Not independent
Tenure on this board
22.3 yrs
9 nominees · 3 ballot items.
Election of three directors; Ratification of Deloitte & Touche LLP as auditors; Advisory (non-binding) approval of named executive officer compensation.
Elect Michael T. Miller, Marchelle E. Moore and Robert H. Schottenstein as Class I directors to serve three-year terms.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal seeks a non-binding advisory approval of the Company's executive compensation (say-on-pay) for 2025 as disclosed in the proxy. Management frames its compensation program as pay-for-performance with significant at-risk pay, multi-year equity vesting, and clawback provisions; the CHC Committee uses metrics like Adjusted EBITDA and adjusted G&A as a percentage of revenue, and recently adopted a Five Year Performance Share Award Plan to align long-term incentives. The Board recommends a FOR vote, citing prior strong stockholder support (~97% in 2025) and that the program supports the Company’s business model and objectives. The outcome will be advisory but will inform the CHC Committee when designing future compensation. In evaluating, consider strong prior stockholder support, the alignment of metrics to company financials and stock price sensitivity, and potential governance considerations of combined CEO/Chair role and long-tenured auditor relationships.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.7% | 2,622,490 | $695M |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.2% | 1,401,779 | $372M |
| 3 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 5.1% | 1,384,163 | $367M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 1,368,128 | $363M |
| 5 | STATE STREET CORP | 3.9% | 1,060,295 | $281M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 1,026,762 | $272M |
| 7 | TIMUCUAN ASSET MANAGEMENT INC/FL | 3.1% | 826,867 | $219M |
| 8 | BlackRock, Inc. | 2.7% | 720,169 | $191M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 601,318 | $159M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.8% | 488,238 | $129M |
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