7 nominees · 3 ballot items.
Elect seven directors to hold office until the next annual meeting; ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026; and transact such other business as may properly come before the meeting.
Elect seven directors to hold office until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
This proposal is a catch‑all procedural item that authorizes the meeting to consider and vote on any matters that arise during the Annual Meeting that were not described elsewhere in the proxy materials. Management includes this item to permit the shareholders and proxy holders to address unforeseen or procedural matters without requiring supplemental proxy materials. From a governance perspective, it allows the Board and its designated proxies to exercise discretion and vote on routine or unexpected items, ensuring the meeting can proceed efficiently. For investors, the provision typically carries limited economic consequence by itself but can be the vehicle for ad hoc proposals or procedural votes that may affect shareholder rights or corporate actions if substantive items are introduced. The proxy gives the Board-nominated proxies authority to vote on such matters in their discretion, subject to any instructions provided by the shareholder, which underscores the importance for shareholders to submit clear voting instructions if they wish to control outcomes on unforeseen matters. While the Company’s proxy statement does not provide a recommendation for unspecified items, the Board’s overall solicitation indicates trust in its designated proxies to act in shareholders’ best interests. In contexts where activist shareholders or third parties seek late-stage actions, this item can become meaningful; accordingly, shareholders should be attentive to meeting notices and any supplemental materials. Finally, the presence of this item preserves procedural flexibility for adjournments or postponements and is standard practice in annual meeting agendas.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.7% | 883,725 | $9M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 558,228 | $6M |
| 3 | North Star Investment Management Corp. | 3.4% | 537,475 | $5M |
| 4 | BlackRock, Inc. | 2.5% | 396,472 | $4M |
| 5 | AMERICAN CENTURY COMPANIES INC | 2.4% | 369,024 | $4M |
| 6 | BlackRock, Inc. | 1.7% | 258,020 | $3M |
| 7 | Neuberger Berman Group LLC | 1.6% | 254,030 | $3M |
| 8 | WELLS FARGO COMPANY/MN | 1.6% | 246,380 | $3M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 235,321 | $2M |
| 10 | ACADIAN ASSET MANAGEMENT LLC | 1.4% | 214,739 | $2M |
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