Not independent
Tenure on this board
12.7 yrs
5 nominees · 3 ballot items.
Election of five directors; Ratification of Baker Tilly US, LLP as independent registered public accounting firm for fiscal year ending September 30, 2026; Advisory (non-binding) approval of named executive officers’ compensation.
Elect five directors (Richard S. Danforth, William H. Dodd, W. Craig Fugate, R. Rimmy Malhotra, Susan Lee Schmeiser) to serve until the 2027 annual meeting and until their successors are elected and qualified.
Ratify Baker Tilly US, LLP as the company’s independent registered public accounting firm for fiscal year ending September 30, 2026.
The Audit Committee has selected Baker Tilly US, LLP as the independent registered public accounting firm for fiscal year 2026 and seeks stockholder ratification. While not required by bylaws, stockholder ratification provides governance validation; if not ratified the Audit Committee will consider the vote in evaluating whether to continue the engagement but may retain the firm regardless. The proposal asks for a majority of votes cast to ratify. The Board recommends voting FOR, citing Audit Committee oversight and pre-approval policies to ensure the firm’s independence and compatibility with audit services.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory say-on-pay proposal asks stockholders to approve, on a non-binding basis, the compensation of the named executive officers as disclosed. Management frames the program as performance-aligned, designed to attract and retain executives, and cites prior support (74.99% in 2025). The Board will consider the outcome when making future compensation decisions. A majority of votes cast is required for approval; the Board recommends voting FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | INTEGRITY WEALTH ADVISORS, INC. | 14.24% | 6,487,209 | $12M |
| 2 | AWM Investment Company, Inc.Activist | 12.41% | 5,649,544 | $10M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.97% | 1,809,142 | $3M |
| 4 | Pacific Ridge Capital Partners, LLC | 3.19% | 1,452,159 | $3M |
| 5 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 3.19% | 1,450,648 | $3M |
| 6 | Manatuck Hill Partners, LLC | 2.77% | 1,261,496 | $2M |
| 7 | AlphaCore Capital LLC | 2.35% | 1,069,190 | $2M |
| 8 | FNY Investment Advisers, LLC | 1.48% | 675,552 | $1M |
| 9 | BlackRock, Inc. | 1.20% | 546,711 | $995K |
| 10 | Fi3 FINANCIAL ADVISORS, LLC | 1.06% | 480,692 | $875K |
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