Independent
Tenure on this board
17.0 yrs
3 nominees · 3 ballot items.
Shareholders will vote to elect three directors (Eric Haskell, Dr. Adeniyi Lawal and Carol O’Donnell) to two-year terms, ratify CBIZ CPAs as the Company’s independent auditors for fiscal 2027, and consider any other business that may properly come before the meeting.
To elect three directors — Eric Haskell, Dr. Adeniyi Lawal, and Carol O’Donnell — to serve until the 2028 Annual Meeting of Shareholders.
To ratify the Audit Committee and Board’s selection of CBIZ CPAs as the Company’s independent auditors for the fiscal year ending February 28, 2027.
Consideration of any other matters that may properly come before the Annual Meeting; the Board states it is not aware of any other business and proxies will vote at their discretion on any unforeseen matters.
This item is a catch-all placeholder for any business properly presented at the Annual Meeting that is not otherwise specified in Items 1 and 2. The company explicitly states it is not aware of any other business and instructs that, unless directed otherwise, proxies will be voted in favor of the Board’s described proposals and that the named proxy holders will exercise discretion and vote any unforeseen matters according to their best judgment. From a governance perspective, this formulation provides the Board and named proxies flexibility to address procedural or incidental matters that may arise at the meeting without needing to reconvene shareholders. It also creates limited uncertainty for shareholders because substantive new proposals typically require prior disclosure and may be subject to advance notice by-law requirements; the proxy statement reminds shareholders of the by-law timing and SEC rule constraints. For activist or dissident investors, the catch-all means that any last-minute, material proposals would need to overcome procedural hurdles and likely would not be presented without advance notice, reducing the risk of surprise proposals. The Board’s delegation of discretion to proxy holders is customary but shifts decision-making on unforeseen items to management-aligned designees, which could be relevant if contested or novel issues arise. If significant new matters were to be presented, the company’s practice of publishing preliminary results at the meeting and filing final results on an 8-K provides transparency on voting outcomes. Overall, this item is predominantly procedural: it preserves meeting functionality while signaling that the Board is not currently aware of other matters and that shareholders should rely on the published agenda for substantive voting decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.37% | 372,812 | $2M |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.76% | 118,867 | $728K |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 0.73% | 115,000 | $704K |
| 4 | M BANK CORP | 0.51% | 80,000 | $490K |
| 5 | MORGAN STANLEY | 0.44% | 68,974 | $422K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.43% | 67,337 | $412K |
| 7 | STIFEL FINANCIAL CORP | 0.38% | 60,000 | $367K |
| 8 | BARD ASSOCIATES INC | 0.36% | 57,102 | $349K |
| 9 | Benin Management CORP | 0.27% | 43,157 | $264K |
| 10 | Beaumont Financial Advisors, LLC | 0.23% | 36,671 | $224K |
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