Not independent
Tenure on this board
6.8 yrs
Also a director at
Barnes & Noble Education Inc (BNED)
5 nominees · 3 ballot items.
Election of five directors; Ratification of BDO USA, P.C. as independent registered public accounting firm for fiscal year ending April 30, 2026; Advisory (non-binding) vote to approve named executive officers’ compensation.
Elect five director nominees (William C. Martin, Elias Nader, Eric Singer, Frederick Wasch, Emily S. Hoffman) to hold office until the next annual meeting.
Ratify the appointment of BDO USA, P.C. as the company’s independent registered public accounting firm for the fiscal year ending April 30, 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 asks stockholders to cast a non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to confirm that its executive pay programs are aligned with company performance and stockholder interests; the Compensation Committee will consider the result when making future decisions. The company emphasizes that the advisory vote is not binding but underscores past strong shareholder support (87.2% in 2024) and states the Board recommends a vote FOR. The proposal is contextualized by the company’s disclosure of incentive structures, equity awards, severance arrangements, and pay-versus-performance reconciliation; management frames its compensation programs as aligned with long-term value creation and notes consideration of tax and accounting factors. A vote FOR signals stockholder support for current pay practices and reduces the likelihood of further engagement or pay design changes, while a vote AGAINST would prompt the Compensation Committee to reassess policies and could lead to engagement or changes in future compensation determinations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 6.4% | 2,121,171 | $14M |
| 2 | CDC Financial, Inc. | 4.3% | 1,437,397 | $10M |
| 3 | BlackRock, Inc. | 3.4% | 1,112,415 | $8M |
| 4 | BlackRock, Inc. | 2.5% | 819,096 | $6M |
| 5 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 2.1% | 710,853 | $5M |
| 6 | STATE STREET CORP | 1.9% | 644,928 | $4M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 603,597 | $4M |
| 8 | NISSAY ASSET MANAGEMENT CORP /JAPAN | 1.8% | 592,693 | $4M |
| 9 | Caption Management, LLC | 1.5% | 482,198 | $3M |
| 10 | Kanen Wealth Management LLC | 1.4% | 469,682 | $3M |
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