Independent
Tenure on this board
3.1 yrs
15 nominees · 4 ballot items.
Elect fifteen directors; cast an advisory (non-binding) vote to approve Named Executive Officer compensation (say-on-pay); approve an amendment and restatement of the Non-Employee Directors' Equity Compensation Plan to increase the share reserve and extend the plan term; and confirm Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Election of fifteen director nominees to serve for a one-year term until the next annual meeting and until their successors are elected.
Non-binding, advisory vote to approve the compensation of the Company's Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This non-binding advisory proposal asks shareholders to approve the Company's Named Executive Officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narratives. Management seeks this advisory approval annually to provide shareholders with a formal opportunity to express their views on executive pay and to allow the Board and Compensation Committee to consider shareholder feedback when setting future compensation. The Company emphasizes a compensation program designed to attract and retain talent, align pay with individual and Company performance, and make executives long-term stakeholders through substantial performance-based short- and long-term incentives and extended holding periods on equity awards. The Compensation Committee uses an independent consultant, a market survey benchmark, and a mix of base salary, short-term cash incentives and long-term equity awards structured to penalize underperformance and reward outperformance. The vote is advisory and non-binding, meaning the Board retains discretion over executive pay but will review and consider the outcome in future decisions. Historically the Company received strong shareholder support for its approach (approximately 99% approval in 2025), which the Board cites as validation of its pay-for-performance philosophy. The Board recommends a vote FOR this proposal because it believes the program appropriately aligns management’s interests with long-term stockholder value, contains controls (caps, clawbacks, long holding periods) to mitigate undue risk, and balances short- and long-term incentives to drive sustainable results.
Approve the amendment and restatement of the Non-Employee Directors' Equity Compensation Plan to increase the number of Class A Common shares available for issuance by 100,000 (to a total of 185,481 shares), extend the plan term ten years, and make other immaterial or conforming changes.
This management proposal requests shareholder approval to amend and restate the Non-Employee Directors' Equity Compensation Plan primarily to increase the pool of Class A Common shares available for director equity compensation by 100,000 shares (to a total of 185,481) and to extend the plan's term for ten years from the effective date. Management frames the change as necessary to preserve the Company’s ability to pay a portion of non-employee directors’ retainers in equity—Mandatory Shares and optional Voluntary Shares—which the Board believes aligns directors with stockholders and supports long-term value creation. The filing discloses historical usage (85,481 shares available under the current plan as of February 27, 2026), a modest burn rate (approximately 0.2% average over 2023–2025), and an expectation that the newly authorized shares will last roughly three to five years under recent practices, subject to variability based on elections and share price. Management warns that without approval it may need to shift materially toward cash compensation for directors, which could increase cash expense and weaken alignment with stockholders. The Amended Plan preserves typical governance controls: Board/Compensation Committee administration, per-director annual limits (the greater of $1,250,000 or fair market value of 20,000 shares), adjustment provisions for extraordinary corporate events, and transfer restrictions on Mandatory Shares. The Board recommends FOR the proposal, citing competitive market practice for director equity, retention and alignment benefits, and the limited incremental dilution represented by the requested 100,000 shares relative to outstanding Class A Common. Approval requires a majority of the voting power present and actually voted as set by the Company's bylaws and NYSE standards.
Advisory confirmation of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the current fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GAMCO INVESTORS, INC. ET AL | 4.5% | 811,057 | $26M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 3.1% | 556,189 | $18M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.7% | 475,791 | $15M |
| 4 | BlackRock, Inc. | 2.5% | 456,811 | $15M |
| 5 | AMERICAN CENTURY COMPANIES INC | 2.3% | 412,881 | $13M |
| 6 | VALUEWORKS LLC | 2.2% | 395,383 | $13M |
| 7 | BlackRock, Inc. | 1.8% | 314,484 | $10M |
| 8 | STATE STREET CORP | 1.7% | 308,904 | $10M |
| 9 | DEPRINCE RACE ZOLLO INC | 1.5% | 267,479 | $9M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.4% | 255,292 | $8M |
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