Independent
Tenure on this board
15.0 yrs
9 nominees · 4 ballot items.
Four proposals: (1) Elect nine directors to the Board; (2) Advisory (non-binding) vote to approve executive compensation (say-on-pay); (3) Ratify Grant Thornton LLP as independent registered public accounting firm for fiscal 2026; (4) Approve an amendment to the 2020 Amended Omnibus Incentive Plan to increase the share reserve by 2,500,000 shares.
Elect nine directors to the Board of Directors, each to serve one-year terms until the next annual meeting and until successors are chosen and qualified.
Non-binding advisory approval of the compensation of the Company's Named Executive Officers as disclosed in the Compensation Discussion and Analysis and related tables and narrative.
This management-sponsored, non-binding say-on-pay proposal asks shareholders to approve the disclosed compensation of the Company's Named Executive Officers. Management frames the program as designed to attract, motivate and retain executive talent while aligning pay with the Company’s long-term strategic objectives, using a mix of base salary, annual cash incentives tied to income before income taxes, and long-term equity (stock options, RSUs and PSUs) with multi-year vesting. The Board emphasizes that a substantial portion of NEO pay is at-risk and linked to company performance (including relative TSR for PSUs), and notes the use of caps, stock ownership guidelines, clawback provisions and no hedging policies to limit inappropriate risk-taking. The vote is advisory and therefore non-binding, but the Board and the NCSO Committee will consider the outcome and shareholder feedback when setting future compensation. The filing highlights that approximately 94% of votes in 2025 supported the prior say-on-pay, which the Board views as validation of its compensation approach. For governance context, the proposal requires a simple majority of votes cast to pass; abstentions and broker non-votes are not counted as against votes. Investors evaluating the proposal should weigh the alignment features (performance-based equity, double-trigger change-in-control protections, stock ownership requirements) against dilution and the absolute levels of pay disclosed in the Summary Compensation Table. Given management’s recommendation and recent high shareholder support, the Board expects a FOR result but will monitor shareholder feedback and benchmarking in setting future awards.
Approve and ratify Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Amended 2020 Omnibus Incentive Plan to increase the number of shares authorized for issuance under the plan by 2,500,000 shares.
This management proposal requests shareholder approval to increase the share reserve of the Amended 2020 Omnibus Incentive Plan by 2,500,000 shares to support future equity grants. Management justifies the refresh as necessary to attract, retain and incentivize executives and other key employees in a competitive labor market and notes that the plan lacks an evergreen provision, so shareholder approval is required for any increase. The filing quantifies the request: the additional 2.5M shares represent approximately 3.6% of shares outstanding as of March 30, 2026, and management states remaining availability was ~1.301M shares, with total overhang including outstanding awards at ~7.5%. The amendment includes customary plan features intended to limit dilution and governance risk, such as a one-year minimum vesting requirement (with limited exceptions), no liberal share recycling, a $300,000 annual non-employee director compensation limit, prohibitions on repricing options without shareholder approval, and double-trigger change-in-control protections for vesting. From a governance and investor perspective, analysts will weigh the dilutive impact and the company’s burn rate against the benefits of maintaining an effective equity program tied to performance metrics (RSUs, PSUs and options with multi-year vesting). The Board recommends FOR the amendment and frames the requested increase as a responsible multi-year refresh that is expected to cover approximately three to four years of grant activity, subject to business conditions, stock price and hiring needs. Investors may evaluate the proposal relative to peer practices, disclosed overhang, and the company’s recent equity usage and retention outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.78% | 7,398,186 | $137M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.06% | 4,846,133 | $90M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.54% | 3,119,545 | $58M |
| 4 | STATE STREET CORP | 4.11% | 2,819,125 | $52M |
| 5 | MACKENZIE FINANCIAL CORP | 3.89% | 2,672,214 | $50M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.65% | 2,508,427 | $47M |
| 7 | BlackRock, Inc. | 3.64% | 2,498,083 | $46M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.35% | 2,301,053 | $43M |
| 9 | ROYCE ASSOCIATES LP | 3.12% | 2,143,237 | $40M |
| 10 | AMERIPRISE FINANCIAL INC | 3.06% | 2,103,039 | $39M |
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