Not independent
Tenure on this board
42.4 yrs
9 nominees · 5 ballot items.
Election of nine directors; advisory (non-binding) vote to approve executive compensation; adoption of an amendment to increase authorized common stock from 45,000,000 to 90,000,000 shares; approval of the 2026 Incentive Plan authorizing 1,500,000 shares for awards; and ratification of the appointment of RSM US LLP as independent registered public accounting firm for fiscal 2026.
Election of nine members to the Board of Directors to serve until the next annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables.
The proposal requests a non-binding, annual advisory vote to approve the company’s named executive officer compensation as disclosed in the proxy statement. Management views the vote as an opportunity to receive shareholder feedback and has stated that the compensation program is designed to motivate and retain key employees, align incentives with shareholder interests, and link short-term and long-term performance through cash and restricted stock awards. The board recommends a vote FOR, citing alignment with shareholder interests and noting prior shareholder support. Although non-binding, the Board will consider the outcome when setting future compensation. A FOR vote supports management’s existing pay practices, while an AGAINST vote would signal shareholder dissatisfaction and could prompt management to revisit plan design, pay levels, or disclosure.
Adopt an amendment to the Certificate of Incorporation to increase authorized Common Stock from 45,000,000 to 90,000,000 shares to provide flexibility for financing, equity awards, stock dividends, acquisitions, and other corporate purposes.
This management proposal asks shareholders to approve an amendment to the Company’s Certificate of Incorporation to increase authorized common shares from 45 million to 90 million. Management argues the increase will provide flexibility to pursue financing, equity awards (including under the 2026 Incentive Plan), stock dividends, acquisitions and other corporate transactions, and to act quickly without the delay of seeking shareholder approval at the time of issuance. The proposal discloses potential disadvantages, including dilution to existing shareholders, anti-takeover effects, and the possibility of management using the enlarged share pool in a manner that could entrench current management. The Board recommends a FOR vote, stating the increase is for business reasons and that they do not intend to issue shares except in the best interests of shareholders, but acknowledges the risks and notes there are no current commitments to issue the additional shares.
Approve the 2026 Incentive Plan authorizing 1,500,000 shares of Common Stock for awards to attract, retain and motivate employees, consultants and directors and to resume equity grants after expiration of the 2015 Plan.
Management proposes adoption of a new equity incentive plan reserving 1,500,000 shares for awards, intended to restore the Company’s ability to grant equity awards after the expiration of the 2015 Plan. The Board and Compensation Committee emphasize that equity awards are essential for recruiting, retaining and motivating employees and directors and for aligning compensation with long-term shareholder value. The proposal includes governance-oriented plan features (e.g., minimum vesting, limited recycling, no repricing without shareholder approval, clawback, and no evergreen provision) and a proposed share request representing about 4.6% of outstanding shares. Management warns that failure to approve could necessitate higher cash compensation, which could misalign interests and use cash. The Board recommends a FOR vote, citing careful consideration of dilution and market practices, while acknowledging the Committee’s discretion over future grants and the uncertain magnitude of future dilution.
Ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.3% | 3,390,708 | $110M |
| 2 | VANGUARD GROUP INC | 7.0% | 2,307,598 | $75M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.7% | 1,883,070 | $61M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 4.8% | 1,595,630 | $52M |
| 5 | STATE STREET CORP | 4.1% | 1,343,327 | $43M |
| 6 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 3.5% | 1,144,305 | $37M |
| 7 | BlackRock, Inc. | 3.2% | 1,053,394 | $34M |
| 8 | MANGROVE PARTNERS IM, LLC | 3.1% | 1,015,234 | $33M |
| 9 | BROWN ADVISORY INC | 2.8% | 909,454 | $29M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.1% | 704,554 | $23M |
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