Not independent
Tenure on this board
22.4 yrs
7 nominees · 3 ballot items.
Elect seven directors (Proposal 1); advisory approval of named executive officer compensation (say-on-pay) (Proposal 2); and ratification of Boulay PLLP as independent registered public accounting firm for fiscal 2027 (Proposal 3).
Elect seven directors to serve until the 2027 Annual Meeting: Daniel A. Baker, Peter G. Eames, Terrence W. Glarner, Patricia M. Hollister, James W. Bracke, Kelly Wei, and Carolyn W. Valentine.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding, advisory vote approving the company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including tables and narrative discussion. Management is seeking shareholder approval as a measure of shareholder support for its pay practices and to provide feedback that the Compensation Committee will consider when setting future NEO compensation. The company’s disclosed compensation framework emphasizes alignment with performance—base salary, performance-based incentives tied to income from operations, modest stock option grants, and limited perks—designed to reward growth and profitability while limiting dilution and excessive pay. The proposal is advisory and will not bind the Board, but the Compensation Committee treats the result as important guidance, noting strong prior shareholder support (97% approval in 2025) as evidence of alignment with shareholders. Company-specific context includes a pay-for-performance link where incentives are based on income from operations (capturing revenue and cost control), no change-in-control severance arrangements, and limited equity awards, which the Board points to as prudent governance practices. Management’s recommendation to vote FOR is justified by the Compensation Committee as consistent with compensation philosophy and with demonstrated shareholder support historically. For analysts evaluating governance risk, the advisory vote is an indicator of shareholder sentiment but does not create contractual entitlements; a negative vote would prompt the Committee to engage with shareholders and potentially adjust plan design. The Board’s stated rationale balances retaining and motivating executives with shareholder protection against excessive pay, and it will consider the advisory result when making future compensation decisions.
Ratify the Audit Committee’s selection of Boulay PLLP as the company’s independent registered public accounting firm to audit fiscal 2027 financial statements.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Penserra Capital Management LLC | 12.0% | 580,495 | $38M |
| 2 | Defiance ETFs, LLC | 12.0% | 580,495 | $38M |
| 3 | ROYCE ASSOCIATES LP | 4.7% | 229,297 | $15M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 210,498 | $14M |
| 5 | STATE STREET CORP | 3.8% | 182,368 | $12M |
| 6 | BlackRock, Inc. | 3.6% | 176,134 | $12M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 3.6% | 173,600 | $11M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.3% | 161,929 | $11M |
| 9 | BlackRock, Inc. | 2.7% | 128,413 | $8M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.7% | 128,304 | $8M |
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