Independent
Tenure on this board
9.1 yrs
8 nominees · 4 ballot items.
Election of eight directors, ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026, advisory vote on the compensation of named executive officers, and approval of the 2025 Long-Term Incentive Compensation Plan.
Nominates eight individuals for election to the Board of Directors to serve until the next annual meeting; Mr. Hugar will retire and is not standing for reelection.
Ratifies Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2026; the Audit Committee and Board endorse this choice and note prior oversight of Deloitte’s engagement.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Approval of the 2025 Long-Term Incentive Plan to replace the 2016 Plan; the Plan authorizes awards of stock options, restricted stock, SARs, and other equity-based awards, administered by a independent Compensation Committee; the Plan contemplates equity grants to non-employee directors and employees.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Northern Right Capital Management, L.P.Activist | 13.5% | 4,243,168 | $8M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 1.7% | 546,976 | $1M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 533,944 | $998K |
| 4 | BlackRock, Inc. | 1.0% | 299,283 | $560K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.3% | 103,088 | $193K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.3% | 89,145 | $167K |
| 7 | STATE STREET CORP | 0.3% | 82,917 | $155K |
| 8 | MORGAN STANLEY | 0.1% | 46,124 | $86K |
| 9 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.1% | 41,545 | $78K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 35,780 | $67K |
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