Not independent
Tenure on this board
9.5 yrs
6 nominees · 3 ballot items.
Elect six directors; ratify Whitley Penn, LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026; and approve adjourning the 2026 Annual Meeting, if necessary, to solicit additional proxies to approve proposals one and two.
Elect six directors (John R. Loftus, Vince A. Ackerson, Alexandra C. Griffin, Jim R. Ruth, Richard D. Schepp, and Vicky C. Teherani) to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the appointment of Whitley Penn, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve adjourning the 2026 Annual Meeting, if necessary, to solicit additional proxies in favor of the Board’s recommended actions with respect to Proposals One and Two.
This proposal seeks shareholder approval to authorize the presiding officers to adjourn the 2026 Annual Meeting, if necessary, to solicit additional proxies to obtain sufficient votes for the approval of Proposals One (the election of six directors) and Two (the ratification of Whitley Penn as the independent auditor). Management is proposing this adjournment authority as a procedural mechanism to allow additional time and outreach if stockholder support falls short of the required thresholds, thereby preserving the Board’s ability to secure ratification of its recommended actions without convening a separate special meeting. The proposal is typically used where vote outcomes are uncertain or where broker non-votes or abstentions could prevent approval; it does not change the substance of the underlying proposals but provides flexibility in timing and solicitation. The Board unanimously recommends a vote FOR the adjournment, arguing that it would be in shareholders’ interests to avoid the delay and expense of reconvening or holding a special meeting and to provide management the opportunity to solicit additional proxies if needed. From a governance perspective, the adjournment authority is standard practice and does not diminish shareholder rights—any adjournment would still require a shareholder vote and would be subject to the vote thresholds specified in the proxy materials. However, extended adjournments can delay finality and prolong uncertainty for shareholders; they can also be seen as a tool for the controlling shareholder or management to secure desired outcomes through additional solicitation. Given the company’s ownership concentration (control asserted by John R. Loftus holding a majority of voting power), the practical risk of extended adjournment altering the final results is contextually reduced but not eliminated. In evaluating this proposal, a sophisticated analyst should weigh the procedural benefits and typical benign use of adjournment authority against the potential for strategic use to change solicitation dynamics, particularly in companies with concentrated ownership. The Board’s unified recommendation and the routine nature of the mechanism suggest limited controversy, but monitoring any subsequent solicitation period for materially new disclosures or communications would be prudent.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Mink Brook Asset Management LLC | 4.9% | 1,277,053 | $21M |
| 2 | Topline Capital Management, LLC | 3.0% | 779,949 | $13M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.5% | 392,008 | $7M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 1.0% | 261,004 | $4M |
| 5 | Allspring Global Investments Holdings, LLC | 0.8% | 209,257 | $3M |
| 6 | BlackRock, Inc. | 0.8% | 195,531 | $3M |
| 7 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 0.6% | 164,980 | $3M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.5% | 128,981 | $2M |
| 9 | SEI INVESTMENTS CO | 0.5% | 118,342 | $2M |
| 10 | Nuveen, LLC | 0.4% | 113,530 | $2M |
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