Shareholder Proposals and Proxy Contests Data API
The Shareholder Proposals and Proxy Contests Data API shows which shareholders challenge the board of a public company, on which topics, and how much support they get. The data comes from proxy statements filed on SEC Form DEF 14A and Form DEFC14A. A company files a proxy statement before each shareholder meeting. The proxy statement lists the matters that shareholders vote on, including the proposals that shareholders submit. When a shareholder opposes the board, for example with its own director candidates, the company and the shareholder each file a proxy statement on Form DEFC14A. This is a proxy contest.
The API extracts the shareholder proposals, the details of proxy contests, the agreements that give shareholders board seats, and the rules and dates that shareholders must follow to submit proposals and director candidates for the next annual meeting. Each record covers one proxy statement. The records of one company over several years show how the pressure from its shareholders changes.
| Filed at | Ticker | Company | Form | Filed by | Meeting | Contested | Contest type | Dissident | Proposals | Prior support (%) | Agreements | 13D holders | Engaged (%) | Solicitor | Solicitor fee | Solicitation cost | 14a-8 deadline | Proxy access | CIK | Accession no. | Details |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026-10-06 | AVT | AVNET INC | DEF 14A | registrant | 2026-11-20 | No | – | – | 1 | – | 0 | 0 | – | – | – | – | 2027-06-08 | – | 8858 | 0001104659-26-114038 | |
| 2026-09-30 | EL | ESTEE LAUDER COMPANIES INC | DEF 14A | registrant | 2026-11-17 | No | – | – | 1 | – | 1 | 0 | – | Sodali & Co | $10,600.00 | – | 2027-06-02 | – | 1001250 | 0001104659-26-112176 | |
| 2026-09-25 | ORCL | ORACLE CORP | DEF 14A | registrant | 2026-11-18 | No | – | – | 1 | – | 0 | 0 | – | Innisfree M&A Incorporated | $25,000.00 | – | 2027-05-28 | Yes | 1341439 | 0001193125-26-402816 | |
| 2026-09-25 | TPL | Texas Pacific Land Corp | DEF 14A | registrant | 2026-11-05 | No | – | – | 0 | -∞ | 1 | 1 | – | Innisfree M&A Incorporated | $50,000.00 | – | 2026-11-27 | Yes | 1811074 | 0001104659-26-110963 | |
| 2026-09-24 | LRCX | LAM RESEARCH CORP | DEF 14A | registrant | 2026-11-03 | No | – | – | 1 | 41 | 0 | 0 | 47 | D.F. King & Co., Inc. | $15,000.00 | – | 2027-05-27 | Yes | 707549 | 0000707549-26-000047 | |
| 2026-09-24 | ETD | ETHAN ALLEN INTERIORS INC | DEFC14A | registrant | 2026-11-04 | Yes | board_control | DGB Investment, Inc. | 0 | -∞ | 0 | 1 | – | Georgeson | $250,000.00 | $1,200,000.00 | 2027-05-27 | Yes | 896156 | 0001539497-26-002587 | |
| 2026-09-18 | LFVN | Lifevantage Corp | DEF 14A | registrant | 2026-11-05 | No | – | – | 0 | -∞ | 1 | 0 | – | Sodali & Co. | $10,000.00 | – | 2027-05-21 | – | 849146 | 0001193125-26-395513 | |
| 2026-09-18 | ETD | ETHAN ALLEN INTERIORS INC | DEFC14A | other_party | – | Yes | board_control | DGB Investment, Inc., Douglas Bergeron Qualified Personal Residence Trust, Bergeron Nieces and Nephews Trust, Jennifer M. Harrison | 0 | -∞ | 0 | 0 | – | Okapi Partners LLC | $775,000.00 | $1,250,000.00 | – | Yes | 896156 | 0000921895-26-002581 | |
| 2026-09-17 | FOX | Fox Corp | DEF 14A | registrant | 2026-11-04 | No | – | – | 1 | 38 | 0 | 1 | 30 | – | – | – | 2027-05-20 | – | 1754301 | 0001628280-26-062480 | |
| 2026-09-04 | EMPD | Empery Digital Inc. | DEFC14A | other_party | 2026-10-14 | Yes | board_minority | ATG Capital Opportunities Fund LP | 0 | -∞ | 0 | 2 | – | Saratoga Proxy Consulting, LLC | $90,000.00 | $9,150,000.00 | 2027-05-05 | – | 1829794 | 0000921895-26-002480 | |
| 2026-08-28 | BETR | Better Home & Finance Holding Co | DEFC14A | registrant | – | Yes | board_control | Vishal Garg | 2 | – | 0 | 4 | – | Saratoga Proxy Consulting, LLC | $150,000.00 | $3,500,000.00 | 2026-12-31 | – | 1835856 | 0001140361-26-034776 | |
| 2026-06-10 | FRMI | Fermi Inc. | DEFC14A | other_party | – | Yes | special_meeting | Toby R. Neugebauer, Vicksburg Investments Management LLC, Melissa A. Neugebauer 2020 Trust | 5 | – | 1 | 1 | – | Saratoga Proxy Consulting LLC | $325,000.00 | $1,500,000.00 | – | – | 2071778 | 0001213900-26-067352 | |
| 2026-05-18 | LULU | lululemon athletica inc. | DEFC14A | registrant | 2026-06-25 | Yes | board_minority | Dennis J. Wilson | 1 | – | 1 | 1 | – | Okapi Partners | $700,000.00 | $19,000,000.00 | 2027-01-18 | – | 1397187 | 0001213900-26-058095 | |
| 2026-05-13 | TWO | TWO HARBORS INVESTMENT CORP. | DEFC14A | other_party | 2026-05-19 | Yes | proposal | UWM Holdings Corporation | 0 | -∞ | 0 | 0 | – | Okapi Partners | – | – | – | – | 1465740 | 0001783398-26-000074 | |
| 2026-03-27 | LUV | SOUTHWEST AIRLINES CO | DEF 14A | registrant | 2026-05-07 | No | – | – | 0 | -∞ | 1 | 1 | 50 | – | – | – | 2026-11-28 | Yes | 92380 | 0001193125-26-127237 | |
| 2026-01-26 | SBUX | STARBUCKS CORP | DEF 14A | registrant | 2026-03-25 | No | – | – | 6 | – | 0 | 0 | 43 | Alliance Advisors | $30,000.00 | – | 2026-09-28 | Yes | 829224 | 0001213900-26-007780 |
The data is extracted from the text of the proxy statement: the cover page, the shareholder proposals, the sections on the proxy contest and the election of directors, the security ownership table, the shareholder engagement section, the section on the cost of the solicitation and the section on proposals for the next annual meeting. The data is provided in a structured JSON format. The extracted information includes:
- Party that filed the proxy statement: the company or a shareholder
- Proxy contest status, the opposing shareholders and their shares, their director candidates, the number of seats they seek, the color of each proxy card, and court actions between the parties
- Shareholder proposals with topic, resolution text, proponent, board recommendation, the reasons of the board, and the support for the same proposal at an earlier meeting
- Agreements under which shareholders name director candidates, such as cooperation agreements with activist investors, with the standstill terms
- Owners of more than 5% of the shares who report on Schedule 13D
- Shareholder engagement: the share of the stock that the company contacted and met, the topics discussed and the changes that followed
- Proxy solicitor, its fee and the total cost of the solicitation
- Deadlines for shareholder proposals and director candidates for the next annual meeting
- Proxy access terms: ownership minimum, holding period, group size and the limit on candidates
- Short quotes from the proxy statement that support key values
API Endpoint
Search and retrieve the shareholder proposal and proxy contest data of proxy statements by sending POST HTTP requests with search parameters as JSON-formatted payload to the following API endpoint:
Supported HTTP methods: POST
Request and response content type: JSON
Authentication
To authenticate your API requests, use the API key available in your user profile. You can use your API key in one of two ways. Choose the method that best fits your implementation:
- Authorization Header: Include your API key as an
Authorizationheader in yourPOSTrequests. For instance, before sending aPOSTrequest tohttps://api.sec-api.io/shareholder-proposals-proxy-contests, ensure the header is set as follows:Authorization: YOUR_API_KEY. - Query Parameter: Alternatively, append your API key directly to the URL as a query parameter. For example, when making
POSTrequests, use the URLhttps://api.sec-api.io/shareholder-proposals-proxy-contests?token=YOUR_API_KEYinstead of the base endpoint.
Request Parameters
Search the shareholder proposal and proxy contest data of proxy statements by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the Response Structure section below. Send a search query as a JSON-formatted payload to the API using the structure explained below.
Request parameters:
query: string
Your search criteria in the format field:value defining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets ([, ]), wildcards (*) and search expression grouping with normal brackets ((, )). More information on Lucene is available here. Query examples are available below.
from: integer
Specifies the starting position of your results, allowing for pagination. For instance, set from to 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned per query. To retrieve all results in your search universe, increment from by the value of the size parameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If your query locates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with a filedAt date range filter, e.g., filedAt:[2025-01-01 TO 2025-01-31] (all filings from January 2025), then paginate through the results by incrementing from, and once completed, repeat the process for the next month, and so on.
size: integer
The number of results to be returned per request. Default: 50. Maximum: 50.
sort: array
An array of objects that specify how the returned results are sorted. For example, [{ "filedAt": { "order": "desc" } }] sorts the results by the filing date, most recent filings first. Set order to asc to sort in ascending order.
Request Examples
Find all proxy statements filed in 2026 that report a proxy contest or an agreement with an activist shareholder, with the result sorted by the filing date, starting with the most recent filings. The result includes the proxy statements of the company and of the opposing shareholder. Increment the from parameter by 50 on each subsequent request to paginate through the results.
Find all proxy statements with a shareholder proposal that received at least 30% support when shareholders voted on it at an earlier meeting. A proposal that returns with high support puts pressure on the board to act.
Response Structure
Response type: JSON
The API response represents a JSON object with two fields: total (object) and data (array). The total.value field indicates the total number of results matching your search query. The data array holds up to 50 items per request. Each item represents the extracted data from one proxy statement filed on Form DEF 14A or Form DEFC14A.
The data contains only facts that the proxy statement states. A value of null or not_stated, or an empty array, means that the proxy statement does not state the fact. A proxy statement of an opposing shareholder has two items in entities: the company that holds the meeting, marked (Subject), and the shareholder that filed the proxy statement, marked (Filed by). Percentages are numbers from 0 to 100. Dates use the format YYYY-MM-DD, or YYYY-MM and YYYY when the text gives only the month or the year. Amounts are in USD. Each item has the following structure:
accessionNo: string
Accession number of the filing, e.g. 0001539497-26-002587.
formType: string
EDGAR form type. DEFC14A is a definitive proxy statement in a contested solicitation, filed by the company or by the opposing shareholder. Possible values: DEF 14A, DEFC14A.
filedAt: date
Date and time at which SEC EDGAR accepted the filing, e.g. 2026-09-24T07:00:55-04:00.
periodOfReport: date
Period of report as stated in the EDGAR header of the filing, e.g. 2026-11-20. For a proxy statement on Form DEF 14A, this is usually the date of the shareholder meeting. This field is null when the EDGAR header gives no period, for example for most proxy statements on Form DEFC14A.
entities: array of objects
Companies and persons named in the EDGAR header of the filing. A proxy statement filed by the company has one entity, marked (Filer). A proxy statement on Form DEFC14A has two entities: the company that holds the meeting, marked (Subject), and the party that filed the proxy statement, marked (Filed by). The company that holds the meeting is always the first entity.
cik: string
Central Index Key (CIK) of the entity, without leading zeros, e.g. 896156.
ticker: string
Trading symbol of the common stock of the entity, e.g. ETD. This field is null when the entity has no symbol, for example a private investment fund or a person.
companyName: string
Name of the entity as in EDGAR, with its role in the filing in brackets: (Filer), (Subject) or (Filed by), e.g. ETHAN ALLEN INTERIORS INC (Subject).
irsNo: string
Employer identification number of the entity, assigned by the Internal Revenue Service (IRS), e.g. 061275288.
fiscalYearEnd: string
Last day of the fiscal year of the entity, in the format MMDD, e.g. 0630.
stateOfIncorporation: string
Code of the state or country in which the entity is incorporated, e.g. DE.
sic: string
Standard Industrial Classification (SIC) code and industry title of the entity, as in EDGAR, e.g. 2511 Wood Household Furniture, (No Upholstered).
act: string
Securities law under which the entity files, as in EDGAR, e.g. 34. 34 is the Securities Exchange Act of 1934.
fileNo: string
SEC file number of the entity, e.g. 001-11692.
filmNo: string
Film number that SEC EDGAR assigned to the filing document of the entity, e.g. 261402133.
meetingDate: date
Date of the shareholder meeting, e.g. 2026-11-04.
meetingType: string
Type of the shareholder meeting as the proxy statement names it. Possible values: annual, special, annual_and_special, not_stated.
url: string
URL of the main filing document on SEC EDGAR.
filer: object
Party that files the proxy statement, from the checkboxes on the Schedule 14A cover page. A proxy statement filed by a party other than the company signals a proxy contest.
filedBy: string
Checked box on the cover page. registrant is the company. other_party is a shareholder or another person. Possible values: registrant, other_party, not_stated.
personFilingName: string
Name in the cover page field "Name of Person(s) Filing Proxy Statement, if other than the Registrant", as printed. Is null when the field is empty or not applicable.
contest: object
Proxy contest at the meeting. In a proxy contest, a shareholder asks other shareholders to vote against the board, for example to elect the shareholder's own director candidates.
isContested: boolean
true when the proxy statement states that a party other than the board solicits proxies or written consents, or has given notice that it will nominate director candidates, for this meeting or action. false in all other cases.
contestType: string
Aim of the opposing party as stated: board_minority (fewer than half of the seats), board_control (half of the seats or more), proposal (vote for or against a proposal), special_meeting (call a special meeting), other. Is null when isContested is false. Possible values: board_minority, board_control, proposal, special_meeting, other.
dissidents: array of objects
Opposing shareholders that solicit proxies, as named in the proxy statement.
name: string
Name of the shareholder or group, as printed, e.g. DGB Investment, Inc.
sharesOwned: number
Number of shares that the shareholder owns, as stated, e.g. 1300000.
ownershipPct: number
Percentage of the outstanding shares that the shareholder owns, as stated, e.g. 5.2.
dissidentNominees: array of strings
Names of the director candidates of the opposing shareholder, e.g. ["Douglas G. Bergeron"].
seatsUpForElection: integer
Number of board seats up for election at the meeting, as stated, e.g. 5.
seatsSought: integer
Number of board seats for which the opposing shareholder nominates candidates, e.g. 5.
universalProxyCard: boolean
true when the proxy card lists the candidates of both the board and the opposing shareholder, as SEC Rule 14a-19 requires in contested director elections since September 2022.
companyCardColor: string
Color of the proxy card of the company, in upper case, e.g. BLUE. In a contest, each side uses a card of a different color.
dissidentCardColor: string
Color of the proxy card of the opposing shareholder, in upper case, e.g. WHITE.
filerRecommendation: string
What the filer asks shareholders to do with the proxy cards. A company asks for vote_company_card, an opposing shareholder for vote_dissident_card. not_stated when there is no contest. Possible values: vote_company_card, vote_dissident_card, no_recommendation, not_stated.
litigation: string
Short description of court actions between the company and the opposing shareholder, as stated.
background: string
Short summary of the background of the contest: first contact, demands, meetings and offers, as stated.
shareholderProposals: array of objects
Proposals submitted by shareholders for a vote at the meeting, mostly under SEC Rule 14a-8, or for written consent in a consent solicitation. One item per proposal. Proposals of the board, such as say-on-pay or the auditor vote, are not included.
proposalNumber: string
Number of the proposal as printed, e.g. 5.
title: string
Title of the proposal as printed, e.g. Simple Majority Vote.
category: string
Topic of the proposal, classified from the title and the resolution text. Possible values: independent_chair, declassify_board, majority_voting, special_meeting_right, written_consent, proxy_access, simple_majority_vote, dual_class_recapitalization, executive_compensation, political_spending_lobbying, climate_environment, human_rights_labor, diversity_equity_inclusion, animal_welfare, artificial_intelligence, governance_other, social_other.
proponent: string
Name of the shareholder that submitted the proposal, as printed, e.g. John Chevedden. Is null when the proxy statement only offers to give the name on request.
proponentType: string
Type of the shareholder that submitted the proposal, as the proxy statement describes it. Possible values: individual, public_pension_fund, labor_union_fund, asset_manager, religious_or_nonprofit, activist_investor, other, not_stated.
proponentShares: number
Number of shares that the shareholder owns, as stated, e.g. 25.
resolution: string
Text of the resolution, as printed, usually starting with "RESOLVED".
boardRecommendation: string
Vote recommendation of the board on the proposal. Possible values: for, against, no_recommendation, not_stated.
oppositionSummary: string
Short summary of the reasons of the board against the proposal, from the statement in opposition.
priorSupportPct: number
Support for the same or a similar proposal at an earlier meeting, in percent, as printed, e.g. 41. Is null when the proxy statement gives no earlier result.
nomineeAgreements: array of objects
Agreements under which a person was named or will be named as director candidate, for example a settlement with an activist shareholder or the rights of a large investor. One item per agreement.
counterparty: string
Name of the shareholder or other party to the agreement, as printed, e.g. Lauder Family Members party to the Stockholders' Agreement.
agreementType: string
Type of agreement. cooperation_settlement is an agreement with an activist shareholder, often called a cooperation, nomination or settlement agreement. investor_rights gives a large investor the right to name directors. class_or_series_rights is a right of a class or series of shares to elect directors. Possible values: cooperation_settlement, investor_rights, merger_or_acquisition, financing, class_or_series_rights, other.
agreementDate: date
Date of the agreement, as stated, e.g. 2026-05-05.
nominees: array of strings
Names of the directors or candidates named under the agreement, e.g. ["William P. Lauder"].
standstill: boolean
true when the agreement stops the shareholder from buying more shares or from starting a proxy contest for a period of time, as stated.
standstillEndDate: date
End date of the standstill period, as stated, e.g. 2026-03-12.
summary: string
Short summary of the terms of the agreement, as stated.
schedule13DHolders: array of objects
Owners of more than 5% of a class of shares whose ownership the proxy statement takes from a Schedule 13D. A shareholder files a Schedule 13D instead of the short Schedule 13G when it intends to influence the control of the company. Directors, officers and parent companies also file Schedule 13D.
name: string
Name of the shareholder, as printed in the ownership table, e.g. DGB Investment, Inc.
sharesOwned: number
Number of shares owned, as printed, e.g. 1300000.
ownershipPct: number
Percentage of the class owned, as printed, e.g. 5.2.
scheduleFiledDate: date
Filing date of the latest Schedule 13D or amendment that the proxy statement refers to, e.g. 2026-08-27.
engagement: object
Program of the company to meet its shareholders and to discuss their concerns outside the meeting.
hasProgram: boolean
true when the proxy statement describes meetings or calls with shareholders during the year.
shareholdersContacted: integer
Number of shareholders that the company contacted, as stated, e.g. 25.
pctSharesContacted: number
Percentage of the outstanding shares held by the contacted shareholders, as stated, e.g. 60.
shareholdersEngaged: integer
Number of shareholders that met or spoke with the company, as stated, e.g. 7.
pctSharesEngaged: number
Percentage of the outstanding shares held by the shareholders that met or spoke with the company, as stated, e.g. 47.
directorsParticipated: boolean
true when the proxy statement states that independent directors took part in the meetings.
topics: array of strings
Topics discussed with shareholders, as listed, e.g. ["strategic initiatives"].
actionsTaken: array of strings
Changes that the company made after the discussions, as stated, e.g. ["enhancements to financial disclosures"].
proxySolicitor: object
Firm that the filer pays to ask shareholders to vote, and the cost of the solicitation. A large fee often signals a contested or close vote.
name: string
Name of the proxy solicitation firm, as printed, e.g. Georgeson.
feeUSD: number
Fee of the proxy solicitation firm in USD, as stated, without expenses, e.g. 250000. When the text gives an upper limit ("up to"), the field holds that limit.
totalSolicitationCostUSD: number
Total expected cost of the solicitation in USD, as stated, e.g. 1200000. Contested proxy statements must state it.
costBearer: string
Party that pays the cost of the solicitation. Possible values: company, filer_shareholder, fund_or_adviser, other, not_stated.
reimbursementSought: boolean
true when an opposing shareholder states that it will ask the company to repay its solicitation cost.
nextMeetingDeadlines: object
Dates by which shareholders must submit proposals and director candidates for the next annual meeting.
rule14a8Deadline: date
Last date to submit a shareholder proposal for the proxy statement of the next annual meeting under SEC Rule 14a-8, e.g. 2027-05-27.
advanceNoticeStart: date
First date to give notice of a director candidate or other business under the advance notice bylaw, e.g. 2027-07-07. Advance notice bylaws set a time window for proposals that are not in the company's proxy statement.
advanceNoticeEnd: date
Last date to give notice under the advance notice bylaw, e.g. 2027-08-06.
rule14a19Deadline: date
Last date to give notice of a solicitation for director candidates other than those of the board, under SEC Rule 14a-19 (universal proxy), e.g. 2027-08-06.
proxyAccessStart: date
First date to submit a director candidate under the proxy access bylaw, e.g. 2027-06-07.
proxyAccessEnd: date
Last date to submit a director candidate under the proxy access bylaw, e.g. 2027-07-07.
proxyAccess: object
Proxy access bylaw. Proxy access lets long-term shareholders put their own director candidates in the company's proxy statement.
hasProxyAccess: boolean
true when the proxy statement states that the bylaws provide proxy access.
ownershipPct: number
Minimum percentage of the outstanding shares that the nominating shareholder or group must own, e.g. 3.
holdingYears: number
Minimum number of years for which the shares must be held, e.g. 3.
groupLimit: integer
Maximum number of shareholders that can combine their shares to reach the ownership minimum, e.g. 20.
seatCapPct: number
Maximum number of proxy access candidates, as a percentage of the board seats, e.g. 20.
seatCapMin: integer
Number of candidates that shareholders can always nominate, when the percentage limit gives a lower number, e.g. 2.
evidence: object
Short quotes from the proxy statement that support key values. Each key is the path of a field, e.g. contest.dissidents, and each value is the quote.
Response Example
1
{
2
"total": {
3
"value": 1,
4
"relation": "eq"
5
},
6
"data": [
7
{
8
"accessionNo": "0001539497-26-002587",
9
"formType": "DEFC14A",
10
"filedAt": "2026-09-24T07:00:55-04:00",
11
"periodOfReport": null,
12
"entities": [
13
{
14
"cik": "896156",
15
"ticker": "ETD",
16
"companyName": "ETHAN ALLEN INTERIORS INC (Subject)",
17
"irsNo": "061275288",
18
"fiscalYearEnd": "0630",
19
"stateOfIncorporation": "DE",
20
"sic": "2511 Wood Household Furniture, (No Upholstered)",
21
"act": "34",
22
"fileNo": "001-11692",
23
"filmNo": "261402133"
24
},
25
{
26
"cik": "896156",
27
"ticker": "ETD",
28
"companyName": "ETHAN ALLEN INTERIORS INC (Filed by)",
29
"irsNo": "061275288",
30
"fiscalYearEnd": "0630",
31
"stateOfIncorporation": "DE",
32
"sic": "2511 Wood Household Furniture, (No Upholstered)",
33
"act": null,
34
"fileNo": null,
35
"filmNo": null
36
}
37
],
38
"meetingDate": "2026-11-04",
39
"meetingType": "annual",
40
"url": "https://www.sec.gov/Archives/edgar/data/896156/000153949726002587/n6029_x3-defc14a.htm",
41
"filer": {
42
"filedBy": "registrant",
43
"personFilingName": null
44
},
45
"contest": {
46
"isContested": true,
47
"contestType": "board_control",
48
"dissidents": [
49
{
50
"name": "DGB Investment, Inc.",
51
"sharesOwned": 1300000,
52
"ownershipPct": 5.2
53
}
54
],
55
"dissidentNominees": [
56
"Douglas G. Bergeron",
57
"Anna Brockway",
58
"Kristine E. Miller",
59
"Stephen Oblak",
60
"Stefanie Tsen Ward"
61
],
62
"seatsUpForElection": 5,
63
"seatsSought": 5,
64
"universalProxyCard": true,
65
"companyCardColor": "BLUE",
66
"dissidentCardColor": "WHITE",
67
"filerRecommendation": "vote_company_card",
68
"litigation": null,
69
"background": "On June 5, 2026, DGB asked to discuss value creation ideas; the CEO met DGB on June 10 and June 16, 2026. On August 5, 2026, DGB delivered a notice nominating six candidates, issued an open letter and filed a Schedule 13D (about 5.0%). DGB made Section 220 books and records demands on August 11 and August 25, 2026. On August 19, 2026, the Company declared a $3.00 special dividend and stated the Board had been reduced from six to five directors. On August 27, 2026, DGB withdrew one nominee and reported about 5.2% ownership."
70
},
71
"shareholderProposals": [],
72
"nomineeAgreements": [],
73
"schedule13DHolders": [
74
{
75
"name": "DGB Investment, Inc.",
76
"sharesOwned": 1300000,
77
"ownershipPct": 5.2,
78
"scheduleFiledDate": "2026-08-27"
79
}
80
],
81
"engagement": {
82
"hasProgram": true,
83
"shareholdersContacted": null,
84
"pctSharesContacted": null,
85
"shareholdersEngaged": null,
86
"pctSharesEngaged": null,
87
"directorsParticipated": null,
88
"topics": [
89
"strategic initiatives",
90
"financial and operating performance",
91
"capital allocation",
92
"impact of tariff legislation",
93
"succession planning",
94
"global macro-economic conditions",
95
"near and long-term industry outlook",
96
"tariffs and margins",
97
"sales volume and product pricing",
98
"design center openings, relocations and projections"
99
],
100
"actionsTaken": []
101
},
102
"proxySolicitor": {
103
"name": "Georgeson",
104
"feeUSD": 250000,
105
"totalSolicitationCostUSD": 1200000,
106
"costBearer": "company",
107
"reimbursementSought": null
108
},
109
"nextMeetingDeadlines": {
110
"rule14a8Deadline": "2027-05-27",
111
"advanceNoticeStart": "2027-07-07",
112
"advanceNoticeEnd": "2027-08-06",
113
"rule14a19Deadline": "2027-08-06",
114
"proxyAccessStart": "2027-06-07",
115
"proxyAccessEnd": "2027-07-07"
116
},
117
"proxyAccess": {
118
"hasProxyAccess": true,
119
"ownershipPct": 3,
120
"holdingYears": 3,
121
"groupLimit": 20,
122
"seatCapPct": 20,
123
"seatCapMin": 2
124
},
125
"evidence": {
126
"contest.dissidents": "the Company’s Board of Directors (the “Board”) has received notice from DGB Investment, Inc. (“DGB”), which owns approximately 5.2% of the Company’s outstanding common stock as of the record date for the Annual Meeting, expressing its intention to nominate five director candidates",
127
"contest.dissidentNominees": "On August 27, 2026, as a result of DGB’s assumption regarding the size of the Board, the Company received written notice from DGB withdrawing the nomination of Ms. O’Reilly for election to the Board at the Annual Meeting.",
128
"contest.dissidentCardColor": "including an opposition proxy statement and proxy card (in white), which will contain more information on the DGB Nominees",
129
"proxySolicitor.feeUSD": "We will pay Georgeson a fee not to exceed $250,000 plus costs and expenses.",
130
"proxySolicitor.totalSolicitationCostUSD": "as a result of the proxy contest brought by DGB will be $1,200,000 in the aggregate, of which approximately $500,000 has been incurred to date.",
131
"schedule13DHolders[0]": "Based on Schedule 13D/A filed with the SEC on August 27, 2026, in which DGB Investment, Inc., reported that, as of August 27, 2026, it had voting power over 1,300,000 shares of common stock."
132
}
133
}
134
]
135
}