Independent
Tenure on this board
12.3 yrs
8 nominees · 3 ballot items.
Election of eight directors; Ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal 2027; Advisory (non-binding) approval of named executive officer compensation.
Elect eight directors to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
Approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding, advisory proposal asks shareholders to approve the Company’s executive compensation practices and outcomes as disclosed in the proxy statement, including the Compensation Discussion and Analysis, summary compensation table and related tables. Management seeks shareholder support to validate its compensation philosophy: pay-for-performance, alignment with shareholders via equity awards, and discretionary use of judgment in determining annual incentive payouts (the Committee awarded bonuses at 90% of target for fiscal 2026 and made long-term awards in the form of time-based RSUs due to macroeconomic uncertainty). The board recommends a vote FOR, arguing that the programs align pay with performance, balance short- and long-term incentives, and were designed to retain and motivate executives while protecting shareholder value. Key context includes the Company’s recent restatement in 2025 and the Committee’s discretionary approach for fiscal 2026 (no preset financial targets), which could be a point of contention for investors favoring strict formulaic metrics. Management emphasizes shareholder engagement and notes prior strong say-on-pay support (approx. 95% in favor in 2025). A sophisticated analysis would weigh the Committee’s reliance on discretion, the use of RSUs rather than PSUs in 2026 and 2027, and historical pay-for-performance metrics, including the pay versus performance table: the Committee argues discretionary awards were appropriate given tariffs and currency headwinds; critics might argue reduced use of PSUs weakens direct pay-for-performance linkage. The outcome of the advisory vote will inform future compensation design and engagement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ROYCE ASSOCIATES LP | 5.2% | 1,164,334 | $28M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 3.7% | 828,232 | $20M |
| 3 | GOLDMAN SACHS GROUP INC | 3.7% | 819,266 | $20M |
| 4 | BRANDES INVESTMENT PARTNERS, LP | 3.3% | 739,192 | $18M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.0% | 657,684 | $16M |
| 6 | AMERIPRISE FINANCIAL INC | 2.7% | 602,252 | $15M |
| 7 | BlackRock, Inc. | 2.6% | 574,483 | $14M |
| 8 | BlackRock, Inc. | 2.0% | 435,475 | $11M |
| 9 | AMERICAN CENTURY COMPANIES INC | 1.8% | 400,996 | $10M |
| 10 | ACADIAN ASSET MANAGEMENT LLC | 1.7% | 379,777 | $9M |
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