2 nominees · 2 ballot items.
Election of two Class III directors (Peter H. Woodward and Dr. Vivek Mohindra); Ratification of appointment of BDO USA, P.C. as independent registered public accounting firm for fiscal year ending December 31, 2026.
Election of Mr. Peter H. Woodward and Dr. Vivek Mohindra as Class III directors to serve three-year terms until the 2029 Annual Meeting.
Ratify the appointment of BDO USA, P.C. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
This management proposal asks shareholders to ratify the Audit Committee’s selection of BDO USA, P.C. as the independent registered public accounting firm for the 2026 fiscal year. Management is seeking shareholder ratification to confirm the committee’s appointment and to provide shareholders an opportunity to voice approval or disapproval, although the Audit Committee retains the authority to change auditors regardless of the vote. The proposal is contextualized by a recent auditor transition: Weaver and Tidwell were dismissed in July 2025 and BDO was retained shortly thereafter; BDO performed the 2025 audit and billed significantly higher audit fees in 2025 compared to 2024. The Board recommends a vote FOR the proposal, citing the Audit Committee’s oversight role and pre-approval policy; management notes there were no disagreements with the former auditor and that the Audit Committee reviewed BDO’s independence. Ratification is routine but important for governance and shareholder oversight and could prompt reconsideration by the Audit Committee if not approved by shareholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.4% | 968,440 | $13M |
| 2 | BlackRock, Inc. | 2.9% | 822,801 | $11M |
| 3 | BlackRock, Inc. | 2.8% | 785,734 | $10M |
| 4 | UBS Group AG | 1.8% | 494,843 | $6M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 493,647 | $6M |
| 6 | Value Aligned Research Advisors, LLC | 1.6% | 460,510 | $6M |
| 7 | STATE STREET CORP | 1.5% | 425,254 | $6M |
| 8 | SILVERCREST ASSET MANAGEMENT GROUP LLC | 1.5% | 416,514 | $5M |
| 9 | MILLENNIUM MANAGEMENT LLC | 1.3% | 370,379 | $5M |
| 10 | LPL Financial LLC | 1.2% | 342,848 | $4M |
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