Independent
Tenure on this board
5.3 yrs
7 nominees · 3 ballot items.
Elect seven directors to one-year terms; ratify KPMG LLP as independent auditors for fiscal 2027; and cast a non-binding advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers.
Elect seven nominees named in the proxy (Maria C. Duey, Paulette Garafalo, Christopher L. Henson, Jeremy R. Hoff, Paul A. Huckfeldt, Tonya H. Jackson, and Ellen C. Taaffe) to serve one-year terms on the Company’s Board of Directors.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
A non-binding, advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s named executive officer compensation as disclosed in the proxy. Management seeks shareholder approval as an endorsement of its compensation philosophy and practices—designed to attract and retain senior executives and to align pay with performance—while also using the advisory result as feedback for the Compensation Committee. The proxy highlights governance features supporting the program: an independent Compensation Committee composed solely of independent directors, use of an independent compensation consultant (Pearl Meyer), clawback policy, stock ownership guidelines, and restrictions on hedging and pledging. The compensation program mixes fixed pay, an annual cash incentive tied to objective company measures (consolidated net sales and operating income for fiscal 2026), and long-term equity incentives (PSUs and RSUs) that emphasize absolute EPS compound growth and relative TSR versus a peer group. The Company reports that these long-term incentives are predominantly performance-based and that the PSUs and TSR metrics are intended to align executive and shareholder value over multi-year periods. The proxy also notes prior shareholder support (over 91% approval at the 2025 meeting) and indicates the Committee did not materially change program structure in response, signaling continuity and shareholder alignment. Although advisory and non-binding, a significant vote against would prompt the Compensation Committee to consider adjustments; the Board recommends a vote FOR because it views the program as balanced, performance-oriented, and governed by robust processes and oversight.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PZENA INVESTMENT MANAGEMENT LLC | 12.83% | 1,382,690 | $16M |
| 2 | DONALD SMITH CO., INC. | 9.90% | 1,066,754 | $12M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.28% | 677,058 | $8M |
| 4 | VANGUARD GROUP INC | 4.93% | 531,435 | $6M |
| 5 | RBF Capital, LLC | 4.92% | 530,596 | $6M |
| 6 | Azarias Capital Management, L.P. | 4.39% | 473,179 | $5M |
| 7 | AMERIPRISE FINANCIAL INC | 4.09% | 440,811 | $5M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.40% | 366,761 | $4M |
| 9 | First Eagle Investment Management, LLC | 3.33% | 359,350 | $4M |
| 10 | BlackRock, Inc. | 2.14% | 231,222 | $3M |
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