Independent
Tenure on this board
5.8 yrs
2 nominees · 3 ballot items.
Elect two directors (Timothy M. Lamothe and Isolde G. O’Hanlon) for three-year terms expiring in 2029; ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026; and consider any other business properly submitted before or at the Annual Meeting.
Elect Timothy M. Lamothe and Isolde G. O’Hanlon as Class II directors to serve three-year terms expiring in 2029.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Consider any other business that is properly submitted before the Annual Meeting or any adjournments or postponements thereof.
This agenda item is a catch‑all placeholder permitting the transaction of any matters properly presented at the Annual Meeting that are not specifically enumerated on the proxy. The proxy statement indicates that no other proposals are currently scheduled to be presented at the meeting and the Board does not presently intend to bring any other business before the meeting; consequently, this item is unlikely to result in substantive shareholder votes absent a properly noticed submission. From a governance perspective, the inclusion of this item preserves shareholders’ procedural rights to raise matters at the meeting while allowing the Board and management to solicit proxies on the enumerated items. The Company’s bylaws and disclosure describe the timing and form requirements for shareholder submissions for the next annual meeting, which lowers the probability of last‑minute proposals but keeps the formal route open. If a substantive proposal were to be properly presented under this item, the Board/the proxy holders may exercise discretion in voting proxies on such matters in accordance with the instructions on the proxy card or, if unspecified, in accordance with their judgment. Procedurally, the presence of this item means that quorum rules, broker discretionary voting rules, and vote thresholds described for the scheduled proposals would govern any unexpected business. Given the Company’s disclosure that no additional matters are expected, and the Board’s solicitation of votes for the specified proposals, this item functions primarily as a governance safeguard rather than an active contested item for this meeting. Investors evaluating company control, contestability, or the likelihood of shareholder activism should treat this item as neutral: it enables but does not imply forthcoming substantive governance changes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 1.3% | 46,918 | $24K |
| 2 | CITADEL ADVISORS LLC | 1.1% | 39,444 | $20K |
| 3 | TWO SIGMA INVESTMENTS, LP | 0.8% | 31,569 | $16K |
| 4 | Nemes Rush Group LLC | 0.7% | 26,189 | $13K |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 0.6% | 22,266 | $11K |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 0.5% | 17,188 | $9K |
| 7 | XTX Topco Ltd | 0.5% | 16,880 | $9K |
| 8 | SkyOak Wealth, LLC | 0.4% | 16,469 | $8K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.1% | 5,316 | $3K |
| 10 | OSAIC HOLDINGS, INC. | 0.1% | 4,000 | $2K |
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