Independent
Tenure on this board
19.3 yrs
4 nominees · 3 ballot items.
Election of four directors; advisory (non-binding) vote to approve executive compensation (say-on-pay); ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.
Elect four nominees (Jay M. Gratz, B. Andrew Rose, Irene Tasi, Gerald Volas) to the Board for three-year terms.
Advisory vote to approve, on a non-binding basis, the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory (non-binding) affirmation of the company’s executive compensation program as disclosed in the proxy statement. Management and the Compensation Committee present the pay program, detailing base salary, annual cash incentives tied to pretax income and operating cash flow, and long-term equity incentives (time-based RSUs, performance-based RSUs tied to multi-year EBITDA targets, and SARs). The board recommends a FOR vote, arguing the program aligns pay with performance, balances short- and long-term incentives, and follows competitive benchmarking and governance practices (independent Compensation Committee, external consultant). Key context includes a recent CEO succession effective April 28, 2026, pay adjustments to bring executives toward peer-median levels, and robust disclosure of performance outcomes and clawback/anti-hedging policies; because the vote is advisory, the Board will consider results but is not bound by them.
Ratify appointment of Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANCEBERNSTEIN L.P. | 6.19% | 6,430,978 | $226M |
| 2 | BlackRock, Inc. | 6.07% | 6,303,490 | $230M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.57% | 4,748,412 | $173M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.32% | 4,484,695 | $163M |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 4.30% | 4,470,817 | $163M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 4.03% | 4,189,933 | $151M |
| 7 | WASATCH ADVISORS LP | 3.40% | 3,536,750 | $129M |
| 8 | STATE STREET CORP | 3.13% | 3,250,111 | $118M |
| 9 | BlackRock, Inc. | 2.97% | 3,086,998 | $112M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 2.51% | 2,611,470 | $95M |
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