2 nominees · 4 ballot items.
Elect two Class I directors; Ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026; Advisory approval of named executive officer compensation; Transact any other business properly before the meeting.
Elect two Class I directors to serve until the 2029 annual meeting of shareholders.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as independent auditor for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This is an annual, non-binding advisory ("say-on-pay") proposal that asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy materials. Management seeks shareholder approval to affirm its pay-for-performance philosophy, the structure and outcomes of short-term and long-term incentives, and recent compensation decisions including base salary adjustments, MIP performance payouts, and mixed PSG/RSU long-term awards tied to relative TSR. The Human Resources Committee and Board recommend a vote FOR, citing their review with an independent compensation advisor (Korn Ferry), alignment to financial and strategic objectives, clawback provisions, stock ownership guidelines, and the use of PSUs tied to relative TSR vs. Russell 2000 peers. The proposal is advisory and non-binding, but the Board and HR Committee will consider voting results when making future compensation decisions. Given the Company’s recent record revenue and the transitions described in the CD&A, shareholders are being asked to endorse the company’s approach to executive compensation to support retention and incentive alignment.
Transact any other business that may properly come before the meeting or any adjournment thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Crestview Partners IV GP, L.P. | 24.53% | 6,701,128 | $245M |
| 2 | BlackRock, Inc. | 8.70% | 2,376,528 | $87M |
| 3 | River Road Asset Management, LLC | 7.59% | 2,074,222 | $76M |
| 4 | FMR LLC | 6.13% | 1,674,917 | $61M |
| 5 | VICTORY CAPITAL MANAGEMENT INC | 4.92% | 1,342,780 | $49M |
| 6 | Allspring Global Investments Holdings, LLC | 4.84% | 1,321,681 | $49M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.49% | 954,239 | $35M |
| 8 | GRS Advisors, LLC | 3.33% | 910,258 | $33M |
| 9 | TimesSquare Capital Management, LLC | 3.27% | 892,394 | $33M |
| 10 | STATE STREET CORP | 2.93% | 799,840 | $29M |
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