Independent
Tenure on this board
6.5 yrs
9 nominees · 4 ballot items.
Election of nine directors; approval of the 2025 Omnibus Incentive Plan as Amended and Restated (increase share reserve by 1,800,000 and approve contingent awards); ratification of Deloitte & Touche LLP as independent auditor for 2026; advisory (non-binding) vote to approve named executive officers’ compensation.
Elect nine directors to the Board for one-year terms expiring at the 2027 Annual Meeting.
Approve amendment and restatement of the 2025 Omnibus Incentive Plan to increase shares reserved for issuance by 1,800,000 and authorize contingent awards.
This management proposal asks shareholders to approve an amended and restated 2025 Omnibus Incentive Plan that increases the share reserve by 1,800,000 shares (to 3,600,000). Management seeks shareholder approval to ensure the Company has sufficient equity for future grants, including 601,952 contingent awards granted in February 2026 that depend on shareholder approval. The plan includes governance protections such as no evergreen increases, minimum one-year vesting (with limited exceptions), prohibition on dividend equivalents on unvested awards, limits on liberal share recycling, and shareholder approval required for material amendments. The Compensation Committee and its independent consultant recommended the increase after reviewing burn rates, historical grants, and projected needs; the Board believes the reserved shares are sufficient for approximately two years of awards. The Board recommends a "FOR" vote, arguing that equity-based incentives align management and shareholder interests and support retention and long-term performance, while balancing dilution through plan features. The Company also discloses material elements like administration by the Compensation Committee, award types (options, SARs, RSUs, PSUs, cash, etc.), adjustments on corporate events, treatment upon change of control, and limits on non-employee director grants. The summary should be read by sophisticated analysts in conjunction with the full plan text and Annex B for detailed provisions, tax, and accounting consequences and the projected impact on dilution and executive compensation.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote (say-on-pay) to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding management proposal asks shareholders to approve the Company’s executive compensation for named executive officers as disclosed in the proxy materials. Management argues the program aligns pay with performance via a mix of base salary, STIP and LTIP (50% PSUs, 50% RSUs), uses multiple metrics (Adjusted ROIC, Non-New Machine Sales, Relative TSR modifier) and contains governance safeguards (caps at 200%, clawback policy, stock ownership guidelines). The Compensation Committee and independent consultant oversee design and goal setting; the results of the 2025 STIP and LTIP show partial achievement (70.68% STIP payout; 2023 PSU payout 130.9%). The vote is advisory but the board will consider results in future decisions and maintains engagement with shareholders; recommends a "FOR" vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Front Street Capital Management, Inc. | 9.25% | 3,321,784 | $39M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.25% | 1,885,410 | $22M |
| 3 | BlackRock, Inc. | 4.23% | 1,517,787 | $18M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.15% | 1,490,172 | $17M |
| 5 | BlackRock, Inc. | 3.91% | 1,405,013 | $16M |
| 6 | IES Holdings, Inc. | 3.79% | 1,362,485 | $16M |
| 7 | ACADIAN ASSET MANAGEMENT LLC | 3.00% | 1,076,246 | $13M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.44% | 877,024 | $10M |
| 9 | First Eagle Investment Management, LLC | 2.36% | 845,823 | $10M |
| 10 | KENNEDY CAPITAL MANAGEMENT LLC | 2.23% | 799,736 | $9M |
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