Independent
Tenure on this board
1.6 yrs
Also a director at
Reliance Inc (RS)
3 nominees · 3 ballot items.
Election of three Class II directors; Ratification of Deloitte & Touche LLP as independent auditors for 2026; Approval to amend the 2021 Omnibus Equity Incentive Plan to increase the share pool by 3,400,000 shares.
Elect three Class II directors (Frank J. Dellaquila, Sean Gadd, William M. Pruellage) each for a three-year term.
Ratify selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Approve an amendment to increase by 3,400,000 shares the number of shares of Common Stock available for awards under the 2021 Omnibus Equity Incentive Plan.
The proposal requests shareholder approval to amend the Company’s 2021 Omnibus Equity Incentive Plan to add 3,400,000 shares to the existing award pool. Management argues that equity awards are central to recruiting and retaining talent and aligning employees and directors with long-term shareholder interests, that prior planned share usage was depleted faster than expected due to hiring and market conditions, and that the additional shares are expected to support the Company’s grants for approximately three years. The board highlights governance protections in the plan (no evergreen, minimum vesting, no liberal share recycling, independent administration, limits on option repricing, etc.) and says stockholder approval is needed because the plan lacks an evergreen feature. If approved, the amendment increases dilution and overhang modestly but management and its compensation consultant modeled projected grant needs and peer usage and concluded the requested amount is reasonable. The board recommends a FOR vote, emphasizing competitive compensation needs, historical usage influenced by macro conditions, and safeguards in the amended plan to limit dilution.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Pamplona Capital Management, LLC | 44.2% | 51,845,685 | $278M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 5.3% | 6,198,291 | $33M |
| 3 | ACK Asset Management LLC | 4.4% | 5,160,000 | $28M |
| 4 | KEYBANK NATIONAL ASSOCIATION/OH | 3.5% | 4,092,901 | $22M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.7% | 3,174,704 | $17M |
| 6 | WASATCH ADVISORS LP | 2.2% | 2,571,488 | $14M |
| 7 | FMR LLC | 2.1% | 2,506,650 | $13M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 2.0% | 2,341,946 | $13M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 2.0% | 2,303,379 | $12M |
| 10 | BlackRock, Inc. | 1.6% | 1,822,108 | $10M |
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