Independent
Tenure on this board
6.0 yrs
7 nominees · 5 ballot items.
Election of directors; advisory vote on executive compensation (say-on-pay); approval of 2025 Stock Option and Incentive Plan; approval of Certificate of Incorporation amendment to add officer exculpation; ratification of independent registered public accounting firm (Wipfli LLP).
Elect seven nominees to serve until the next annual meeting and until their successors are qualified and elected.
Non-binding, advisory resolution to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
The proposal asks shareholders to approve, on a non-binding advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement. Management seeks this approval to confirm stockholder support for its pay philosophy and to provide feedback to the Compensation Committee, although the vote is not binding. The company emphasizes a mix of base salary, annual discretionary bonuses tied to performance targets, and equity awards (stock options vesting over three years) to align interests of executives and stockholders. The board recommends approval, noting that the Compensation Committee considers market data, risk assessments, and uses equity to retain and incentivize executives. The advisory vote’s outcome will be considered by the board and Compensation Committee when setting future compensation but does not compel any change. The vote requires a majority of shares present and voted and abstentions count as against; broker non-votes do not affect the outcome.
Approve the Company’s 2025 Stock Option and Incentive Plan which authorizes issuance of up to 650,000 shares and governs stock option grants to employees, directors, and service providers.
Management is seeking shareholder approval of the 2025 Stock Option and Incentive Plan, which authorizes up to 650,000 shares for issuance as stock-based awards to employees, directors, and service providers, replacing or supplementing prior plans. The plan’s mechanics allow both incentive stock options and nonqualified options, set exercise pricing at or above fair market value (with 110% requirement for >10% owners), permit ten-year terms generally, and vesting and exercise periods determined by the Compensation Committee. Many grants already made are conditional on shareholder approval and would expire if the plan is not approved, potentially impacting key executive and director incentives including substantial inducement awards to the CEO. The committee retains broad discretion over eligibility, award timing, pricing, and adjustments for corporate transactions. Management argues the plan is necessary to attract, retain and align personnel with stockholder interests and has implemented governance preferences (minimum one-year vesting, vesting acceleration on change in control) while reserving discretion. The board recommends a FOR vote, noting that the plan may benefit executive officers and directors and is customary corporate practice; failure to approve could render certain conditional grants unexercisable.
Approve amendment to the Certificate of Incorporation adding officer exculpation provisions permitted under Delaware law (Section 102(b)(7)).
Management proposes an amendment to the company’s Certificate of Incorporation to add exculpation for officers to the same extent now permitted for directors under Delaware law (DGCL Section 102(b)(7)). The amendment would protect officers from monetary liability for breaches of the duty of care, subject to enumerated exceptions (duty of loyalty, acts not in good faith or intentional misconduct, knowing violations of law, improper personal benefit, and, for officers, actions brought by or in the right of the Company). Management argues this reduces undue personal risk to officers, aligns officer protections with directors, aids in recruiting and retaining executive talent, and may reduce litigation costs by enabling earlier dismissal of certain claims. The board recommends approval and notes the amendment will be filed if approved; if not approved, no change occurs. The proposal requires a majority of outstanding shares; abstentions/broker non-votes count as against.
Ratify the Audit Committee’s appointment of Wipfli LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.88% | 260,327 | $2M |
| 2 | MORGAN STANLEY | 2.45% | 221,716 | $1M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 1.68% | 151,789 | $961K |
| 4 | Cresset Asset Management, LLC | 1.50% | 135,267 | $856K |
| 5 | Bleichroeder LP | 1.12% | 101,594 | $643K |
| 6 | Steadtrust LLC | 0.60% | 54,370 | $344K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.58% | 52,268 | $331K |
| 8 | DIMENSIONAL FUND ADVISORS LP | 0.53% | 48,186 | $305K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.47% | 42,669 | $270K |
| 10 | Mesirow Financial Investment Management, Inc. | 0.47% | 42,481 | $269K |
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