Independent
Tenure on this board
39.1 yrs
5 nominees · 3 ballot items.
Elect five directors; approve, on a non-binding advisory basis, compensation paid to the Named Executive Officers (Say-on-Pay); and ratify WIPFLI, LLP as the Company’s independent registered public accounting firm for fiscal 2027.
Elect five directors to serve one-year terms and until their successors are duly elected.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation paid to the Company’s Named Executive Officers as disclosed in the proxy. Management is seeking this advisory approval to validate its compensation philosophy and governance practices—specifically that its program attracts and retains qualified executives, ties pay to company and individual performance, and aligns executives’ interests with long-term shareholder value. The Company emphasizes pay-for-performance through a mix of base salary and incentive awards (both cash and equity-based) and notes it does not provide guaranteed bonuses or tax gross-ups; it also highlights clawback provisions as a responsible governance practice. Approval would signal shareholder support for the Compensation Committee’s approach, which relies on qualitative and quantitative performance assessments and peer company data but does not use external consultants. A “for” vote supports management’s view that current pay practices are reasonable, appropriately incentivize performance, and are aligned with shareholder interests; a “against” or withholding vote would indicate shareholder dissatisfaction and could prompt the Compensation Committee to reconsider elements of pay design or disclosure. While advisory and non-binding, a significant negative vote could increase shareholder pressure for changes in pay philosophy, metrics, disclosure, or use of external benchmarking. Given the Company’s recent grant activity and its equity incentive plan (the 2023 Plan), context includes ongoing use of equity to retain key personnel and the Company’s disclosure that certain option grants occurred around quarterly Form 10-Q filings. The Board’s recommendation and rationale are explicit in the proxy, centering on alignment and responsible practices, and management frames this vote as part of regular annual engagement with shareholders (the Company holds Say-on-Pay votes annually).
Ratify the appointment of WIPFLI, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.00% | 189,607 | $760K |
| 2 | BlackRock, Inc. | 0.79% | 74,711 | $300K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.49% | 46,294 | $186K |
| 4 | CITADEL ADVISORS LLC | 0.35% | 33,058 | $133K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.32% | 30,740 | $123K |
| 6 | DIMENSIONAL FUND ADVISORS LP | 0.26% | 24,433 | $98K |
| 7 | BlackRock, Inc. | 0.20% | 19,211 | $77K |
| 8 | STATE STREET CORP | 0.19% | 17,974 | $72K |
| 9 | JAMES INVESTMENT RESEARCH, INC. | 0.16% | 15,475 | $62K |
| 10 | NewEdge Advisors, LLC | 0.16% | 15,475 | $62K |
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