Not independent
Tenure on this board
0.8 yrs
8 nominees · 3 ballot items.
Election of eight directors; advisory approval of executive compensation (say-on-pay); ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm.
Elect eight directors to the Board to serve until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers for fiscal 2026 (say-on-pay).
This proposal requests a non-binding advisory approval of the company’s executive compensation as disclosed in the proxy including CD&A, tables and narrative. Management seeks shareholder affirmation that its pay-for-performance approach—emphasizing incentive-based pay through annual cash incentives tied to adjusted operating income and comparable store sales and long-term incentives concentrated in PSUs and RSUs tied to rTSR and Adjusted EBITDA—appropriately aligns executives with shareholder interests. The Compensation Committee and Board recommend FOR based on sustained high prior say-on-pay support (98% in 2025), benchmarking to peers, retention needs amid business transformation, and governance safeguards (clawback policy, limited single-trigger change-in-control benefits). The company notes notable context: conversion of Class C preferred shares eliminating dual-class structure, strategic hires, and a CEO hired via AlixPartners engagement then directly employed, whose initial equity grants contain special make-whole and certain change-in-control vesting features. The Board rationalizes the recommendation by emphasizing performance-based design (majority of pay at risk), retention through multi-year awards, and shareholder feedback integration, while acknowledging the non-binding nature of the vote and committing to consider significant negative votes.
Ratify the re-appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ICAHN CARL CActivist | 16.24% | 5,078,573 | $87M |
| 2 | GAMCO INVESTORS, INC. ET AL | 8.77% | 2,740,858 | $47M |
| 3 | Estuary Capital Management LP | 4.78% | 1,494,315 | $26M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.12% | 1,288,545 | $22M |
| 5 | BlackRock, Inc. | 3.48% | 1,087,349 | $19M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.25% | 1,017,637 | $17M |
| 7 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 3.19% | 996,344 | $17M |
| 8 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 3.18% | 995,201 | $17M |
| 9 | BlackRock, Inc. | 3.12% | 974,965 | $17M |
| 10 | STATE STREET CORP | 2.89% | 903,916 | $15M |
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