership guidelines), and uses market benchmarking. The advisory vote is non-binding but the Compensation Committee will consider the outcome when designing future compensation. The proposal is routine for public companies but includes context of the CEO transition and restatement review which may affect recent incentive payouts and clawback analysis.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 4.9% | 8,138,844 | $103M |
| 2 | North Peak Capital Management, LLC | 3.1% | 5,055,247 | $64M |
| 3 | BAMCO INC /NY/ | 2.7% | 4,500,196 | $57M |
| 4 | ADW Capital Management, LLC | 2.4% | 4,000,000 | $50M |
| 5 | Emeth Value Capital, LLC | 2.4% | 3,992,673 | $50M |
| 6 | GOLDMAN SACHS GROUP INC | 2.1% | 3,528,107 | $44M |
| 7 | Rubric Capital Management LP | 1.8% | 3,000,000 | $38M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.7% | 2,734,573 | $34M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 1.6% | 2,574,554 | $32M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.3% | 2,150,061 | $27M |
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