2 nominees · 2 ballot items.
Election of two directors; Ratification of Haynie & Company as independent auditors; Advisory (non-binding) approval of executive compensation.
Reelect Ernst G. Hoyer and James H. Beeson as directors to three-year terms expiring in 2029.
Ratify selection of Haynie & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Proposal asks stockholders to ratify appointment of Haynie & Company for 2026. Management seeks shareholder ratification as a common practice to confirm auditor appointment and provide legitimacy though Audit Committee retains discretion to change auditors regardless of outcome. The board recommends FOR, citing prior work and ongoing oversight responsibilities of the Audit Committee. Fees and audit/non-audit service breakdowns are disclosed; the Audit Committee has pre-approval policies and has considered auditor independence. Ratification is routine but provides shareholder input; if not ratified the Committee will reconsider. Approval requires majority of votes cast and is recommended by the Audit Committee due to familiarity with the firm’s services, local audit needs for subsidiaries, and continuity of audit engagement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRANDES INVESTMENT PARTNERS, LP | 14.11% | 449,279 | $28M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.94% | 189,188 | $12M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 5.78% | 184,114 | $11M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.35% | 138,560 | $9M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 3.44% | 109,639 | $7M |
| 6 | Minerva Advisors LLC | 2.94% | 93,615 | $6M |
| 7 | BlackRock, Inc. | 2.90% | 92,310 | $6M |
| 8 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 2.80% | 89,131 | $6M |
| 9 | RICE HALL JAMES ASSOCIATES, LLC | 2.13% | 67,882 | $4M |
| 10 | BlackRock, Inc. | 2.13% | 67,776 | $4M |
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