Independent
Tenure on this board
22.2 yrs
3 nominees · 3 ballot items.
Elect three directors; advisory approval of named executive officer compensation (say-on-pay); ratify Ernst & Young LLP as independent auditors; transact other business properly brought before the meeting.
Elect three directors (Patrick V. Auletta, Howard W. Hanna IV, Dan T. Moore III) to serve three-year terms until the 2029 annual meeting.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of named executive officers as disclosed in the proxy statement; held every three years.
This non-binding management proposal asks shareholders to approve, on an advisory basis, the company’s named executive officer compensation as disclosed in the proxy statement, including the Executive Compensation Discussion and Analysis and related tables. Management is seeking shareholder approval to validate its executive compensation philosophy and practices, which emphasize alignment of pay with company performance, use of performance-based annual cash bonuses and long-term restricted shares, and a triennial say-on-pay frequency chosen following prior shareholder preference. The proposal is advisory and not binding, but the Compensation Committee will consider the vote result when setting future compensation. The Board recommends FOR, citing the Compensation Committee’s review, shareholder engagement, use of an independent compensation consultant, and governance features such as clawback policy, stock ownership guidelines, and limits on guaranteed compensation. Key context includes the CEO’s bonus tied to 5% of consolidated adjusted income before income taxes (capped at $5 million), large restricted share awards to align long-term incentives, and shareholder feedback that set triennial voting frequency. A vote FOR supports management’s current approach; a vote AGAINST would signal shareholder discontent and could lead to further engagement or changes to compensation practices.
Ratify the appointment of Ernst & Young LLP as the company’s independent auditors for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GAMCO INVESTORS, INC. ET AL | 8.6% | 1,236,121 | $30M |
| 2 | PRIVATE MANAGEMENT GROUP INC | 7.1% | 1,023,003 | $25M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.6% | 803,833 | $19M |
| 4 | GABELLI FUNDS LLC | 3.6% | 512,201 | $12M |
| 5 | First Eagle Investment Management, LLC | 3.3% | 481,247 | $12M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.9% | 421,077 | $10M |
| 7 | BlackRock, Inc. | 2.4% | 339,168 | $8M |
| 8 | AMERICAN CENTURY COMPANIES INC | 1.6% | 234,217 | $6M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 1.5% | 222,250 | $5M |
| 10 | BlackRock, Inc. | 1.5% | 208,935 | $5M |
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