Independent
Tenure on this board
16.1 yrs
6 nominees · 4 ballot items.
Election of six directors; Advisory (non-binding) vote to approve named executive officers' compensation; Ratification of CohnReznick LLP as independent registered public accounting firm for fiscal year 2027; Transact other business properly before the meeting.
Elect six directors named in the Proxy Statement to serve one-year terms until the next annual meeting.
Advisory (non-binding) shareholder vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
The proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation program as disclosed, intended to provide shareholder input on pay practices. Management seeks approval to validate its subjective, committee-driven compensation approach combining base salary, discretionary bonuses, annual stock option grants, and profit sharing. The Compensation and Stock Option Committees believe their program aligns management incentives with long-term shareholder value and considered factors like company performance, individual performance, and market information, though not via formulaic benchmarking. The vote is non-binding; however, the Board and committees will consider voting outcomes in future compensation deliberations. The Company frames its pay-for-performance narrative with detailed disclosure in its CD&A and compensation tables, noting no employment or change-in-control agreements (except plan provisions) and discretionary profit sharing. Given the advisory nature, this proposal is primarily reputational governance oversight rather than a legal requirement; shareholder opposition could prompt adjustments in committee practices or additional disclosure. The Board recommends a FOR vote, arguing that the disclosed policies are reasonable and responsive to shareholder interests.
Ratify CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027.
Transact such other business as may properly come before the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRANDES INVESTMENT PARTNERS, LP | 12.0% | 2,513,420 | $69M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 4.1% | 859,097 | $24M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 818,605 | $22M |
| 4 | GAMCO INVESTORS, INC. ET AL | 3.3% | 689,600 | $19M |
| 5 | NEXT CENTURY GROWTH INVESTORS LLC | 3.2% | 672,168 | $18M |
| 6 | BlackRock, Inc. | 3.1% | 640,708 | $18M |
| 7 | Stephens Investment Management Group LLC | 2.6% | 545,157 | $15M |
| 8 | BlackRock, Inc. | 2.4% | 508,704 | $14M |
| 9 | FOUNDATION RESOURCE MANAGEMENT INC | 2.4% | 506,077 | $14M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.3% | 482,992 | $13M |
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