Independent
Tenure on this board
9.1 yrs
3 nominees · 3 ballot items.
Election of three Class I directors; Ratification of Deloitte & Touche LLP as independent auditor; Advisory (non-binding) approval of named executive officer compensation.
Elect three Class I directors (Robert T. DeVincenzi, Jerome A. Grant, and Shannon L. Okinaka) to serve three-year terms.
Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
This management proposal asks shareholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026. Management seeks ratification as a governance best practice and to confirm shareholders’ support for the Audit Committee’s choice. The Audit Committee considered Deloitte’s independence, qualifications, tenure, and the scope of services, and determined that Deloitte is appropriate to perform the integrated audit of the Company’s financial statements and internal control over financial reporting. Ratification is non-binding but signals stockholder approval and provides the Audit Committee additional confidence in continuing the relationship; if not ratified, the Audit Committee would reconsider and potentially select a different firm. The Board recommends voting FOR this proposal, citing the Committee’s review of independence, fee details for recent years, and pre-approval policies for audit and permitted non-audit services as justification.
Hold a non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy materials.
This management proposal requests an advisory, non-binding approval (Say on Pay) of the Company’s Named Executive Officer compensation as disclosed in the proxy materials, including the Compensation Discussion and Analysis and compensation tables. Management seeks this advisory vote annually to gauge shareholder sentiment and maintain alignment between executive pay and shareholder interests. The Board and Compensation Committee explain that the executive compensation program emphasizes performance-based pay, with significant at-risk components including annual cash incentives tied to Post-Bonus Adjusted EBITDA and long-term incentives composed of RSUs and PSUs tied to revenue and Adjusted EBITDA over multi-year periods. In fiscal 2025, the Compensation Committee awarded bonuses at 121% of target based on achieving Post-Bonus Adjusted EBITDA of $126.5 million, and the FY 2023 PSUs vested at 186.1% of target due to strong revenue, Adjusted EBITDA performance and TSR. The Board recommends a vote FOR the proposal, noting the program’s use of independent consultants, stock ownership guidelines, clawback policy, and alignment with market peers as supporting rationale.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Coliseum Capital Management, LLC | 7.2% | 3,971,440 | $143M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 2,172,384 | $78M |
| 3 | CONGRESS ASSET MANAGEMENT CO | 3.9% | 2,152,978 | $78M |
| 4 | WASATCH ADVISORS LP | 3.6% | 1,978,776 | $71M |
| 5 | DRIEHAUS CAPITAL MANAGEMENT LLC | 3.2% | 1,756,551 | $63M |
| 6 | BlackRock, Inc. | 3.1% | 1,707,772 | $62M |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.0% | 1,639,429 | $59M |
| 8 | Hood River Capital Management LLC | 2.9% | 1,586,188 | $57M |
| 9 | BlackRock, Inc. | 2.7% | 1,459,915 | $53M |
| 10 | Point72 Asset Management, L.P.Activist | 2.6% | 1,444,327 | $52M |
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