4 nominees · 3 ballot items.
Election of four directors; Ratification of Deloitte & Touche LLP as independent registered public accounting firm; Consideration of other business if presented.
Elect four members of the Board of Directors to serve until the 2027 annual meeting or until their successors are elected and qualified.
Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
The proposal asks shareholders to ratify the Audit Committee’s and Board’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026. Management is seeking shareholder approval essentially as a governance best practice to confirm the audit firm and provide investors a voice; the submission is not legally required. Context includes that Deloitte completed the 2025 audit and replaced the prior auditor following a competitive RFP process in September 2025; the Audit Committee oversees auditor selection, independence, and non-audit services. The Board recommends vote FOR and states that if stockholders do not ratify, the Audit Committee may reconsider but is not required to rescind. The recommendation is supported by the Audit Committee’s view that this process strengthens oversight of financial reporting and provides shareholder input; the Audit Committee also concluded that non-audit services provided are compatible with maintaining auditor independence.
Transaction of any other business that may properly come before the meeting and any adjournments or postponements thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Hudson Bay Capital Management LP | 1.6% | 1,546,000 | $3M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.5% | 1,504,293 | $3M |
| 3 | Arax Advisory Partners | 1.4% | 1,386,533 | $3M |
| 4 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 1.4% | 1,357,906 | $3M |
| 5 | BlackRock, Inc. | 1.1% | 1,104,850 | $2M |
| 6 | CastleKnight Management LP | 1.1% | 1,068,075 | $2M |
| 7 | JANE STREET GROUP, LLC | 0.9% | 857,443 | $2M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.8% | 759,118 | $2M |
| 9 | BlackRock, Inc. | 0.7% | 671,928 | $1M |
| 10 | STATE STREET CORP | 0.6% | 567,918 | $1M |
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