Independent
Tenure on this board
5.5 yrs
Also a director at
United Parks & Resorts Inc (PRKS)One Group Hospitality Inc (STKS)
7 nominees · 3 ballot items.
Shareholders will vote to elect seven directors, ratify KPMG LLP as the independent auditors for fiscal 2026, and cast an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect seven directors, each to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding advisory vote to approve the compensation awarded to the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the overall compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to confirm support for the Compensation Committee’s design and implementation of pay programs that it argues align executive interests with long-term shareholder value through a mix of base salary, short-term incentives tied to adjusted EBITDA, total revenue and comparable store sales metrics, and long-term equity-based awards (RSUs, PSUs, and options). The vote occurs in the context of a recent CEO transition (appointment of Tarun Lal in July 2025) and significant one-time inducement equity awards designed to attract and retain the new CEO and align his interests with multi-year performance, which materially increased reported 2025 compensation for the CEO. Management emphasizes pay-for-performance by noting no annual bonuses were paid for fiscal 2025 because target Company performance metrics were not met, and that many awards are performance- or service‑conditioned. The Compensation Committee also adjusted long-term incentive metrics and granted one-time awards in October 2025 to better align executive incentives with the Company’s strategic priorities under the new CEO, including multi-year PSUs tied to same-store sales and Adjusted EBITDA plus TSR modifiers. The Board recommends a FOR vote, arguing the program is designed to attract, retain, and motivate leadership while maintaining accountability through multi-year vesting, performance conditions, clawback provisions, and stock ownership guidelines. Potential investor concerns include the size and structure of inducement awards and the degree to which extraordinary grants (and any cancellings/regrants) may dilute pay-for-performance signals in the short term; management counters that those grants are necessary for leadership continuity and are heavily performance‑based. In evaluating the proposal, an analyst should weigh the Compensation Committee’s governance features and disclosure, the alignment of metrics with the turnaround strategy, the demonstrated lack of payouts in 2025 under the annual plan, and the materiality of one-time inducement awards when assessing whether pay is appropriately tied to long-term shareholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Hill Path Capital LP | 20.49% | 7,119,255 | $77M |
| 2 | NOMURA HOLDINGS INC | 6.94% | 2,411,191 | $26M |
| 3 | EMINENCE CAPITAL, LPActivist | 6.75% | 2,346,038 | $25M |
| 4 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 4.35% | 1,509,752 | $16M |
| 5 | HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND | 4.19% | 1,456,000 | $16M |
| 6 | GOLDMAN SACHS GROUP INC | 4.19% | 1,454,737 | $16M |
| 7 | MORGAN STANLEY | 4.12% | 1,432,261 | $16M |
| 8 | MUFG Securities EMEA plc | 3.37% | 1,171,000 | $13M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 3.34% | 1,159,365 | $13M |
| 10 | Patient Capital Management, LLC | 3.32% | 1,151,658 | $12M |
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