Not independent
Tenure on this board
26.2 yrs
Also a director at
Twin Disc Inc (TWIN)
8 nominees · 3 ballot items.
Elect eight directors; advisory vote to approve named executive officer compensation (Say on Pay); ratify Deloitte & Touche LLP as independent registered public accounting firm; transact any other business properly brought before the meeting.
Elect eight directors to serve until the next annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve compensation paid to named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to cast an advisory (non-binding) vote to approve the company’s executive compensation disclosures (CD&A, tables, narrative). Management seeks approval as a signal of shareholder support for the compensation philosophy, pay-for-performance design, and recent compensation actions. The Compensation Committee explains the program’s alignment with shareholder interests through pay mix (significant at-risk and equity-based compensation), performance metrics (operating income margin, net income, free cash flow), clawback and stock ownership policies, and independent consultant input. The Board cites historically high shareholder support (about 93% in 2025) as evidence that the program meets shareholder expectations and indicates the Compensation Committee will consider vote outcomes in future decisions. The vote is non-binding; however, a negative outcome would prompt the Committee to reassess elements of the program. The recommendation is FOR on the grounds of alignment with historical shareholder sentiment and governance safeguards including independent consultant review, recoupment policy, and disclosure of peer benchmarking.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending October 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRANDES INVESTMENT PARTNERS, LP | 6.91% | 445,355 | $7M |
| 2 | Oppenheimer Close, LLC | 6.63% | 427,510 | $7M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.77% | 371,885 | $6M |
| 4 | Brooklands Fund Management Ltd | 4.74% | 305,691 | $5M |
| 5 | AMERIPRISE FINANCIAL INC | 4.16% | 268,014 | $4M |
| 6 | VANGUARD GROUP INC | 3.92% | 252,833 | $4M |
| 7 | Meros Investment Management, LP | 3.38% | 217,688 | $3M |
| 8 | Peapod Lane Capital LLC | 3.10% | 200,121 | $3M |
| 9 | IFP Advisors, Inc | 2.97% | 191,204 | $3M |
| 10 | Pacific Ridge Capital Partners, LLC | 2.57% | 165,503 | $3M |
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