Independent
Tenure on this board
1.1 yrs
9 nominees · 3 ballot items.
Election of nine directors; non-binding advisory approval of executive compensation (say-on-pay); and ratification of Grant Thornton LLP as independent registered public accountants for fiscal 2027.
Elect nine directors to the Board of Directors to serve until the 2027 Annual Meeting and until their successors are elected and qualified.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory 'say-on-pay' vote approving the Company's disclosed executive compensation for named executive officers. Management seeks stockholder endorsement as a matter of good governance and to inform the Compensation Committee's future decisions; although non-binding, a favorable vote supports the company's compensation philosophy and changes undertaken (e.g., shift toward performance-based equity awards, vesting periods, clawback policy). The Board recommends voting FOR, explaining that the program aligns pay with performance through metrics such as EBITDA, EPS-based performance awards, PRSUs tied to TSR relative to peers, and other measures; it highlights extensive stockholder engagement and recent program changes (longer option vesting, performance-based awards, dividend policy) to respond to investor feedback. The proposal's advisory nature means it will not directly alter compensation contracts but will influence future compensation design; key context includes strong FY2026 financial results, significant equity awards and cash bonuses to NEOs, and the Compensation Committee’s rationale emphasizing retention, alignment with shareholders, and risk mitigation policies.
Ratify Grant Thornton LLP as the Company's independent registered public accountants for fiscal year ending January 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 5.12% | 713,833 | $224M |
| 2 | FIRST TRUST ADVISORS LP | 4.30% | 599,149 | $188M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 4.29% | 598,599 | $188M |
| 4 | BlackRock, Inc. | 4.18% | 582,688 | $183M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.28% | 457,251 | $143M |
| 6 | MAVERICK CAPITAL LTD | 3.15% | 438,858 | $138M |
| 7 | BlackRock, Inc. | 2.89% | 403,347 | $126M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.69% | 375,542 | $118M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.55% | 356,283 | $112M |
| 10 | STATE STREET CORP | 2.24% | 312,003 | $98M |
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