Not independent
Tenure on this board
6.1 yrs
8 nominees · 3 ballot items.
Election of nine directors; advisory (non-binding) approval of Named Executive Officers’ compensation (say-on-pay); and ratification of Grant Thornton LLP as independent auditors for fiscal year ending September 30, 2026.
Elect nine director nominees to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding "say-on-pay" proposal asks shareholders to approve the Company’s disclosed executive compensation program for its Named Executive Officers. Management is seeking shareholder approval pursuant to the Dodd-Frank Act and SEC rules to obtain stockholder feedback on overall pay practices rather than any single element of pay. The Company’s program combines base salaries, annual cash bonuses tied to performance metrics (e.g., Adjusted EBITDA, aged inventory, Return on Invested Capital, and Sales Growth), and long-term equity awards composed of RSUs and performance stock units (PSUs) that vest over time contingent on performance measures and service. The proxy discloses that PSUs were set with target values and payout ranges from 0% to 200% (and in practice ranged from 40% to 152% in recent years), and that the compensation committee used an independent consultant (Aon) and a peer group analysis to set pay levels, demonstrating a market-informed design. The vote is advisory so it will not compel change, but the compensation committee has committed to consider the outcome when designing future compensation. The Board recommends FOR because it views the program as balanced — providing incentives to drive metrics tied to shareholder value while retaining management — and because it aligns a significant portion of pay with long-term performance. Key governance context includes the Company’s status as a smaller reporting company, use of performance metrics with multi-year vesting, and existing employment agreements with severance and change-in-control provisions; these features may affect perceptions of alignment and risk. A sophisticated evaluation should weigh the program’s explicit performance linkages and consultant engagement against potential concerns: the level of target awards and potential upside, severance/change-in-control protections, and whether disclosed metrics are sufficiently rigorous and sustained to ensure long-term value creation. Overall, the proposal is a standard say-on-pay vote where the Board seeks shareholder endorsement of its compensation philosophy and implementation, and where the vote outcome will inform but not bind future compensation decisions by the Board and its compensation committee.
Ratify the audit committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AMERICAN CENTURY COMPANIES INC | 14.05% | 2,334,668 | $22M |
| 2 | ROYCE ASSOCIATES LP | 5.86% | 973,352 | $9M |
| 3 | GILDER GAGNON HOWE CO LLC | 4.82% | 801,247 | $8M |
| 4 | AMERIPRISE FINANCIAL INC | 3.86% | 641,619 | $6M |
| 5 | General Equity Holdings LP | 3.82% | 634,421 | $6M |
| 6 | First Eagle Investment Management, LLC | 3.16% | 525,668 | $5M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.08% | 511,538 | $5M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.01% | 500,422 | $5M |
| 9 | PRIVATE MANAGEMENT GROUP INC | 2.95% | 490,564 | $5M |
| 10 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 2.46% | 409,618 | $4M |
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