Not independent
Tenure on this board
3.7 yrs
5 nominees · 3 ballot items.
Elect five directors to the Board; approve, on an advisory basis, the compensation of the Company’s named executive officers (say-on-pay); and ratify the selection of CohnReznick LLP as the Company’s independent auditors for fiscal year ending June 30, 2026.
Elect five directors to the Board of Directors to hold office until the next annual meeting: Timothy Damadian, Robert M. Carrino, Ronald G. Lehman, Richard E. Turk and Jessica Maher.
Non-binding, advisory vote to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy (the "say-on-pay" advisory resolution).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy statement. Management frames the vote as an assessment of the company’s overall pay-for-performance policy and the mix of salary, bonuses and other compensation disclosed in the Compensation Discussion and Analysis and related tables. The Board recommends a vote FOR, arguing that the program rewards sustained financial and operating performance, aligns executives’ long-term interests with stockholders, and helps retain leadership. From a governance perspective, the company is a controlled company (the Chairman/CEO controls a majority of voting power) and does not have a standing compensation committee, with the CEO participating directly in compensation decisions—factors that investors and proxy advisors often consider when evaluating say-on-pay proposals. The vote is advisory only (non-binding), but management commits to reviewing the voting results when evaluating compensation practices going forward. Key contextual considerations include the company’s recent financial performance (consecutive profitable quarters noted in the letter) and the absence of a formal compensation committee, which could raise oversight concerns for some institutional investors. The outcome will signal shareholder acceptance or dissent regarding pay practices and could prompt management or the Board to make changes even though the vote is non-binding. Given the Board’s explicit recommendation and the company’s rationale, management is seeking shareholder endorsement to validate its existing compensation framework.
Ratify the Board’s selection of CohnReznick LLP as the Company’s independent auditors for the fiscal year ending June 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MONEY CONCEPTS CAPITAL CORP | 7.59% | 497,482 | $9M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.08% | 333,269 | $6M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.70% | 308,201 | $6M |
| 4 | FNY Investment Advisers, LLC | 3.86% | 252,806 | $5M |
| 5 | Groupe la Francaise | 1.81% | 118,800 | $2M |
| 6 | Peapod Lane Capital LLC | 1.73% | 113,662 | $2M |
| 7 | GABELLI FUNDS LLC | 1.38% | 90,514 | $2M |
| 8 | RBF Capital, LLC | 1.37% | 89,534 | $2M |
| 9 | TWO SIGMA INVESTMENTS, LP | 1.23% | 80,710 | $1M |
| 10 | CREDIT INDUSTRIEL ET COMMERCIAL | 1.21% | 79,200 | $1M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.