Independent
Tenure on this board
5.5 yrs
3 nominees · 4 ballot items.
Stockholders will vote on the election of three Class II directors, ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm, approval of governance amendments to declassify the Board and permit removal of directors with or without cause, and any other properly presented business.
Elect David Clanachan, Renah Persofsky, and Irwin Simon as Class II directors for three-year terms expiring at the 2029 annual meeting, subject to the proposed governance changes.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027.
Approve amendments to the Fifth Amended and Restated Certificate of Incorporation to eliminate the classified Board, require annual director elections, and permit removal of directors with or without cause by a majority vote.
The Governance Proposal asks stockholders to amend the Charter in two related ways. First, it would eliminate the three-class classified Board and require all directors to stand for election annually beginning at the 2027 annual meeting. Second, it would replace the existing provision permitting removal only for cause with a majority-vote standard allowing removal with or without cause. The amendment would become effective when the Company files a Certificate of Amendment with the Delaware Secretary of State after stockholder approval. Management is seeking approval after substantially identical amendments failed to obtain the required 66 2/3% vote at the 2023, 2024, and 2025 annual meetings. The Board acknowledges that classified boards can promote continuity, long-term focus, and protection against certain takeover tactics. It nevertheless concludes that annual elections provide greater director accountability and better reflect prevailing governance practices and investor preferences. The proposal requires affirmative approval from holders of at least 66 2/3% of the outstanding voting shares, making abstentions and broker non-votes effectively adverse because they remain in the denominator. If approved, all seven current directors would stand for election at the 2027 annual meeting, accelerating the transition from staggered to annual elections. The Board unanimously recommends a vote FOR, characterizing the amendments as beneficial to stockholder rights and corporate governance.
Consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement.
The proxy includes a standard catch-all item covering any other business properly brought before the Annual Meeting or any adjournment or postponement. The Company states that it currently knows of no additional matters intended to be presented. If another matter is properly presented, the persons named as proxies may vote the shares according to their best judgment. This authority also covers a proposal to postpone or adjourn the meeting. It is not a substantive management initiative with a defined policy outcome. The item preserves flexibility to address procedural or unforeseen matters arising at the meeting. Stockholders are not asked to approve a separately described transaction, governance change, compensation plan, or capital action under this item. The Board’s general voting direction is effectively to authorize the proxy holders to use discretionary judgment. The proxy materials otherwise recommend FOR the specifically identified management proposals. No shareholder-originated proposal is disclosed in the filing.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Tidal Investments LLC | 1.82% | 2,475,946 | $11M |
| 2 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.75% | 1,021,777 | $5M |
| 3 | Point72 Asset Management, L.P.Activist | 0.48% | 648,506 | $3M |
| 4 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 0.47% | 646,762 | $3M |
| 5 | MORGAN STANLEY | 0.44% | 596,093 | $3M |
| 6 | CITADEL ADVISORS LLC | 0.41% | 552,707 | $2M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 0.37% | 502,820 | $2M |
| 8 | LAZARD ASSET MANAGEMENT LLC | 0.29% | 394,715 | $2M |
| 9 | STATE STREET CORP | 0.28% | 384,123 | $2M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.26% | 348,679 | $2M |
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