Not independent
Tenure on this board
24.4 yrs
5 nominees · 3 ballot items.
Election of five directors; Ratification of Ernst & Young LLP as independent auditor for 2026; Advisory (non-binding) approval of executive compensation (say-on-pay).
Election of five directors to serve one-year terms expiring at the 2027 Annual Meeting.
Ratify Audit Committee’s appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Proposal asks shareholders to ratify EY as independent auditor for 2026; management seeks approval as a governance measure though not legally required; Audit Committee selected EY given long-standing relationship since 2003 and pre-approval of services; ratification provides shareholder input and legitimacy though the Audit Committee retains discretion to change auditors. Voting for supports continuity and avoids signaling audit concerns; management recommends FOR citing auditor’s tenure and committee oversight of independence and pre-approval procedures. The board’s rationale emphasizes the Audit Committee’s role, the pre-approval policy for services, and the transparency of seeking shareholder ratification despite it being non-binding.
Non-binding, advisory vote to approve compensation paid to the Named Executive Officers as disclosed in the proxy statement.
This advisory proposal requests stockholder approval of NEO compensation as disclosed in the proxy materials. Management seeks endorsement to confirm alignment with shareholder interests and to validate its compensation philosophy that emphasizes competitive base salary, discretionary cash bonuses tied to corporate and individual performance, limited use of equity awards, and a change-in-control program. The Board points to past shareholder support (over 87% in prior years) and uses say-on-pay outcomes to inform future compensation decisions. The proposal is non-binding, intended to solicit feedback; a vote FOR signals shareholder alignment with the Compensation Committee’s subjective, multi-factor approach, while a vote AGAINST would prompt the Committee to reevaluate elements such as bonus levels, use of equity, and pay levels relative to peers.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRIVATE MANAGEMENT GROUP INC | 9.7% | 10,053,618 | $7M |
| 2 | Newtyn Management, LLC | 6.9% | 7,150,000 | $5M |
| 3 | Converium Capital Inc.Activist | 6.4% | 6,608,478 | $4M |
| 4 | BANK OF AMERICA CORP /DE/ | 4.0% | 4,118,724 | $3M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 3,615,766 | $2M |
| 6 | BlackRock, Inc. | 3.0% | 3,084,555 | $2M |
| 7 | GUARDSMAN PRIVATE CAPITAL MANAGEMENT, INC. | 2.8% | 2,869,173 | $2M |
| 8 | BlackRock, Inc. | 2.3% | 2,426,984 | $2M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 2.1% | 2,209,178 | $1M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 1,977,322 | $1M |
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