Not independent
Tenure on this board
19.4 yrs
7 nominees · 5 ballot items.
Elect seven directors; ratify Crowe LLP as independent auditor for fiscal 2026; approve, on an advisory basis, named executive officer compensation (say-on-pay); approve an amendment to the 2008 Performance Incentive Plan to increase share authorization and extend the plan term; and consider any other properly brought business.
To elect the seven directors nominated by the Board to serve one-year terms until the 2027 annual meeting or until their successors are duly elected and qualified, or earlier resignation or removal.
To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the Compensation Discussion & Analysis, Summary Compensation Table, and related disclosures).
This proposal requests an annual non-binding advisory vote (a “say-on-pay”) approving the design and outcomes of the Company’s executive compensation program as disclosed in the proxy statement. Management seeks shareholder approval to validate its approach of aligning pay with performance through a mix of base salary, formula-driven annual cash bonuses tied to corporate metrics, and long-term equity awards (a mix of performance-based restricted stock units and time-based awards). The Compensation Committee uses peer benchmarking, an independent consultant, and extensive shareholder engagement to set compensation, and the Company points to prior strong support (approximately 91% in 2025) as evidence of alignment. The PBRSU design ties pay to Adjusted EBITDA and Adjusted Diluted EPS performance over multi-year periods, with a Relative TSR modifier to align with peer performance, and includes features such as bonus caps, clawback provisions, stock ownership and holding policies, and minimum vesting periods to mitigate short-termism and excessive risk-taking. The vote is advisory only and will not bind the Board, but the Compensation Committee has committed to consider voting outcomes when setting future compensation. Key context includes the Company’s recent financial performance (record results in FY2025), compensation program reforms in response to shareholder feedback (e.g., clawbacks, bonus caps, three-year vesting for time-based awards, employment agreements), and the use of an independent compensation consultant. A FOR vote signals support for management’s current pay-for-performance framework; a significant dissent would likely prompt additional engagement and potential program changes by the Compensation Committee.
To approve an amendment to the Company’s 2008 Performance Incentive Plan to increase the aggregate share limit by 380,000 shares (to 6,099,167) and extend the plan term to April 19, 2036.
This management proposal asks stockholders to approve an amendment and restatement of the Company’s 2008 Performance Incentive Plan to (1) increase the aggregate share reserve by 380,000 shares (raising the plan limit to 6,099,167 shares and increasing the incentive stock option limit to 6,330,000 shares) and (2) extend the plan term by one year to April 19, 2036. Management frames the ask as necessary to preserve the Company’s ability to grant equity incentives used for attraction, retention and long-term performance alignment; the Compensation Committee believes current available shares are insufficient to support anticipated grants under the Company’s long-term equity program. The filing provides the current overhang and burn-rate context: as of April 3, 2026 there were roughly 1.11 million shares subject to outstanding awards and approximately 637,390 shares available, and the Committee estimates that the requested increase would provide flexibility through roughly the end of fiscal 2028 under current assumptions. The proposal’s governance mitigants include minimum one-year vesting (with limited exceptions), per-person and per-year limits on grants, and anti-repricing provisions; awards may be performance-based (PBRSUs) with multi-year metrics and a Relative TSR modifier, aligning pay to Adjusted EBITDA and Adjusted Diluted EPS performance. Dilution impact and potential economic cost are disclosed (the additional 380,000 shares had an approximate market value of $30.5 million at the April 3, 2026 closing price), and shareholders should weigh this against the benefits of retaining competitive equity incentives. The Board recommends FOR, viewing the amendment as a routine and business-critical authority to maintain the Company’s compensation program and support long-term shareholder value creation. The key analytic trade-offs for an investor are incremental dilution versus the potential retention and performance alignment benefits from continued ability to grant long-term equity incentives.
Consider and act on any other matter that may properly be brought before the Annual Meeting or any postponements or adjournments thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.06% | 613,327 | $47M |
| 2 | BlackRock, Inc. | 3.74% | 565,222 | $43M |
| 3 | BlackRock, Inc. | 3.25% | 490,342 | $38M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.21% | 485,181 | $37M |
| 5 | TWO SIGMA INVESTMENTS, LP | 3.10% | 468,022 | $36M |
| 6 | WASATCH ADVISORS LP | 2.53% | 381,581 | $29M |
| 7 | STATE STREET CORP | 2.08% | 314,700 | $24M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.02% | 305,050 | $23M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.90% | 287,065 | $22M |
| 10 | FIRST TRUST ADVISORS LP | 1.90% | 286,858 | $22M |
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