Independent
Tenure on this board
9.2 yrs
1 nominee · 3 ballot items.
Elect one Class II director (Gerald T. Garland); approve, on a non‑binding advisory basis, the compensation of the Company’s named executive officers (say‑on‑pay); and ratify CohnReznick LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Elect one Class II director — Gerald T. Garland — to serve a three‑year term expiring at the 2029 Annual Meeting.
Non‑binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in this proxy statement (held annually).
This is a non‑binding advisory “say‑on‑pay” proposal asking shareholders to approve the Company’s executive compensation as disclosed in the proxy statement. Management is seeking shareholder approval to validate its pay practices and to demonstrate support for the Compensation Committee’s design and implementation of salary, annual cash bonus and equity‑based incentives that are intended to align executive interests with stockholders. The Company discloses a compensation framework that includes base salaries, performance‑weighted annual cash bonuses tied to revenue and adjusted EBITDA metrics and subjective individual goals, and annual equity grants (restricted stock and options) with multi‑year vesting schedules; the Compensation Committee also engaged an independent consultant to benchmark pay. The advisory vote is presented on an annual frequency, consistent with the outcome of the prior year’s shareholder vote. The vote is non‑binding, but management will consider the outcome when setting future compensation. Company disclosures also describe change‑in‑control severance protections and acceleration provisions in equity plans, which may be relevant to assessments of pay‑for‑performance alignment and potential severance costs in a transaction. The Board’s recommendation emphasizes that the Committee believes the program has supported recent Company performance and retention of key executives; it therefore urges shareholders to read the detailed disclosures before voting. From a governance perspective, because this is a non‑routine matter brokers cannot vote uninstructed shares, so retail and institutional engagement may materially affect the result. For an investor evaluation, the key issues are whether the disclosed performance metrics, target levels, equity vesting schedules, consultant involvement, and change‑in‑control protections together provide appropriate incentives and align executive and shareholder interests, and whether total realized pay is consistent with company outcomes over the measurement periods.
Ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PUNCH ASSOCIATES INVESTMENT MANAGEMENT, INC.Activist | 7.58% | 822,800 | $8M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 4.56% | 494,664 | $5M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.25% | 352,175 | $4M |
| 4 | MARSHALL WACE, LLP | 2.08% | 225,221 | $2M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 1.92% | 208,686 | $2M |
| 6 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.76% | 190,654 | $2M |
| 7 | O'SHAUGHNESSY ASSET MANAGEMENT, LLC | 1.40% | 151,588 | $2M |
| 8 | RITHOLTZ WEALTH MANAGEMENT | 1.19% | 129,031 | $1M |
| 9 | BlackRock, Inc. | 1.17% | 127,346 | $1M |
| 10 | TWO SIGMA INVESTMENTS, LP | 0.87% | 94,732 | $977K |
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