Independent
Tenure on this board
11.7 yrs
9 nominees · 5 ballot items.
Election of nine directors; approval of Certificate of Incorporation amendment to permit shareholders holding 25% to request special meetings; approval of Certificate of Incorporation amendment extending advance notice windows for shareholder nominations/proposals to 90–120 days prior to annual meetings; ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026; advisory (non-binding) vote on executive compensation.
Election of nine director nominees to serve until the next annual meeting, with plurality voting and cumulative voting option.
Amend Certificate of Incorporation to allow shareholders owning at least 25% of outstanding common stock (held continuously for at least one year) to request the Secretary to call a special meeting under specified bylaw procedures.
The proposal would amend the Company's Certificate of Incorporation to grant shareholders or groups of shareholders holding at least 25% of outstanding common stock the right to cause the Secretary to call a special meeting, provided they meet specified procedural and ownership continuity requirements. Management frames the change as a governance enhancement responsive to shareholder engagement and investor requests, but selects a 25% threshold (higher than the 10% requested in a prior shareholder proposal) to balance shareholder voice against the costs and disruptions of special meetings. The amendment also conditions certain situations (involving Related Persons) on Continuing Director approval and contemplates detailed bylaw procedures to prevent duplicative or abusive requests (timing exclusions, similar-item rules, informational requirements). The Board recommends FOR, arguing the threshold is a widely recognized standard that ensures meaningful shareholder support for calling extraordinary meetings while protecting against opportunistic calls, and it ties the one-year continuous ownership requirement to reducing short-term activism. The change would require shareholder approval by a majority of outstanding shares and, if adopted, will be filed as a Certificate of Amendment. The Board’s recommendation emphasizes governance improvements implemented elsewhere, investor feedback, and the view that special meetings should be reserved for extraordinary matters; in evaluating the proposal, sophisticated investors should weigh the trade-off between access and potential governance costs or activist activity.
Amend Certificate of Incorporation to extend advance notice windows for shareholder nominations and shareholder proposals for annual meetings from 30–60 days to 90–120 days before the meeting (with special shorter windows if meeting date is disclosed late).
The amendment would extend the Company’s advance notice windows for shareholder nominations and other proposals to earlier deadlines (90–120 days before the meeting, with a 10-day backstop when meeting date is disclosed late), aligning the Company with common Delaware practice. Management argues the longer window gives the company, Board, and shareholders more time to vet nominees and proposals, verify disclosures, and avoid last-minute printing and proxy mailings. The change reduces the risk of surprise nominations close to proxy distribution and is positioned as a procedural improvement to support informed voting and orderly meetings. The Board recommends FOR, citing administrative efficiency and alignment with peer practices; sophisticated investors should weigh the benefits of orderly review and disclosure against potential effects on shareholder activism and the ability of dissidents to mobilize quickly.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory 'say-on-pay' proposal asks shareholders to approve the 2025 compensation program and outcomes for the named executive officers as disclosed in the proxy. Management argues the program is designed to align pay with performance, includes multiple governance best practices (clawback policy, ownership guidelines, no pledging/hedging), and that the Compensation Committee engaged an independent consultant and revised the 2026 plan to increase emphasis on performance metrics such as rTSR and adjusted EBITDA growth. The vote is non-binding but will be considered by the Board in future decisions. Sophisticated investors should consider the 59% approval on 2025 say-on-pay, the recent compensation changes (rTSR introduction, shift in equity mix, increased performance weighting), and ongoing shareholder engagement when evaluating whether to support the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TOWERVIEW LLC | 14.24% | 3,845,500 | $72M |
| 2 | HORIZON KINETICS ASSET MANAGEMENT LLC | 7.05% | 1,902,606 | $36M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.26% | 1,421,023 | $27M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.78% | 1,020,173 | $19M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.64% | 982,717 | $19M |
| 6 | BlackRock, Inc. | 3.00% | 808,991 | $15M |
| 7 | Bulldog Investors, LLPActivist | 2.93% | 792,535 | $15M |
| 8 | GAMCO INVESTORS, INC. ET AL | 2.73% | 737,939 | $14M |
| 9 | LEE DANNER BASS INC | 2.58% | 695,425 | $13M |
| 10 | BlackRock, Inc. | 2.03% | 547,569 | $10M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.