Not independent
Tenure on this board
0.7 yrs
5 nominees · 3 ballot items.
Election of five directors; ratification of Grant Thornton LLP as the Company’s independent auditors for fiscal year 2026; and transaction of any other business properly brought before the Annual Meeting.
Elect five director nominees (Matthew M. Partridge, Michael A. Crawford, Monica S. Digilio, David Z. Hirsh and Anthony F. Massaro) to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.
This agenda item reserves the meeting for consideration of any additional matters that are lawfully presented by stockholders or management at the Annual Meeting, and is a standard catch‑all included in proxy materials to authorize proxies to vote on unforeseen items. Because the company does not anticipate other business and has not described any specific proposals, there is no substantive action item to evaluate today; however, the language grants the named proxies discretionary authority to vote on such matters if they arise. For sophisticated analysis, treat this as a procedural authorization rather than a standalone corporate governance change: it preserves the meeting’s flexibility to address exigent matters (such as ministerial housekeeping, minor corrective proposals, or unexpected procedural motions) without requiring an adjournment. The absence of pre-specified items means there is no issuer rationale to analyze beyond standard meeting administration and the company’s statement that it does not expect other matters to be presented. From a voting-control perspective, brokers will not have discretion to vote on non-routine matters for beneficial owners, so the practical effect of any ad hoc proposal could be influenced by broker non‑votes and the composition of participating shareholders. Risk or governance implications depend entirely on the substance of any ad hoc matter; therefore, investors should seek prompt disclosure if material proposals are announced before or during the meeting. In the event that significant substantive proposals are raised at the meeting, shareholders should evaluate them on their individual merits, considering the board’s subsequent recommendation (if any), applicable governance impacts, and potential conflicts of interest. For now, this item is informational and procedural: it neither requests nor requires advance shareholder approval of a specific corporate action, but simply preserves the meeting’s ability to consider other properly presented business.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Pershing Square Capital Management, L.P.Activist | 40.1% | 5,023,780 | $108M |
| 2 | KAHN BROTHERS GROUP INC | 7.1% | 893,227 | $19M |
| 3 | GATE CITY CAPITAL MANAGEMENT, LLC | 5.5% | 689,447 | $15M |
| 4 | Rubric Capital Management LP | 4.5% | 568,530 | $12M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.5% | 442,661 | $10M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.6% | 327,685 | $7M |
| 7 | Cerity Partners LLC | 2.5% | 318,919 | $7M |
| 8 | BlackRock, Inc. | 2.0% | 253,886 | $5M |
| 9 | Solas Capital Management, LLC | 1.8% | 222,918 | $5M |
| 10 | BlackRock, Inc. | 1.7% | 209,561 | $5M |
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