Independent
Tenure on this board
12.1 yrs
7 nominees · 3 ballot items.
Elect seven directors; approve, on a non-binding advisory basis, the compensation of named executive officers; and ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026.
Elect seven nominees to the Board of Directors: Robert Galvin, Gordon Hartogensis, Elizabeth Leykum, Josephine Linden, John T. McClain, Andrew J. McLean, and Alicia Parker.
Non-binding advisory resolution to approve the compensation of the named executive officers as disclosed in the proxy statement.
Management seeks an advisory, non-binding approval of the company’s executive compensation disclosure (say-on-pay). The proposal asks stockholders to approve the compensation of named executive officers as described in the proxy. Management states its compensation philosophy emphasizes pay-for-performance, linking a significant portion of executive pay to short-term and long-term financial goals (Adjusted EBITDA, net debt-to-adjusted EBITDA ratio, ROIC, and stock price metrics) and retention measures used during a strategic alternatives process. The board recommends a "FOR" vote, arguing the program aligns management and stockholder interests and minimizes excessive short-term risk through diversified pay elements, performance metrics, clawback policy, stock ownership guidelines, and compensation committee oversight. The recommendation notes that the vote is advisory and the board will consider the outcome in future compensation decisions.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 3.69% | 1,133,619 | $16M |
| 2 | VANGUARD GROUP INC | 2.07% | 637,040 | $9M |
| 3 | AMERICAN CENTURY COMPANIES INC | 1.60% | 492,929 | $7M |
| 4 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.54% | 473,518 | $7M |
| 5 | TOWERVIEW LLC | 1.40% | 431,000 | $6M |
| 6 | BANK OF AMERICA CORP /DE/ | 1.33% | 408,183 | $6M |
| 7 | BlackRock, Inc. | 1.21% | 373,573 | $5M |
| 8 | BlackRock, Inc. | 1.10% | 338,715 | $5M |
| 9 | GAMCO INVESTORS, INC. ET AL | 1.05% | 321,400 | $5M |
| 10 | STATE STREET CORP | 0.87% | 267,111 | $4M |
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