Independent
Tenure on this board
5.6 yrs
2 nominees · 2 ballot items.
Election of two Class III directors and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm.
Elect two Class III director nominees, Venmal (Raji) Arasu and Kathy Vrabeck, to serve until the 2029 annual meeting.
Ratify appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
The Audit Committee has appointed PwC as the Company’s independent registered public accounting firm for fiscal 2026 and seeks shareholder ratification as a governance matter, despite not being legally required. The proposal asks shareholders to ratify the continuing engagement of PwC, who has served since 2017 and is described as well-qualified with no financial interest in the Company. Management frames the vote as a routine oversight check; ratification provides the Audit Committee with shareholder endorsement but will not prevent it from replacing PwC if it later deems appropriate. The Board recommends a vote FOR, citing PwC’s tenure and qualifications; a failure to ratify would prompt the Audit Committee to consider that outcome in selecting future auditors. The proposal is routine and non-controversial, primarily concerned with auditor independence, qualifications, and continuity of the audit relationship; the board’s recommendation underscores continuity and perceived competence as the rationale.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WHITE MOUNTAINS INSURANCE GROUP LTD | 28.64% | 17,856,614 | $166M |
| 2 | Clearline Capital LP | 4.16% | 2,590,670 | $24M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.22% | 1,385,729 | $13M |
| 4 | BlackRock, Inc. | 2.20% | 1,368,965 | $13M |
| 5 | JPMORGAN CHASE CO | 2.19% | 1,363,119 | $13M |
| 6 | BlackRock, Inc. | 2.03% | 1,264,568 | $12M |
| 7 | J. Goldman Co LP | 1.90% | 1,182,673 | $11M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.70% | 1,061,981 | $10M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.53% | 953,437 | $9M |
| 10 | JACOBS ASSET MANAGEMENT, LLC | 1.48% | 924,443 | $9M |
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