Not independent
Tenure on this board
21.4 yrs
12 nominees · 3 ballot items.
Elect twelve directors; approve, by non-binding advisory vote, the compensation of the named executive officers (Say-on-Pay); and ratify Deloitte & Touche LLP as the Company’s independent auditor for fiscal 2026.
Election of twelve director nominees named in the proxy to hold office until the 2027 Annual Meeting and until their successors are duly elected; directors are elected by plurality of votes cast under Wisconsin law.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and accompanying narratives.
This proposal asks shareholders to cast a non-binding advisory vote to approve the company’s named executive officer compensation as disclosed in the CD&A and accompanying tables and narratives. Management seeks this endorsement to validate its pay-for-performance approach—composed of base salary, annual cash bonuses tied to Adjusted EBITDA and individual goals, and multi-year long-term incentives (performance stock units, performance cash and restricted stock) that tie a substantial portion of pay to relative ROIC and Adjusted EBITDA growth versus Russell 2000 peers. The Compensation Committee emphasizes alignment with shareholders through performance metrics and a mix of short- and long-term awards that vest over multi-year periods; it also uses external benchmarking and consultant input when setting targets and award levels. The proposal is advisory only, so while not binding, the board and Compensation Committee state they will consider the vote outcome when making future compensation decisions. Management highlights that shareholders overwhelmingly supported the prior year’s say-on-pay (over 98% of votes cast), using that result to justify continuing the existing compensation framework. Potential investor concerns include the non-binding nature of the vote, concentration of voting power due to Class B shares controlled by the Marcus family, and the relevance of the chosen peer/index comparisons and performance metrics; these are material considerations for large institutional investors reviewing governance and pay alignment. The board’s recommendation to vote FOR is grounded in the Committee’s view that the program advances long-term shareholder value, mitigates excessive risk through vesting and relative metrics, and has historically received strong shareholder support. For an analyst evaluating the proposal, critical factors include the structure and stretch of performance targets (Adjusted EBITDA and ROIC relative to Russell 2000), the degree of pay variability, historical payout outcomes (including prior-high approval rates), and whether governance features (e.g., disclosures, clawbacks, independence of Committee advisors) sufficiently protect shareholder interests.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Orbis Allan Gray Ltd | 6.31% | 1,938,092 | $33M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.53% | 1,392,047 | $24M |
| 3 | KLCM Advisors, Inc. | 3.38% | 1,038,615 | $18M |
| 4 | AMERICAN CENTURY COMPANIES INC | 3.37% | 1,036,798 | $18M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.23% | 991,067 | $17M |
| 6 | GAMCO INVESTORS, INC. ET AL | 2.97% | 912,505 | $16M |
| 7 | BlackRock, Inc. | 2.87% | 883,038 | $15M |
| 8 | BlackRock, Inc. | 2.76% | 847,200 | $15M |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.86% | 571,079 | $10M |
| 10 | STATE STREET CORP | 1.68% | 517,479 | $9M |
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