The company received only 44% shareholder support on Say on Pay at the 2025 annual meeting — a near-rejection that triggers an automatic AGAINST under the policy unless the company has made meaningful structural changes, which it has not fully done: the problematic one-time 'Stock Price Awards' from 2024 (a single large award covering multiple future years, reported all at once) remain in place, and annual equity opportunities have merely been cut 50% rather than eliminated or redesigned with clearer performance metrics. The CEO's base salary of $900,000 represents approximately 55% of his $1,628,438 total 2025 compensation, exceeding the policy's 40% fixed-pay ceiling, and the incentive portion — while nominally performance-based — was earned at a below-Goal level ($1.55 actual vs. $1.77 goal) even as the stock declined 53% over one year and 21% over three years, lagging the XLK technology ETF benchmark by over 111 percentage points. The company engaged shareholders and made some disclosure improvements, but the core structural concerns that drove the 2025 rejection — the front-loaded special awards, the resulting high fixed-pay ratio, and the disconnect between pay outcomes and shareholder returns — have not been sufficiently resolved to merit a FOR vote.

Non-audit fees (audit-related fees of $23,100 plus other fees of $12,500, totaling $35,600) represent approximately 5.4% of audit fees ($658,909), well below the 50% threshold that would raise independence concerns. RSM is a large national firm appropriate for a company of this size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy; this is noted as a minor negative but does not affect the vote.