Bradley V. Stoots
Independent
Tenure on this board
New nominee
2 nominees · 3 ballot items.
Elect two Class I directors; ratify appointment of HoganTaylor LLP as independent registered public accounting firm for the year ending February 28, 2027; and advisory vote to approve the compensation of the Company’s Named Executive Officers.
Election of two Class I directors, Bradley V. Stoots and Steven G. Hooser, to serve three-year terms expiring in 2029.
Ratify the appointment of HoganTaylor LLP as the company’s independent registered public accounting firm for the year ending February 28, 2027.
Proposal Two requests shareholder ratification of the appointment of HoganTaylor LLP as EDC’s independent registered public accounting firm for the fiscal year ending February 28, 2027. The Audit Committee, which oversees auditor selection and independence, recommended HoganTaylor LLP, noting their tenure since 2005 and the audit, tax, and related fees disclosed. The proposal clarifies voting mechanics (votes cast definition and treatment of abstentions and broker non-votes). Management seeks ratification to provide shareholder approval and continuity of audit services. The Board recommends a vote FOR, citing the Audit Committee’s recommendation and the firm’s experience with the company. There is no indication of significant audit-related controversy or independence concerns in the filing; fees are disclosed and appear routine. Shareholder ratification is advisory but customary, and broker non-votes will not affect the outcome because the vote is based on votes cast.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
Proposal Three requests an advisory (non-binding) shareholder approval of the Company’s executive compensation program as disclosed in the proxy. Management explains the program’s design: base pay, short-term incentive plan tied to pre-tax profitability, revenue growth, and individual performance, and long-term restricted share awards tied to multi-year revenue targets under LTI Plans. The Compensation Committee supports these arrangements as competitive and aligned with shareholder interests, and the Board recommends a FOR vote while committing to consider the advisory vote’s outcome. The proposal is routine under Section 14A and does not change pay arrangements directly; it informs future compensation policy. The filing highlights recent discretionary one-time bonuses in fiscal 2026 tied to specific objectives and notes no share awards were granted for fiscal 2026 under LTI Plans; thus the vote occurs in a context where recent pay included significant discretionary awards tied to a one-time event and pay-versus-performance disclosures are provided.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | NEEDHAM INVESTMENT MANAGEMENT LLC | 9.40% | 800,000 | $1M |
| 2 | AMERIPRISE FINANCIAL INC | 6.11% | 520,296 | $656K |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 2.31% | 196,845 | $248K |
| 4 | CITADEL ADVISORS LLC | 0.55% | 46,922 | $59K |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 0.52% | 44,502 | $56K |
| 6 | STATE STREET CORP | 0.37% | 31,876 | $40K |
| 7 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.26% | 22,186 | $28K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.24% | 20,746 | $26K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.24% | 20,277 | $26K |
| 10 | GOLDMAN SACHS GROUP INC | 0.23% | 19,890 | $25K |
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