J. Anthony Gallegos, Jr.
Independent
Tenure on this board
New nominee
3 nominees · 4 ballot items.
Four proposals: (1) Elect three directors; (2) Advisory (non-binding) vote to approve named executive officer compensation (Say-on-Pay); (3) Ratify appointment of Ham, Langston & Brezina LLP as independent auditors for 2026; (4) Approve redomestication of the Company from Colorado to Texas by conversion.
Elect three directors—J. Anthony Gallegos, Jr., Justin C. Jacobs, and John E. Jackson—to the Board for three-year terms (subject to change if Proposal 4 redomestication is adopted).
A non-binding, advisory vote asking shareholders to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory 'Say-on-Pay' proposal asks shareholders to approve, on a non-binding basis, the total compensation program for the company’s named executive officers as described in the Compensation Discussion and Analysis and related disclosure. Management frames the program as pay-for-performance, with a mix of time‑vested RSUs and performance share units tied to relative TSR and an annual cash incentive (STIP) linked to Adjusted EBITDA, safety metrics and HSE integration. The Board and Compensation Committee recommend an annual Say‑on‑Pay vote and argue that the program aligns executives’ incentives with long‑term shareholder value while retaining the talent needed to execute growth plans. The proxy highlights recent shareholder outreach and modifications to compensation (including LTIP redesign and a mix of time‑ and performance‑based awards) and cites improved prior-year vote outcomes (over 85% support in 2025) as evidence of progress. The vote is advisory only and non‑binding, but the Board will consider the outcome when designing future compensation. Key context includes a significant proportion of at‑risk compensation, use of relative TSR peer groups for PSUs with downside protections, and enhanced disclosure; investors may weigh the effectiveness of performance metrics, peer selection, and the cap on negative‑TSR payouts. While management emphasizes alignment with shareholders and robust governance practices (clawback policy, share ownership guidelines, no repricing without shareholder approval), critics could still question goal calibration, peer group choice, or the mix of incentives. Given the non‑binding nature, the outcome signals investor sentiment and can materially influence future plan design despite not directly changing pay already awarded.
Ratify the Audit Committee’s appointment of Ham, Langston & Brezina LLP as the Company’s independent registered public accounting firm for 2026.
Approve the conversion/redomestication of the Company from a Colorado corporation to a Texas corporation (the "Texas Redomestication"), adopting new Texas charter and bylaws and shifting governance under Texas law.
This management‑sponsored proposal seeks shareholder approval to redomesticate the company from Colorado to Texas by conversion, adopting a new Texas certificate of formation and Texas bylaws and thereby shifting the internal affairs of the company to Texas corporate law. The Board frames the transaction primarily as a governance modernization—eliminating the company’s existing classified (staggered) board and 80% supermajority protections in the legacy Colorado charter/bylaws—and enabling annual director elections and more typical removal and amendment standards that the Board says are more shareholder friendly. The Board also cites practical reasons: the company’s headquarters, operations and executive team are concentrated in Texas, and the Board expects administrative, tax and forum advantages (including the Texas Business Court and Texas statutory business‑judgment protections) from Texas domicile. The Texas charter and bylaws include provisions that the Board says it will not opt into—specifically, it declines to adopt elective Texas provisions that would limit shareholder rights such as heightened procedural thresholds for shareholder proposals. The redomestication will be effected through a plan of conversion; outstanding shares, options and other awards will convert on a one‑for‑one basis and the company expects no change in listing, federal securities reporting or business operations. The Board acknowledges risks including transaction and litigation costs and the potential for shareholder challenges under Colorado law, as well as the adoption of exclusive forum and jury‑waiver provisions in the Texas bylaws, and warns shareholders that abstentions and broker non‑votes will count against the proposal because it requires a majority of outstanding shares. The proposal is framed as responsive to investor outreach and designed to produce governing documents that the Board believes better align governance with shareholder interests, but opponents may focus on the exclusive forum, indemnification and exculpation differences between Texas and Colorado law and the potential for perceived entrenchment effects despite management’s assurances. Overall, the proposal seeks a statutory conversion that would materially change the company’s governing law and certain shareholder rights, with both potential corporate‑governance and jurisdictional implications that investors should weigh in light of the specific charter and bylaw provisions disclosed in the proxy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 6.40% | 806,063 | $30M |
| 2 | AEGIS FINANCIAL CORP | 4.66% | 587,012 | $22M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.06% | 510,995 | $19M |
| 4 | WEBER CAPITAL MANAGEMENT LLC /ADV | 3.82% | 481,764 | $18M |
| 5 | TWO SIGMA INVESTMENTS, LP | 2.90% | 365,209 | $14M |
| 6 | BlackRock, Inc. | 2.82% | 355,506 | $13M |
| 7 | ROYCE ASSOCIATES LP | 2.80% | 353,316 | $13M |
| 8 | BlackRock, Inc. | 2.71% | 341,110 | $13M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.69% | 339,022 | $13M |
| 10 | AMERIPRISE FINANCIAL INC | 2.68% | 337,571 | $13M |
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