Not independent
Tenure on this board
10.1 yrs
7 nominees · 3 ballot items.
Election of seven directors; Ratification of Deloitte & Touche LLP as independent auditor for 2026; Advisory approval of named executive officers’ compensation (say-on-pay).
Elect seven directors to serve until the 2027 annual meeting.
Ratify Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2026.
This management proposal asks shareholders to ratify the Audit and Risk Committee's selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2026. Management seeks shareholder approval primarily as a customary governance practice to confirm the auditor selection and to demonstrate investor support; it also allows the Audit and Risk Committee to reconsider its choice if not ratified. The proposal is routine and non-controversial; Deloitte has served since 2003, and the Audit and Risk Committee has reviewed Deloitte’s independence, fees, and services provided. The board recommends a vote FOR, stating that a Deloitte representative will be available at the meeting and noting that ratification requires a majority of votes cast. The recommendation emphasizes Deloitte’s long tenure and the committee’s pre-approval of audit and permitted non-audit services.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory 'say-on-pay' approval of the disclosed compensation for the company's named executive officers. Management frames its compensation program as aligned with stockholder interests, combining base salary, annual incentives, long-term incentives (primarily RSUs), and employment agreements with performance goals. The Board recommends FOR. The proposal is non-binding but the Board and Compensation Committee will consider the vote outcome in future compensation decisions. The context includes use of an independent compensation consultant in 2023, target incentive structures, and employment agreements containing change-in-control and termination provisions that provide significant severance and vesting protections. Given the company's pay practices—such as RSUs, performance-driven incentives, and retention-focused long-term awards—the recommendation to vote FOR is grounded in alignment claims and market benchmarking.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Handelsbanken Fonder AB | 4.46% | 1,281,703 | $10M |
| 2 | HEARTLAND ADVISORS INC | 2.89% | 831,100 | $6M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.07% | 595,253 | $5M |
| 4 | North Star Investment Management Corp. | 1.44% | 415,448 | $3M |
| 5 | BlackRock, Inc. | 1.42% | 409,782 | $3M |
| 6 | Redmond Asset Management, LLC | 1.15% | 329,686 | $3M |
| 7 | WELLS FARGO COMPANY/MN | 1.06% | 305,189 | $2M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.04% | 297,995 | $2M |
| 9 | STATE STREET CORP | 0.83% | 237,850 | $2M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 0.66% | 190,547 | $1M |
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