Not independent
Tenure on this board
5.4 yrs
1 nominee · 3 ballot items.
Vote to elect one Class 2 director (Timothy J. Sopko), ratify Lumsden & McCormick, LLP as independent auditors for fiscal 2027, and cast an advisory (non-binding) vote to approve the compensation of the Company's named executive officers.
Elect Timothy J. Sopko as a Class 2 director to serve a three-year term expiring in 2029.
Ratify the appointment of Lumsden & McCormick, LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2027.
Advisory, non-binding vote to approve the compensation of the Company's named executive officers as disclosed in the Proxy Statement.
This advisory (non-binding) proposal asks shareholders to approve the overall compensation paid to the Company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K. Management is seeking this advisory vote to comply with Section 14A of the Exchange Act and to obtain shareholder feedback on executive pay practices; while the vote is non-binding, the Compensation Committee and Board state they will consider the outcome when making future compensation decisions. The proxy statement discloses detailed compensation information for the named executive officers, including base salaries, option awards, and other compensation, and notes that no cash bonuses were paid for the 2026 fiscal year under the Management Bonus Policy. The company also discloses employment agreements with the CEO and CFO that provide for severance and other terms, which contextualize incentive and retention practices. From a governance perspective, the Board unanimously recommends approval, framing the vote as a way for shareholders to signal approval of the company's disclosed pay practices and allowing the Board to take shareholder sentiment into account. The advisory nature means the Board retains discretion over compensation design, but a negative vote could prompt the Compensation Committee to reassess policies and disclosures. Given the company's disclosure of pay versus performance tables, stock option grants, and the Compensation Committee's processes, the proposal centers on whether shareholders believe pay aligns with performance and long-term shareholder interests. Analysts should weigh the company's small-board structure, disclosed pay levels, and the employment agreement provisions when assessing the potential significance of the advisory vote on future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Janney Montgomery Scott LLC | 4.69% | 151,179 | $9M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 144,886 | $9M |
| 3 | AMERIPRISE FINANCIAL INC | 4.20% | 135,530 | $8M |
| 4 | BlackRock, Inc. | 3.55% | 114,532 | $7M |
| 5 | Oppenheimer Close, LLC | 3.52% | 113,594 | $7M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.49% | 80,278 | $5M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.96% | 63,235 | $4M |
| 8 | MARTIN CO INC /TN/ | 1.80% | 58,200 | $3M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 1.74% | 56,062 | $3M |
| 10 | COURIER CAPITAL LLC | 1.60% | 51,647 | $3M |
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