Independent
Tenure on this board
8.8 yrs
5 nominees · 3 ballot items.
Election of five directors; Ratification of Grant Thornton LLP as independent auditors; Non-binding advisory vote to approve executive compensation (say-on-pay).
Elect five directors to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027.
The proposal asks shareholders to ratify management’s appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal 2027. Management is seeking approval as a matter of good corporate governance and to confirm the Audit Committee’s recommended engagement of Grant Thornton; ratification is not legally required but would signal stockholder support. The Audit Committee pre-approved the firm and the firm provided audit and audit-related services; fees for fiscal 2026 and 2025 are disclosed, with audit and audit-related services comprising significant portions and some services related to the recent Offering and an employee benefit plan audit. The Board recommends a vote FOR, citing its belief that the appointment is in the best interests of the Company and its stockholders; it notes that failure to ratify would prompt the Audit Committee to reconsider the engagement, and ratification would not prevent the committee from changing auditors during the year if warranted. The vote requires a majority of shares present and entitled to vote. The company frames the proposal as routine, allowing brokers to vote in the absence of instructions, and expects no broker non-votes for this item. The Audit Committee’s oversight, pre-approval policies, and the independent auditor’s presence at the meeting are described.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the overall compensation of the Named Executive Officers as disclosed in the proxy statement. Management seeks the advisory vote in compliance with the Dodd-Frank Act and SEC rules and to receive stockholder feedback on executive pay practices. The proposal covers the overall compensation and policies, not specific elements, and the Board recommends FOR. The company states it will consider results and may adjust practices if there is significant opposition, but the vote is advisory and not binding. The vote requires a majority of shares present and entitled to vote; abstentions count as against the proposal. The company indicates it expects to hold future advisory votes annually unless the Board changes its policy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Edenbrook Capital, LLC | 16.23% | 1,602,306 | $71M |
| 2 | DRIEHAUS CAPITAL MANAGEMENT LLC | 4.98% | 491,901 | $22M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.86% | 282,441 | $13M |
| 4 | Edenbrook Capital, LLC | 2.75% | 271,504 | $12M |
| 5 | GOLDMAN SACHS GROUP INC | 2.50% | 246,320 | $11M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 2.47% | 243,634 | $11M |
| 7 | BlackRock, Inc. | 2.36% | 232,896 | $10M |
| 8 | NEXT CENTURY GROWTH INVESTORS LLC | 2.19% | 216,374 | $10M |
| 9 | SEGALL BRYANT HAMILL, LLC | 2.15% | 212,115 | $9M |
| 10 | BlackRock, Inc. | 2.09% | 206,001 | $9M |
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