8 nominees · 3 ballot items.
Election of eight directors; Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for fiscal year 2026; and transacting any other business properly brought before the meeting.
Elect eight directors to serve until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.
Ratify the Audit Committee’s selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
This proposal is a standard catch-all agenda item authorizing the meeting to consider and act on any matters properly presented at the Annual Meeting that are not specifically described elsewhere in the proxy materials. It does not request shareholder approval of a particular substantive change; rather, it provides procedural authority for the meeting to transact unforeseen or routine subsidiary items that may arise. The proxy statement makes clear that if other matters are properly presented, the proxies will be voted in accordance with the judgment of the holders of the proxy, and that proxies also have discretionary authority to vote to adjourn the meeting. For shareholders, this item carries uncertainty because no specific proposal text or board recommendation is provided; the effect of any such future item will depend entirely on its substance if and when it is presented. From a governance perspective, the presence of this item is customary and allows the Company to address ministerial matters or time-sensitive items that could not be included in the printed proxy. It also means shareholders who wish to influence any unexpected proposals must be prepared to attend the meeting or submit timely instructions to their brokers where applicable. There is limited regulatory or transaction-related context in the filing regarding this item; the Company’s proxy materials contain no additional disclosure about potential other matters. Analysts assessing this item should therefore treat it as a procedural authorization with potential governance implications only insofar as any subsequently proposed matter is material; it does not, by itself, effect any corporate change or policy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 13.93% | 1,965,531 | $40M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.81% | 537,376 | $11M |
| 3 | BlackRock, Inc. | 3.37% | 474,955 | $10M |
| 4 | FJ Capital Management LLC | 2.92% | 412,273 | $8M |
| 5 | TOTH FINANCIAL ADVISORY CORP | 2.61% | 368,621 | $7M |
| 6 | EVERMAY WEALTH MANAGEMENT LLC | 2.48% | 349,969 | $7M |
| 7 | BlackRock, Inc. | 2.20% | 311,085 | $6M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.78% | 250,641 | $5M |
| 9 | STATE STREET CORP | 1.54% | 217,398 | $4M |
| 10 | BANK OF AMERICA CORP /DE/ | 1.46% | 206,711 | $4M |
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