Independent
Tenure on this board
0.2 yrs
9 nominees · 4 ballot items.
Elect nine directors; ratify appointment of Ernst & Young LLP as independent auditors; advisory approval of executive compensation (say-on-pay); approve Amendment No.1 to the 2025 Long‑Term Incentive Plan to increase share reserve.
Election of nine directors to hold office for one-year terms expiring at the next annual meeting.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.
Proposal asks shareholders to ratify appointment of EY as independent auditors for 2026. Management seeks shareholder ratification as a governance practice and to receive shareholder feedback, though ratification is not legally required. The Audit Committee oversees appointment, fees, and independence; EY served as auditor in 2025 and provided audit, audit-related, and tax services. The proposal outlines the fee history and pre-approval policies and explains vote requirements: majority of shares present and entitled to vote required. Board recommends FOR because ratification affirms committee choice and allows shareholders to express views; committee retains discretion to change auditors regardless of vote.
Non-binding, advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy.
This management proposal requests an advisory, non-binding shareholder vote to approve named executive officer compensation as disclosed in the proxy. Management frames the program as pay-for-performance with emphasis on long-term incentives and use of TSR and other financial metrics; the Compensation Committee uses market benchmarking and an independent consultant. The vote is advisory; the Board and Compensation Committee will consider outcomes when making future decisions. The Board recommends FOR to reaffirm alignment with shareholder interests and citing prior strong support (83% in 2025).
Approve Amendment No.1 to the 2025 LTIP to increase the share reserve by 2,650,000 shares (from 726,000 to 3,376,000) to enable future equity awards.
This management proposal asks shareholders to approve Amendment No. 1 to materially increase the LTIP share reserve by 2.65 million shares—raising the reserve from 726,000 to 3,376,000 shares. Management and the Compensation Committee justify the increase based on limited remaining shares (178,572 as of April 1, 2026), anticipated grant needs to attract and retain employees and directors, historical burn rate (~1.43% three-year average) and projected share pool duration of two to three years. The proxy discloses potential dilution: the company’s overhang would rise from 7.1% to 16.5% if approved. The Amendment details share-counting/recycling rules, limits on director awards, and other LTIP mechanics. The Board recommends FOR because equity incentives are viewed as essential to retain talent and align management with shareholders; the Compensation Committee worked with an independent consultant and considered proxy advisory criteria.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | 22NW, LP | 8.74% | 2,466,975 | $12M |
| 2 | Ewing Morris Co. Investment Partners Ltd. | 4.83% | 1,365,054 | $5M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.14% | 1,169,778 | $6M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.06% | 1,144,981 | $6M |
| 5 | AYAL Capital Advisors Ltd | 3.86% | 1,089,000 | $5M |
| 6 | FEDERATED HERMES, INC. | 3.85% | 1,087,692 | $5M |
| 7 | ArrowMark Colorado Holdings LLC | 3.33% | 938,827 | $5M |
| 8 | AMERICAN CENTURY COMPANIES INC | 3.04% | 858,465 | $4M |
| 9 | EVR Research LP | 2.73% | 770,000 | $4M |
| 10 | ROYCE ASSOCIATES LP | 2.61% | 736,285 | $4M |
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