Not independent
Tenure on this board
27.9 yrs
6 nominees · 3 ballot items.
Election of six directors; Ratification of CBIZ CPAs P.C. as independent registered public accounting firm for fiscal 2026; Non-binding advisory (say-on-pay) vote to approve executive compensation as disclosed in the Proxy Statement.
Elect six directors to serve until the next annual meeting; nominees are listed in the proxy and will be elected by plurality of votes cast.
Ratification of the Audit Committee’s selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for fiscal year ending September 30, 2026; submitted to shareholders as a matter of corporate policy.
Non-binding advisory ("say-on-pay") resolution to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This proposal requests a non-binding, advisory approval from shareholders of the Company’s named executive officer compensation as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, tables and narrative. Management is seeking this advisory vote to provide shareholders an opportunity to express their views on executive pay practices, consistent with SEC rules requiring periodic shareholder votes on executive compensation and with common corporate governance practice. The Compensation Committee uses this feedback to inform future compensation decisions and to demonstrate accountability and transparency in executive pay. The Company’s compensation philosophy emphasizes aligning executive pay with company performance and stockholder value through a mix of base salary, discretionary bonuses, and equity awards, although the Company has had limited equity awards in recent years outside of the 2022 option grants. The proposal is explicitly non-binding, meaning the Board retains full discretion over compensation decisions, but the Board states it will consider the vote’s outcome when setting future pay. The proxy shows strong prior shareholder support—approximately 94% approval at the 2025 annual meeting— which the Board cites as context for continuing its current approach. The Board recommends a vote FOR this advisory resolution, asserting that the disclosed program appropriately links pay to performance and helps attract and retain executives. Given the Company’s recent disclosures (including CEO pay ratio, compensation components, and the Compensation Committee’s processes), the vote serves as a governance checkpoint for investors to endorse or signal concerns about executive compensation practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STEEL PARTNERS HOLDINGS L.P. | 4.09% | 312,873 | $9M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.85% | 294,689 | $8M |
| 3 | BlackRock, Inc. | 3.76% | 287,241 | $8M |
| 4 | AMERICAN CENTURY COMPANIES INC | 3.50% | 267,292 | $7M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.25% | 248,206 | $7M |
| 6 | BlackRock, Inc. | 3.15% | 241,095 | $7M |
| 7 | STATE STREET CORP | 2.33% | 178,080 | $5M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.08% | 159,157 | $4M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 2.03% | 155,367 | $4M |
| 10 | MARSHALL WACE, LLP | 1.63% | 124,582 | $3M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.