Independent
Tenure on this board
5.0 yrs
8 nominees · 3 ballot items.
Election of eight directors; ratification of KPMG LLP as independent auditor for 2026; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay).
Re-election of eight director nominees named in the proxy statement to serve one-year terms.
Ratify appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers (NEOs) as disclosed in the proxy statement. Management seeks this approval as part of routine corporate governance and to obtain stockholder feedback on its pay-for-performance compensation program, which combines base salary, a quarterly short-term incentive plan tied to Adjusted EBITDA (70%) and Net Sales (30%), and long-term incentives including RSUs and performance cash awards (PCAs) tied to relative TSR and cumulative free cash flow. The Compensation Committee emphasizes alignment with stockholder interests, market competitiveness, and retention, and points to prior stockholder support (approximately 98% approval at the 2025 say-on-pay vote) as evidence of concurrence. A vote in favor is recommended by the Board and Compensation Committee; they will consider the advisory vote’s outcome in future compensation decisions. While advisory, the vote gives signal to the Compensation Committee regarding acceptance of the company’s executive pay philosophy, and the company intends to hold these advisory votes annually.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Pacific Ridge Capital Partners, LLC | 4.06% | 466,035 | $7M |
| 2 | BlackRock, Inc. | 2.33% | 267,896 | $4M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.27% | 260,261 | $4M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.96% | 224,887 | $3M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.24% | 142,847 | $2M |
| 6 | BlackRock, Inc. | 1.13% | 130,223 | $2M |
| 7 | UBS Group AG | 0.96% | 109,997 | $2M |
| 8 | Pembroke Management, LTD | 0.87% | 99,567 | $1M |
| 9 | LSV ASSET MANAGEMENT | 0.80% | 92,100 | $1M |
| 10 | STATE STREET CORP | 0.67% | 76,570 | $1M |
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