Independent
Tenure on this board
-0.1 yrs
3 nominees · 4 ballot items.
Election of three Class II directors (Todd C. Harvey, Jennifer G. Koss, Adam Rothstein); ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2027; advisory (non-binding) approval of named executive officers’ compensation (“say-on-pay”); and advisory vote on the frequency (one, two, or three years) of future say-on-pay votes (Board recommends one year).
Elect three Class II directors (Todd C. Harvey, Jennifer G. Koss and Adam Rothstein) to serve three-year terms until the 2029 annual meeting.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2027.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including compensation tables and narrative discussion.
This non-binding management proposal asks stockholders to approve the Company’s executive compensation disclosure (the ‘‘say-on-pay’’ vote), including base salaries, performance-based cash bonuses tied to revenue and adjusted EBITDA, and equity-based awards (restricted stock units). Management seeks this advisory approval to confirm stockholder support for its compensation philosophy and to signal alignment of executive incentives with business objectives and long-term stockholder value. The vote is advisory only; however, the Board and the Compensation Committee state they will carefully review and consider the outcome when setting future compensation. The proxy statement explains material elements of pay for the named executive officers, including recent employment agreements that increased target annual cash bonuses and annual equity awards for the CEO, President/COO and CFO, and discloses severance arrangements and clawback policy. The Board’s recommendation to vote for the proposal rests on its assessment that the compensation mix provides a reasonable balance between fixed pay and performance-linked incentives and reflects market practices for comparable roles. The Company highlights that equity awards form a substantial portion of realized compensation, intended to align management and stockholder interests, and that compensation decisions are informed by Committee review and corporate governance processes. Because the vote is non-binding, the Board retains discretion but commits to taking stockholder feedback into account and to conducting the next say-on-pay vote in accordance with the frequency selected in Proposal Four (if approved as one year, the next advisory vote would be in 2027).
Non-binding, advisory vote to indicate whether the say-on-pay advisory vote should be held every one, two, or three years (Board recommends one year).
This management proposal asks stockholders, on a non-binding basis, to indicate their preference for the frequency (one, two or three years) of future advisory say-on-pay votes. The Board recommends the one-year option, arguing that annual advisory votes provide the most timely and regular feedback from stockholders and allow the Compensation Committee to consider shareholder sentiment when making year-to-year compensation decisions. The company notes the advisory nature of the vote — the Board may choose a different frequency if it believes that serves stockholder interests — but commits to carefully considering the outcome. Context for this proposal includes recent amendments to executive employment agreements and ongoing reliance on equity awards and performance metrics; more frequent feedback could help calibrate incentive design. The proxy materials explain that if no option receives a majority, the plurality (most votes) will be treated as the stockholders’ recommendation, and the Board will take significant votes into account even if not a majority. The Board’s recommendation reflects a governance judgment balancing the administrative burden of frequent votes against the benefits of regular stockholder engagement; the Company indicates it will implement the preferred option that receives the most affirmative votes, and will consider significant minority preferences in its deliberations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Irenic Capital Management LP | 9.4% | 6,181,176 | $61M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 1.6% | 1,049,682 | $10M |
| 3 | FEDERATED HERMES, INC. | 1.5% | 1,000,000 | $10M |
| 4 | Nantahala Capital Management, LLC | 1.4% | 940,960 | $9M |
| 5 | BlackRock, Inc. | 1.1% | 703,002 | $7M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.9% | 575,481 | $6M |
| 7 | Mill Road Capital Management LLC | 0.9% | 560,658 | $5M |
| 8 | AWM Investment Company, Inc.Activist | 0.8% | 551,594 | $5M |
| 9 | Gruss Co., LLC | 0.8% | 511,834 | $5M |
| 10 | STATE STREET CORP | 0.6% | 405,030 | $4M |
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