Not independent
Tenure on this board
48.4 yrs
3 nominees · 3 ballot items.
Election of three directors; advisory (non-binding) approval of named executive officers’ compensation; ratification of Baker Tilly US, LLP as independent registered public accounting firm for fiscal 2026.
Elect three directors to hold office until the 2029 annual meeting.
Advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory, non-binding approval of the named executive officers’ compensation as disclosed in the proxy statement, including the CD&A, compensation tables and narrative. Management and the compensation committee frame compensation to align with the company’s culture, emphasize pay-for-performance and significant at-risk components, and use net sales, product margin and operating profit as the key short-term incentive metrics. The board recommends a vote FOR, citing strong prior shareholder support (99.4% in 2025) and the committee’s view that the program balances retention, pay-at-risk, and long-term equity alignment. The advisory vote is non-binding but the board will consider significant negative votes and may adjust practices. The proposal is routine in that it is an annual 'say-on-pay' advisory vote and involves extensive disclosure of compensation policies and outcomes; the recommendation rationale emphasizes alignment with shareholders, market benchmarking, and governance controls (clawback policy, independent consultant).
Ratify Baker Tilly US, LLP as independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.79% | 982,587 | $26M |
| 2 | VANGUARD GROUP INC | 5.34% | 905,643 | $24M |
| 3 | BlackRock, Inc. | 4.81% | 815,734 | $21M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 4.00% | 678,877 | $18M |
| 5 | GOLDMAN SACHS GROUP INC | 3.47% | 588,403 | $15M |
| 6 | BlackRock, Inc. | 3.19% | 540,595 | $14M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.04% | 516,049 | $13M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.38% | 404,029 | $11M |
| 9 | TOWLE CO | 2.33% | 394,558 | $10M |
| 10 | JACOBS LEVY EQUITY MANAGEMENT, INC | 2.22% | 377,220 | $10M |
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