Independent
Tenure on this board
20.4 yrs
1 nominee · 4 ballot items.
Election of one director (John R. Harris); approval of an amendment to the Employee Stock Purchase Plan to add 250,000 shares and extend its term to July 1, 2031; advisory 'say-on-pay' vote on executive compensation; and ratification of RSM US LLP as the company’s independent registered public accounting firm for fiscal 2027.
Elect John R. Harris to the Board of Directors for a three-year term expiring in 2029.
Approve an amendment to the Employee Stock Purchase Plan to increase shares authorized by 250,000 and extend the plan term to July 1, 2031.
Proposal 2 requests shareholder approval to amend the Company’s Employee Stock Purchase Plan (Purchase Plan) to increase authorized shares by 250,000 and extend the plan expiration from July 1, 2028 to July 1, 2031. Management frames the amendment as necessary to ensure sufficient shares are available to cover employee purchases through 2026 and to preserve the Purchase Plan as a recruitment, retention and employee-alignment tool. The amendment would increase total shares available under the Purchase Plan to 5,025,000 and maintain existing participation, pricing (minimum 95% of fair market value on the last trading day of the offering period), and limitations (10% payroll deduction cap, $25,000 annual purchase limit and a 400,000-per-offering cap). The Board emphasizes that the plan promotes employee ownership and aligns employees with shareholder interests, and that approval requires a majority of votes cast by shares present or represented at the meeting. From a governance perspective, the plan is administered by the Compensation Committee and contains customary amendment and termination provisions and protections for vested participant rights. The Board recommends a vote FOR the proposal, arguing the amendment is a routine capital-management step to preserve an important compensation tool; shareholders should consider dilution (the incremental 250,000 shares relative to ~25.2 million outstanding shares) and the historical issuance pace under the plan when assessing long-term shareholder dilution and potential value transfer to employees. If approved, the extension provides the company the flexibility to continue ESPP offerings for an additional three years without further shareholder action; the company notes it will reassess and seek shareholder approval for additional shares as needed after covering offering periods through 2026.
Advisory (non-binding) vote to approve the Company’s executive compensation as disclosed in the proxy statement, including the CD&A, compensation tables and narrative.
Proposal 3 is a non-binding advisory vote asking shareholders to approve the Company’s executive compensation as disclosed in the proxy statement (CD&A, compensation tables and narratives). Management asserts its program is pay-for-performance, with significant portions of NEO pay tied to adjusted diluted net earnings per share targets and long-term performance-based restricted stock units that vest over three years. The background context includes a one-time Stock Price Awards program granted in September 2024 that reduced annual equity opportunities for participants by 50% during the performance period, and a disappointing 2025 'say-on-pay' outcome (≈44% support in 2025) that prompted enhanced disclosure and shareholder outreach. Management argues it has responded by committing not to grant additional special awards until the Stock Price Awards performance period ends, reducing future annual equity opportunities for participants, enhancing disclosure, and increasing engagement to address shareholder concerns. The Board recommends 'FOR' the proposal because it believes the programs align executives’ incentives with long-term shareholder value, promote retention, and have measurable performance conditions; however, shareholders should weigh the Stock Price Awards' scale and strategic rationale, historical say-on-pay support trends, and how the company's recent strategic pivot to Gen AI and related incentives impact long-term value creation.
Ratify the Audit Committee’s appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ROYCE ASSOCIATES LP | 11.8% | 2,963,482 | $39M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 995,175 | $13M |
| 3 | BlackRock, Inc. | 3.9% | 985,888 | $13M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 3.6% | 900,128 | $12M |
| 5 | STATE STREET CORP | 3.2% | 805,353 | $11M |
| 6 | TWO SIGMA INVESTMENTS, LP | 3.2% | 798,926 | $10M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.1% | 775,179 | $10M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.1% | 771,597 | $10M |
| 9 | BlackRock, Inc. | 2.6% | 658,961 | $9M |
| 10 | BANK OF AMERICA CORP /DE/ | 2.5% | 633,465 | $8M |
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