Independent
Tenure on this board
6.3 yrs
8 nominees · 4 ballot items.
Elect eight directors; approve amendment and restatement of the 2022 Omnibus Incentive Plan; hold an advisory (non-binding) vote on executive compensation; and ratify Grant Thornton LLP as the company’s independent auditors.
Elect eight directors (Raynard D. Benvenuti, Harold C. Bevis, Christina E. Carroll, João Faria, Dr. Rajeev Gautam, Jeri J. Harman, Thomas H. Wilson, Jr., and Raymond T. White) to serve one-year terms.
Approve the Amended and Restated 2022 Omnibus Incentive Plan, which increases the share reserve by 2,000,000 shares, eliminates fungible share counting prospectively, removes the plan term, expands minimum vesting, and adds other administrative and governance provisions.
This management proposal requests shareholder approval to amend and restate the Company’s 2022 Omnibus Incentive Plan to increase the share reserve by 2,000,000 shares, prospectively eliminate fungible share counting, impose a one-year minimum vesting requirement (with limited exceptions), remove a fixed plan term (making the plan effectively unlimited in duration while preserving a ten-year limit on future grants of incentive stock options), and incorporate administrative and governance protections such as prohibitions on repricing without shareholder approval, no evergreen provision, change-in-control vesting protections, clawback language, and limits on dividends on unvested awards. Management states the amendment is necessary to continue making customary annual long-term incentive and equity awards to attract, retain and motivate employees, directors and consultants and to align participant and shareholder interests; the Compensation Committee will administer the plan and has added measures intended to mitigate dilution and governance risk (e.g., fixed maximum share reserve, 1-year minimum vesting, no automatic grants, and explicit repricing restrictions). The proposal should be evaluated in light of the Company’s historical equity usage (noted burn rates and prior inducement awards), current share capacity, and recent governance developments including the Cooperation Agreement with Legion Partners and board changes, which may influence ongoing activist or investor engagement. Approval will permit the company to register the new shares on Form S-8 and continue customary grant practices; failure to approve leaves the 2022 Plan in its current form and could constrain annual equity compensation. The Board’s explicit recommendation and the plan’s governance safeguards reduce shareholder costs of incremental dilution, but investors should assess the reasonableness of the requested share increase (2,000,000) relative to historical burn rates, outstanding inducement awards, and total dilution, and consider the potential impact of unlimited plan duration on long-term dilution and compensation expense.
Hold a non-binding advisory "say-on-pay" vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy, including base salary, annual incentive compensation tied to adjusted EBITDA, free cash flow and new business wins, and long-term equity awards such as PSUs tied to relative total shareholder return (TSR) versus a customized peer group. Management and the Compensation Committee present this vote to obtain shareholder feedback and reaffirm alignment between pay and performance; the Compensation Committee cites a pay-for-performance philosophy, use of market-based benchmarking, independent compensation consultants, meaningful vesting periods, clawback policies, stock ownership guidelines and capped variable payouts as governance features designed to mitigate excessive risk-taking and tie incentives to long-term shareholder value. The vote is advisory and non-binding, but the Board will consider the outcome and shareholder feedback when designing future compensation; recent history shows a 93% favorable vote on pay in 2025, which management cites as endorsement of their program. Investors evaluating the proposal should consider the structure and metrics of incentive plans (short-term goals and PSU design), historical payouts, the presence of large inducement awards to certain executives, and overall alignment between realized pay and company performance when casting an advisory vote.
Ratify the Audit Committee’s selection of Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Corre Partners Management, LLC | 11.76% | 6,205,631 | $9M |
| 2 | Legion Partners Asset Management, LLCActivist | 9.08% | 4,791,929 | $7M |
| 3 | FIRST MANHATTAN CO. LLC. | 6.32% | 3,336,800 | $5M |
| 4 | Nantahala Capital Management, LLC | 4.63% | 2,441,416 | $4M |
| 5 | NOMURA HOLDINGS INC | 3.69% | 1,944,832 | $3M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.66% | 1,931,713 | $3M |
| 7 | MORGAN STANLEY | 2.84% | 1,499,895 | $2M |
| 8 | Register Financial Advisors LLC | 2.48% | 1,311,363 | $2M |
| 9 | RBF Capital, LLC | 1.58% | 834,929 | $1M |
| 10 | BlackRock, Inc. | 1.17% | 615,479 | $892K |
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