Independent
Tenure on this board
0.3 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; ratify Forvis Mazars, LLP as independent registered public accounting firm for fiscal 2026; and approve electronic distribution of annual reports and other stockholder communications.
Elect Kathleen L. Casey, Roeland Smits and Benjamin Ginsberg as Class II directors to serve three-year terms until the 2029 Annual Meeting.
Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Authorize the Company to distribute annual reports, notices of meeting and other stockholder communications electronically (e.g., via website or other electronic means), while preserving stockholders’ ability to request hard copies.
This proposal asks shareholders to authorize the company to distribute annual reports, notices of meeting and other stockholder communications electronically (for example by posting materials on the company website or delivering them by other electronic means), while preserving stockholders’ statutory right to request hard copies. Management is pursuing this approval to align with prevailing market practice—particularly for companies listed on AIM and Nasdaq—by reducing printing and postage costs, increasing timeliness and improving sustainability. The board argues the move will make communications more efficient and may facilitate faster access to regulatory filings and proxy materials for shareholders with internet access. Approving electronic delivery can also reduce administrative burden and costs related to mailings, potentially improving operating leverage over time as the company grows. However, the change carries attendant governance considerations: electronic delivery can reduce the incidence of stockholders reading materials if notices are missed or filtered, and may disadvantage shareholders without reliable internet access or those who prefer physical documents. Management mitigates this by explicitly preserving the right to request hard-copy documents under applicable law, but practical friction (customer service, notice practices, and language around opt-ins) will matter for actual shareholder engagement. From a regulatory perspective, the company must ensure compliance with securities and depositor-interest (CREST) procedures for Depositary Interest holders in the UK, and maintain secure systems for posting materials and verifying delivery/access. The board recommends a FOR vote on the grounds of efficiency and environmental benefit; sophisticated investors will weigh the cost savings and timeliness benefits against potential reductions in engagement and the effectiveness of the company’s notice and access implementation. Overall, the proposal is a low-risk governance change that modernizes shareholder communications but requires thoughtful execution to preserve investor access and engagement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Canoe Financial LP | 3.47% | 1,019,118 | $12M |
| 2 | JENNISON ASSOCIATES LLC | 2.33% | 685,195 | $9M |
| 3 | ROYCE ASSOCIATES LP | 2.28% | 669,000 | $9M |
| 4 | WASATCH ADVISORS LP | 2.05% | 603,017 | $8M |
| 5 | STOREBRAND ASSET MANAGEMENT AS | 2.04% | 600,000 | $8M |
| 6 | Ancora Advisors LLCActivist | 1.81% | 530,248 | $7M |
| 7 | THOMPSON SIEGEL WALMSLEY LLC | 1.20% | 353,012 | $5M |
| 8 | Russell Investments Group, Ltd. | 0.95% | 277,844 | $4M |
| 9 | Creative Planning | 0.76% | 223,655 | $3M |
| 10 | GRAHAM CAPITAL WEALTH MANAGEMENT, LLC | 0.64% | 188,638 | $2M |
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