Not independent
Tenure on this board
2.1 yrs
Also a director at
Saia Inc (SAIA)
8 nominees · 3 ballot items.
Election of eight directors; ratification of Grant Thornton LLP as independent auditors for 2026; and approval of an amendment to the Company’s Certificate of Incorporation to eliminate the current supermajority voting requirement.
Election of eight (8) directors — Richard D. O’Dell, Charles A. Alutto, Douglas L. Col, Brenda Frank, James B. Gattoni, Rohit Lal, Steven F. Lux and John F. Schraudenbach — to hold office until the 2027 annual meeting.
Ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve the ‘Supermajority Elimination Amendment’ to amend Articles VI and X of the Company’s Third Amended and Restated Certificate of Incorporation to replace existing 66 2/3% supermajority voting requirements with a simple majority requirement.
This management proposal asks stockholders to approve a Certificate of Amendment to replace the Company’s current 66 2/3% supermajority voting thresholds in Articles VI and X with a simple majority standard for specified charter and bylaw amendments. Management seeks approval to eliminate the supermajority requirement as part of an ongoing governance review; the Board and its Nominating and Corporate Governance Committee concluded that removal aligns the Company with evolving corporate governance norms and enhances accountability. The Board’s stated rationale is that the supermajority provisions, while intended to promote stability, can conflict with best-practice governance by insulating certain charter provisions from majority shareholder influence. Replacing the 66 2/3% threshold with a majority standard lowers the barrier to effecting amendments to the Charter and bylaws, thereby empowering a simple majority of stockholders to propose and enact changes that affect governance structures. The proposal is likely to make the Company more responsive to prevailing stockholder preferences and more flexible in implementing governance reforms, but it also reduces structural protections that previously required broader consensus to alter key provisions. Board members argue the change balances stockholder participation with protection of all stockholders and that conforming bylaw amendments will follow to ensure consistency. From a transaction and takeover defense perspective, the elimination of supermajority thresholds could reduce friction for future reorganizations or governance changes but may also make certain defensive measures easier to change by a narrow majority. Given the Board’s unanimous recommendation and its description of the governance benefits, the proposal should be evaluated by investors against trade-offs between governance responsiveness and minority protection, the Company’s current shareholder base and voting dynamics, and broader trends favoring majority voting standards in public companies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 8.99% | 2,495,316 | $17M |
| 2 | Boston Partners | 7.91% | 2,196,975 | $15M |
| 3 | AMERICAN CENTURY COMPANIES INC | 6.26% | 1,739,654 | $12M |
| 4 | FMR LLC | 4.63% | 1,284,836 | $9M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.56% | 987,776 | $7M |
| 6 | DIAMOND HILL CAPITAL MANAGEMENT INC | 3.15% | 875,892 | $6M |
| 7 | BlackRock, Inc. | 3.07% | 851,395 | $6M |
| 8 | ROYCE ASSOCIATES LP | 2.52% | 699,323 | $5M |
| 9 | MILLENNIUM MANAGEMENT LLC | 2.42% | 673,052 | $5M |
| 10 | De Lisle Partners LLP | 2.07% | 574,295 | $4M |
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