Independent
Tenure on this board
14.4 yrs
4 nominees · 3 ballot items.
Election of four Class II directors; Ratification of KPMG LLP as independent registered public accounting firm for 2026; Advisory (non-binding) approval of the named executive officer compensation (say-on-pay).
Reelect four Class II director nominees—Stephen Spinelli, Jr., Colleen Keating, Enshalla Anderson and Steve Beard—to serve three-year terms expiring at the 2029 annual meeting.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (the ‘‘say-on-pay’’ proposal).
This proposal seeks a non-binding, advisory approval of the Company’s disclosed executive compensation program for its named executive officers. Management frames the request as an endorsement of a program structured to link substantial portions of pay to both short-term corporate performance (annual cash bonuses tied to metrics such as Adjusted EBITDA, same-club sales EFT dollars and system club openings) and long-term shareholder value (50% restricted stock units that vest over three years and 50% performance share units tied to adjusted net income per share over a three‑year performance period). The compensation committee uses peer benchmarking, an independent consultant, and a pay-for-performance philosophy to determine base salaries, target bonuses and long-term incentive mix. The Board and committee argue that the mix of time-based and performance-based equity, robust stock ownership guidelines, clawback policies and other governance features align management incentives with stockholder interests while mitigating excessive risk. The proposal is advisory and non-binding, but the Board states it will consider the voting outcome in future compensation decisions and maintain annual say‑on‑pay votes. Contextually, the Company reported strong 2025 financial results (including increased revenue, improved net income and Adjusted EBITDA), which management uses to justify incentive outcomes and the structure of awards. Key governance context includes independent committee oversight, use of an independent compensation consultant, and prior strong shareholder support (nearly 93% in 2025) that management cites as validating its approach. The Board recommends a FOR vote on the basis that the program promotes retention, long-term alignment with stockholders, and transparent performance measurement while retaining flexibility to adjust in response to stockholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 14.64% | 11,632,065 | $865M |
| 2 | BlackRock, Inc. | 6.42% | 5,102,351 | $380M |
| 3 | SRS Investment Management, LLC | 6.15% | 4,886,522 | $363M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.64% | 3,683,400 | $274M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.55% | 3,615,053 | $269M |
| 6 | Ninety One UK Ltd | 3.54% | 2,814,660 | $209M |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.54% | 2,810,353 | $209M |
| 8 | Dorsal Capital Management, LP | 3.18% | 2,525,000 | $188M |
| 9 | STATE STREET CORP | 3.16% | 2,510,760 | $187M |
| 10 | BlackRock, Inc. | 3.14% | 2,492,500 | $185M |
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