Not independent
Tenure on this board
10.7 yrs
6 nominees · 4 ballot items.
Elect six directors; advisory vote on executive compensation (Say-on-Pay); ratify Baker Tilly as independent auditors; amend Articles to allow shareholders to amend Bylaws; transact other business.
Elect six director nominees to the board to serve until the next annual meeting.
Non-binding, advisory vote to approve compensation of Named Executive Officers as disclosed in the proxy statement (Say-on-Pay).
Proposal 2 asks shareholders to cast a non-binding advisory vote approving the compensation paid to the Company’s Named Executive Officers as described in the proxy statement. Management presents this vote as a mechanism for shareholders to endorse executive pay practices; the Compensation Committee will consider the outcome in setting future pay but is not bound by it. The company states its compensation policies are competitive, focused on pay-for-performance and aligned with long-term shareholder interests; it highlights elements such as base salary, bonuses and equity awards disclosed in the Summary Compensation Table. Because the vote is advisory, it raises limited governance consequences directly, but a negative vote could prompt the Compensation Committee to revise pay practices or increase shareholder engagement. The board recommends a vote FOR this resolution, asserting the current program aligns management incentives with shareholder returns. The context includes significant equity awards and performance-based vesting for NEOs and the existence of a formal Clawback Policy and severance/change-in-control arrangements; these could affect investor perceptions of pay alignment. Analysts should weigh the size and composition of realized compensation relative to TSR and net income shown in the Pay Versus Performance disclosures when evaluating the merits of the compensation program. If shareholders express disapproval, management may face reputational pressure and potential adjustments to incentive design despite the non-binding nature of the vote.
Ratify Baker Tilly US, LLP as the Company’s independent registered public accounting firm for fiscal year ending March 31, 2027.
Amend Articles to add Article Twelve allowing shareholders to adopt, amend, or repeal bylaws with at least 75% affirmative vote of outstanding voting shares.
Proposal 4 requests shareholder approval to amend the Company’s Articles of Incorporation to permit shareholders to adopt, amend, or repeal the Company’s bylaws but only with a supermajority threshold of 75% of outstanding voting power. Management argues this change clarifies and codifies the dual power of the board and shareholders over bylaw amendments while preserving board authority by requiring a high shareholder vote. The amendment is governance-restrictive relative to a simple-majority shareholder amendment right and could insulate the board from shareholder-initiated bylaw changes, making it more difficult for shareholders to effect governance reforms without broad consensus. The proposal’s adoption would require a two-thirds vote under the Company’s voting rules to approve the Article amendment itself, and abstentions and broker non-votes will count against approval, increasing the effective hurdle. For sophisticated analysts, the key considerations include the company’s rationale for the 75% threshold, the company’s current governance profile and shareholder base concentration (noting Dimensional Fund Advisors at 7.5% and De Lisle at 5.8%), and potential motivations such as preventing activist bylaw changes. If approved, the amendment may reduce flexibility for shareholder proposals and entrench current governance arrangements; however, it may also provide clarity and protect against short-term or minority-driven bylaw changes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 7.34% | 529,188 | $17M |
| 2 | De Lisle Partners LLP | 5.61% | 404,845 | $13M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.24% | 305,664 | $10M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 4.13% | 297,882 | $10M |
| 5 | GENDELL JEFFREY L | 3.71% | 267,952 | $9M |
| 6 | BlackRock, Inc. | 3.59% | 259,038 | $8M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.04% | 147,330 | $5M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 1.94% | 139,682 | $4M |
| 9 | Truffle Hound Capital, LLC | 1.62% | 116,551 | $4M |
| 10 | BlackRock, Inc. | 1.40% | 100,894 | $3M |
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