Judy Gawlik Brown
Independent
Tenure on this board
New nominee
4 nominees · 4 ballot items.
Election of four directors; advisory approval of named executive officer compensation; ratification of PwC as independent registered public accounting firm; approval to amend Certificate of Incorporation to declassify the Board over a three-year period.
Elect four Class II directors (Judy Gawlik Brown, Sue H. Rataj, George A. Scangos, Ph.D., and Dow R. Wilson) to three-year terms ending in 2029; routine director elections.
Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory (non-binding) approval of the compensation of the company’s named executive officers as disclosed in the proxy. Management seeks shareholder input to validate its pay-for-performance approach, which emphasizes a high percentage of at-risk compensation (short-term and long-term incentives) tied to revenue, operating margin, EPS and relative TSR metrics. The Compensation Committee has reviewed executive pay practices, engaged an independent consultant, and adjusted incentives for fiscal 2026 to align with strategic priorities and market practice; the committee cites strong shareholder support historically (89% Say-on-Pay in 2025) and ongoing stockholder engagement as rationale. While non-binding, the Company will consider the vote results in future compensation decisions; risks include potential investor dissatisfaction if pay and performance diverge, but management highlights robust governance features (clawbacks, independent committee, stock ownership guidelines, recoupment policy) to mitigate concerns.
Ratify the Audit and Finance Committee’s appointment of PwC as the independent registered public accounting firm for fiscal 2026.
Approve amendment to the Third Amended and Restated Certificate of Incorporation to eliminate the classified board structure over a three‑year transition so that all directors will be elected annually beginning in 2029.
This management proposal asks stockholders to approve an amendment to the Certificate of Incorporation to phase out the classified board over a three‑year period, responding to a 2025 stockholder proposal and subsequent outreach that showed significant stockholder support for declassification. Management frames this as enhancing accountability by shifting to annual director elections by 2029 while allowing a gradual transition to avoid abrupt board turnover. The Board recommends the amendment citing stockholder feedback, governance evolution, and alignment with market practice; the change also has implications for director removal rules (allowing removal without cause after declassification) and requires a majority of outstanding shares to pass. The proposal is routine but significant in corporate governance, balancing investor preferences for annual elections against benefits of board continuity from classified structures.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 11.1% | 31,304,651 | $4.3B |
| 2 | T. Rowe Price Investment Management, Inc. | 4.8% | 13,468,705 | $1.8B |
| 3 | STATE STREET CORP | 4.5% | 12,681,792 | $1.7B |
| 4 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 3.6% | 10,261,641 | $1.4B |
| 5 | BlackRock, Inc. | 3.2% | 8,933,486 | $1.2B |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 2.4% | 6,841,966 | $931M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 6,567,350 | $890M |
| 8 | BlackRock, Inc. | 2.0% | 5,764,439 | $784M |
| 9 | Pictet Asset Management Holding SA | 1.7% | 4,664,881 | $635M |
| 10 | DEUTSCHE BANK AG\ | 1.6% | 4,528,564 | $616M |
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