Not independent
Tenure on this board
4.3 yrs
7 nominees · 4 ballot items.
Election of seven directors; Ratification of Grant Thornton LLP as independent auditors; Advisory vote on the frequency of say-on-pay (1, 2, or 3 years); Advisory vote to approve named executive officer compensation.
Elect seven directors to hold office until the 2027 annual meeting or until their successors are elected and qualified.
Ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending September 30, 2026.
Management asks shareholders to ratify the selection of Grant Thornton LLP as independent auditors for FY2026. Although shareholder ratification is not legally required, the Audit Committee and Board seek shareholder approval to confirm their selection given the auditor’s important role in financial reporting and oversight. The proposal highlights that ratification requires a majority vote of shares present and that the Audit Committee may reconsider the appointment if it is not ratified. The Board recommends voting FOR, citing the Audit Committee’s pre-approval policies, the firm’s experience auditing the Company’s financial statements, and the appropriateness of maintaining auditor continuity for reliable reporting and regulatory compliance.
Non-binding advisory vote for shareholders to choose whether the advisory vote on executive compensation should be held every 1, 2, or 3 years; Board recommends every three years.
This management proposal asks shareholders to indicate their preferred frequency (1, 2, or 3 years) for future non-binding advisory votes on executive compensation. Management recommends a triennial vote, arguing that three years best balances allowing shareholders to evaluate compensation program effectiveness and preserving management’s focus on long-term strategy. The proposal is non-binding; the Board retains discretion to act differently. The Board explains its rationale—avoid short-termism, provide sufficient time to assess compensation outcomes, and align pay with long-term shareholder value—and notes historical shareholder support (98% in 2023) for its approach, suggesting limited controversy. A sophisticated analyst should weigh whether the Board’s preference for every three years serves long-term alignment versus reduced shareholder oversight frequency, considering company performance, recent compensation outcomes, and shareholder sentiment.
Non-binding advisory vote to approve the compensation paid to named executive officers as disclosed in the Proxy Statement (Item 402); Board recommends voting FOR.
This management proposal requests a non-binding approval (say-on-pay) of the Company’s executive compensation program as disclosed in the proxy, including the Compensation Discussion and Analysis and compensation tables. Management frames the program as aimed at attracting and retaining executives and aligning their interests with shareholders through a mix of base salary, performance-based cash bonuses, and equity awards. The Board recommends a vote FOR, pointing to program design, payout outcomes (e.g., bonuses tied to revenue and operating income metrics), and recent strong shareholder support for compensation practices. A sophisticated analyst should evaluate the program’s mix of performance metrics, the degree of discretion reserved by the Compensation Committee, the size and structure of incentive awards (including market-based RSUs and options with specific vesting triggers), potential pay-for-performance alignment demonstrated in the pay versus performance tables, and any change-in-control or severance arrangements that could produce outsized payouts.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MARSHALL WACE, LLP | 3.61% | 645,972 | $13M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.50% | 625,775 | $13M |
| 3 | MORGAN STANLEY | 3.03% | 542,554 | $11M |
| 4 | PUNCH ASSOCIATES INVESTMENT MANAGEMENT, INC.Activist | 2.90% | 518,618 | $11M |
| 5 | DRIEHAUS CAPITAL MANAGEMENT LLC | 1.95% | 348,103 | $7M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 1.90% | 340,529 | $7M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.69% | 302,893 | $6M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.54% | 276,323 | $6M |
| 9 | MILLENNIUM MANAGEMENT LLC | 1.39% | 248,692 | $5M |
| 10 | BlackRock, Inc. | 1.31% | 234,756 | $5M |
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