Independent
Tenure on this board
6.1 yrs
10 nominees · 3 ballot items.
Elect 10 directors; approve, on a non-binding advisory basis, the compensation of the Named Executive Officers (say-on-pay); and ratify KPMG LLP as the Company’s independent registered public accounting firm for Fiscal 2026.
Elect 10 nominees (Alissa Ahlman, Mary Baglivo, Robert Fisch, Stanley Fleishman, Thomas Hendrickson, Abid Rizvi, John Swygert, Eric van der Valk, Stephen White, and Richard Zannino) to serve one-year terms until the 2027 annual meeting.
Advisory (non-binding) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s disclosed compensation for its Named Executive Officers (NEOs). Management seeks this approval to validate its pay philosophy and program design — which emphasize pay-for-performance by tying annual incentives to Adjusted EBITDA, delivering long-term alignment through a mix of RSUs and stock options with multi-year vesting, and incorporating governance safeguards (clawback, stock ownership guidelines, prohibition on hedging and pledging, and double-trigger change-in-control protections). The Compensation Committee used an independent consultant and peer benchmarking to set pay levels and mix, and reports strong prior stockholder support (over 92% in 2025) as confirmation of program alignment. The Board recommends a vote FOR, arguing that the program appropriately balances short- and long-term incentives, retains and motivates management, and aligns executives with shareholder value creation while limiting excessive risk-taking. Opposing arguments (not presented as a shareholder proposal here) would typically focus on pay quantum, pay-for-performance disconnects, or specific features like severance and change-in-control protections; management responds by pointing to the direct tie of annual bonuses to Adjusted EBITDA, substantial equity at-risk, a recent history of strong performance and stockholder support, and governance features intended to mitigate undue risk and misalignment. Company-specific context includes an accelerated growth period (record store openings, strong Adjusted EBITDA in Fiscal 2025) and a compensation design that increased the CEO’s pay upon promotion to align responsibilities and market practice. While advisory and non-binding, the result will inform the Compensation Committee’s future design choices and investor engagement; a FOR vote signals support for the current program, while a significant Against vote would prompt review and potential adjustments. Overall, the proposal is a routine say-on-pay vote that asks investors to endorse whether the disclosed pay practices reasonably align with the company’s performance and long-term strategy.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for Fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 8.5% | 5,211,308 | $571M |
| 2 | FMR LLC | 6.9% | 4,204,850 | $461M |
| 3 | WASATCH ADVISORS LP | 5.2% | 3,164,692 | $347M |
| 4 | FMR LLC | 5.2% | 3,147,666 | $345M |
| 5 | BlackRock, Inc. | 5.1% | 3,106,266 | $340M |
| 6 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 4.6% | 2,796,202 | $306M |
| 7 | STATE STREET CORP | 3.1% | 1,888,534 | $207M |
| 8 | Invesco Ltd. | 3.1% | 1,886,263 | $207M |
| 9 | BlackRock, Inc. | 3.0% | 1,822,027 | $200M |
| 10 | CITADEL ADVISORS LLC | 2.5% | 1,510,384 | $166M |
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