Independent
Tenure on this board
2.0 yrs
5 nominees · 4 ballot items.
Elect five directors; approve, on a non-binding advisory basis, the compensation of the named executive officers ('Say on Pay'); ratify KPMG LLP as the independent registered public accounting firm for fiscal 2026; and approve an amendment to the 2025 Omnibus Incentive Compensation Plan to increase the share reserve by 2,000,000 shares.
Elect five directors (Dale W. Boyles, Christine M. Gorjanc, Jerome Lorrain, Shawn Stewart and Paul Svindland) to serve until the 2027 Annual Meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related narrative.
This proposal requests a non-binding, advisory shareholder approval of the named executive officers’ compensation as disclosed in the proxy (the company’s annual 'say on pay'). Management frames pay as market-competitive and heavily performance-based, with annual cash incentives tied to Adjusted EBITDA and Unlevered Free Cash Flow and long-term incentives principally tied to relative TSR over multi-year periods. The Compensation Committee retained an independent compensation consultant and describes a pay mix that places material compensation 'at risk' via performance shares and restricted stock; special one-time awards tied to the strategic review were also disclosed. The Board is seeking shareholder endorsement to legitimize its pay philosophy and to signal continued alignment between executive incentives and stockholder interests, particularly during integration of Omni and an ongoing strategic alternatives review. Because the vote is advisory, the outcome will not directly change compensation but will be formally considered by the Board and Compensation Committee when setting future pay. Key governance features (clawback policies, double-trigger change-in-control vesting, stock ownership guidelines, prohibition on hedging/pledging, and limits on option repricing) are emphasized by management to mitigate risk and align incentives. The Board recommends FOR, citing strong alignment with stockholder value creation and positive prior shareholder feedback; however, investors should weigh recent disclosures of special awards tied to a strategic review and the impact of TSR performance (including a 0% payout for the 2023-2025 TSR performance cycle) when assessing whether pay outcomes are appropriately linked to realized performance. In evaluating the proposal, a sophisticated analyst should consider the balance of retention-focused one-time awards versus ongoing performance measures, the company's recent financial results and integration risks from Omni, and potential dilution from equity grants; the advisory vote is a governance signal that can influence future plan design and committee discretion.
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2026 fiscal year.
Approve an amendment to the 2025 Omnibus Incentive Compensation Plan to increase the number of shares available for issuance by 2,000,000 shares (from approximately 646,152 to 2,646,152 as of April 21, 2026).
This management proposal asks shareholders to approve an amendment to the 2025 Omnibus Incentive Compensation Plan to increase the share reserve by 2,000,000 shares (bringing the total available to 2,646,152 as of April 21, 2026). The Board frames the requested increase as necessary to continue granting equity awards used to attract, retain and motivate employees, directors and consultants without increasing cash compensation, especially given competitive labor markets and integration activity following the Omni acquisition. The Compensation Committee evaluated historical grant and forfeiture levels, stock price, anticipated usage and determined this reserve should cover expected needs for approximately three years (subject to hiring, grant practices, stock price and other variables). The proposal emphasizes governance safeguards in the plan (no evergreen, no liberal share recycling, repricing prohibited without stockholder approval, minimum vesting standards, double-trigger change-in-control vesting, limits on dividends on unearned performance awards), designed to mitigate dilution and align awards with long-term shareholder value. If approved, the amendment will be effective immediately and the full Amendment text (Annex A) replaces Section 5(a) to set the Share Pool to 2,646,152 shares. From a sophisticated-analyst perspective, key considerations include the company's historical burn rates (notably elevated in 2024 due to the Omni acquisition and 2.8% in 2025), the anticipated cadence and mix of grants (full-value awards vs. options), and the dilution impact relative to outstanding shares and existing equity overhang. The Committee’s stated three-year runway assumption depends on continued forfeiture and issuance patterns; investors should model dilution under different stock-price and hiring scenarios and scrutinize the use of one-time 'Special Awards' and retention grants tied to strategic reviews. Overall, the amendment is a routine request for additional approved shares for compensation use, but its impact on share count, dilution and executive incentive alignment should be evaluated in the context of recent governance disclosures and the company's strategic alternatives review.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CLEARLAKE CAPITAL GROUP, L.P. | 12.1% | 3,825,000 | $64M |
| 2 | BlackRock, Inc. | 7.4% | 2,355,778 | $39M |
| 3 | Irenic Capital Management LP | 3.9% | 1,229,819 | $21M |
| 4 | PRIVATE MANAGEMENT GROUP INC | 3.7% | 1,155,405 | $19M |
| 5 | FMR LLC | 3.4% | 1,062,949 | $18M |
| 6 | STATE STREET CORP | 3.3% | 1,053,359 | $18M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 1,026,697 | $17M |
| 8 | Paralel Advisors LLC | 3.1% | 975,000 | $16M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.8% | 898,220 | $15M |
| 10 | Melqart Asset Management (UK) Ltd | 2.8% | 877,744 | $15M |
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