Independent
Tenure on this board
6.1 yrs
8 nominees · 3 ballot items.
Fix the number of directors at nine and elect nine directors; advisory approval of named executive officer compensation; ratify Ernst & Young LLP as independent auditors for 2026; and transact any other properly presented business.
Set the board size to nine directors and elect nine nominees to hold office until the next annual meeting.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This is a management-requested, non-binding advisory vote asking shareholders to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy materials. Management is seeking shareholder endorsement of its compensation philosophy and specific pay practices—emphasizing pay-for-performance elements such as profit sharing, performance share units (PSUs) with two-year performance metrics, and service-based restricted share units (RSUs)—to validate its approach to aligning executive incentives with operating income, working capital management, and long-term shareholder value. The Board and Compensation Committee recommend a vote FOR, citing the use of peer benchmarking, independent compensation consultants, a mix of performance- and service-based equity awards, stock ownership policies, clawback and insider trading protections, and prior positive advisory vote outcomes as rationale for their recommendation. While advisory and non-binding, shareholder approval provides important feedback to the Compensation Committee and is considered in future compensation decisions; management notes that the results will be considered but are not mandatory. The proposal's context includes detailed disclosure of CEO pay, pay ratio, PSU and RSU grant structures, performance metrics, and post-termination vesting scenarios, which should be evaluated by shareholders against company performance and governance practices. Potential controversies could center on pay quantum relative to peer groups and realized pay, but the company emphasizes robust governance processes, independent oversight, and alignment mechanisms to mitigate such concerns.
Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.6% | 1,212,611 | $75M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.1% | 1,070,560 | $67M |
| 3 | Mechanics Financial Corp | 3.8% | 1,007,456 | $18M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 917,688 | $57M |
| 5 | VICTORY CAPITAL MANAGEMENT INC | 2.9% | 772,325 | $48M |
| 6 | GABELLI FUNDS LLC | 2.9% | 768,226 | $48M |
| 7 | BlackRock, Inc. | 2.7% | 725,555 | $45M |
| 8 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 2.7% | 702,375 | $44M |
| 9 | BlackRock, Inc. | 2.2% | 592,239 | $37M |
| 10 | GAMCO INVESTORS, INC. ET AL | 2.2% | 582,470 | $36M |
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