Independent
Tenure on this board
33.7 yrs
6 nominees · 3 ballot items.
Election of six directors; advisory approval of named executive officer compensation (say-on-pay); ratification of RSM US LLP as independent auditors.
Elect six directors to hold office until the next annual meeting and until their successors are elected and qualified.
Advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of the company's named executive officers as disclosed in the proxy materials. Management is seeking shareholder approval to demonstrate shareholder support for its executive pay philosophy, which emphasizes alignment of executive incentives with long-term shareholder value through a mix of base salary and equity-based awards tied to EPS performance. The board recommends a FOR vote, noting strong prior shareholder support and that the Compensation Committee believes pay practices do not encourage excessive risk-taking; it further describes employment agreements, change-in-control severance protections, and equity awards. The non-binding nature means the company will consider shareholder feedback but is not legally required to implement any changes. The context includes recent leadership transitions (CEO resignation, interim CEO, designation of a principal executive officer) and substantial equity grants and severance arrangements; these issues may influence investor views on pay-for-performance alignment and governance. Shareholders should weigh the company's compensation metrics (EPS-focused performance awards and significant equity grants) against realized pay outcomes and recent corporate events when evaluating the merits of the say-on-pay vote.
Ratify RSM US LLP as the company's independent registered public accounting firm for fiscal year ending March 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Prescott General Partners LLC | 32.43% | 1,512,424 | $339M |
| 2 | BlackRock, Inc. | 6.27% | 292,241 | $65M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.47% | 208,447 | $47M |
| 4 | AQR CAPITAL MANAGEMENT LLC | 4.27% | 199,263 | $45M |
| 5 | JACOBS LEVY EQUITY MANAGEMENT, INC | 2.43% | 113,086 | $25M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.39% | 111,615 | $25M |
| 7 | STATE STREET CORP | 2.28% | 106,260 | $24M |
| 8 | BNP PARIBAS FINANCIAL MARKETS | 2.06% | 95,846 | $21M |
| 9 | JPMORGAN CHASE CO | 2.05% | 95,633 | $21M |
| 10 | AMERICAN CENTURY COMPANIES INC | 1.98% | 92,361 | $21M |
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