Not independent
Tenure on this board
9.3 yrs
3 nominees · 5 ballot items.
Election of Class II directors; Ratification of KPMG as independent auditors; Advisory approval of named executive officer compensation (say-on-pay); Approve amendment to phase in declassification of the Board; Approve amendment to eliminate certain supermajority voting requirements.
Election of three Class II director nominees to the Board for three-year terms ending in 2029.
Ratify KPMG LLP as the company’s independent registered public accounting firm for fiscal year ending October 3, 2026.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy.
Amend charter to phase out classified board over a three-year period so that all directors are elected annually beginning 2029.
The Board proposes amending the Restated Certificate of Incorporation to phase in declassification of the Board over three years, converting from a three-class staggered board to annual elections beginning with the 2029 Annual Meeting. The amendment sets transitional terms: nominees at the 2026 Annual Meeting (Class II) would serve three-year terms ending in 2029; directors with terms ending in 2027 would be elected to one-year terms in 2027; directors with terms ending in 2028 would be elected to one-year terms in 2028; and beginning in 2029 all directors will stand for annual election. The change would also permit removal of directors without cause beginning in 2029 (as required by Delaware law for non-classified boards). Management argues the phased approach preserves continuity during the transition while increasing responsiveness to stockholders. The Board recommends a FOR vote, citing increased accountability and alignment with stockholder governance preferences. Stockholders should consider the tradeoff between continuity/stability provided by a classified board and the enhanced accountability and potential for quicker board refreshment offered by declassification; the phased implementation and the Board's rationale aim to mitigate governance disruption during the transition.
Amend charter to remove provisions requiring supermajority (66 2/3%) votes for certain amendments, replacing them with a majority of outstanding shares requirement for those provisions.
The Board is requesting approval to amend its Restated Certificate of Incorporation to eliminate existing supermajority voting requirements (currently set at 66 2/3% of outstanding stock) for amendments to the certificate and bylaws and other enumerated governance provisions, replacing that threshold with a simple majority of outstanding shares. Management frames this change as maturing corporate governance to give stockholders greater ability to effect change and reduce entrenched protections that may inhibit responsiveness. The amendment would remove supermajority thresholds that historically protected certain structural provisions, making the company's charter amendments subject to majority approval. The Board recommends a FOR vote, arguing the company's governance has matured, and this change aligns with investor preferences for more accountable governance; stockholders should weigh whether removing supermajority protections increases risk of abrupt changes versus increasing owners’ ability to effect change.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Coliseum Capital Management, LLC | 15.17% | 18,070,762 | $242M |
| 2 | BlackRock, Inc. | 10.69% | 12,730,877 | $171M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.32% | 8,723,809 | $117M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.38% | 5,218,703 | $70M |
| 5 | STATE STREET CORP | 3.85% | 4,590,944 | $62M |
| 6 | BlackRock, Inc. | 2.91% | 3,467,482 | $46M |
| 7 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.78% | 3,307,363 | $44M |
| 8 | JACOBS LEVY EQUITY MANAGEMENT, INC | 2.54% | 3,029,185 | $41M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.15% | 2,561,860 | $34M |
| 10 | Trigran Investments, Inc. | 2.09% | 2,489,163 | $33M |
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