Wally Bishop
Independent
Tenure on this board
New nominee
2 nominees · 4 ballot items.
The proposals include four management-driven items: (1) election of two directors to hold office until the 2028 annual meeting; (2) ratification of CBIZ, Inc. as independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) approval of the grant of Restricted Stock Units (RSUs) pursuant to Section 6 of the 2023 Equity Incentive Plan for non-employee directors; and (4) amendment to the Second Amended and Restated Certificate of Incorporation to modify voting requirements.
Election of two Class II directors to hold office until the 2028 Annual Meeting; election is uncontested; director nominees elected by plurality.
Ratification of CBIZ, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2025; the appointment was made by the Audit Committee and is presented for stockholder ratification.
Approval of RSU grants to non-employee directors under the 2023 Equity Incentive Plan; for 2025, grant to a non-employee director of $100,000 in RSUs; total of 150,000 RSUs for the three non-employee directors; vesting and performance-based provisions described in detail; management believes RSUs will help attract and retain key talent and align incentives.
Amendment of the Certificate to modify voting requirements including Bylaws amendments, removals of directors, and written consent; changes to multiple sections (Articles VI, VII, IX, XI) as described; approval requires a majority of the voting power; board recommends FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Arosa Capital Management LP | 0.62% | 250,000 | $2M |
| 2 | DnB Asset Management AS | 0.54% | 215,957 | $2M |
| 3 | JANE STREET GROUP, LLC | 0.20% | 79,141 | $556K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.19% | 76,926 | $541K |
| 5 | GOLDMAN SACHS GROUP INC | 0.19% | 76,471 | $538K |
| 6 | ROYAL BANK OF CANADA | 0.18% | 71,000 | $499K |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 0.17% | 68,712 | $483K |
| 8 | MARSHALL WACE, LLP | 0.15% | 61,085 | $429K |
| 9 | ARS Investment Partners, LLC | 0.14% | 56,330 | $396K |
| 10 | UBS Group AG | 0.11% | 42,302 | $297K |
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