Not independent
Tenure on this board
40.4 yrs
9 nominees · 3 ballot items.
Elect nine directors to hold office until the 2027 Annual Meeting; ratify Ernst & Young LLP as the company’s independent registered public accounting firm for 2026; and approve, on an advisory basis, the compensation of the company’s named executive officers (say-on-pay).
Elect each of the nine nominees named in the proxy to hold office until the 2027 Annual Meeting and until their successors are duly elected and qualified.
Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (‘‘say-on-pay’’).
This advisory proposal asks stockholders to approve, on a non-binding basis, the company’s compensation program for its named executive officers as disclosed in the proxy materials. Management seeks this endorsement to reaffirm alignment between executive pay and the company’s strategic and financial objectives, highlighting a pay-for-performance framework that emphasizes short-term cash incentives tied to adjusted revenue and adjusted EBITDAC growth and long-term incentives (PSUs and stock options) tied to multi-year adjusted EBITDAC per share growth. The Compensation Committee notes features intended to align interests with shareholders and limit risk, including deferred equity participation, clawback provisions, vesting schedules, stock ownership guidelines and no single-trigger change-in-control excise tax gross-ups. The Board argues that the program supported strong 2025 performance—notably 20.7% adjusted revenue growth and 25.7% adjusted EBITDAC growth—and that prior shareholder approval (91.2% in 2025) indicates broad investor support. Because the vote is advisory, it will not bind the company, but the Board and Compensation Committee will review results when considering future program design and decisions. Key contextual governance information includes the Committee’s use of external compensation consultants, peer and survey benchmarking, and the company’s emphasis on M&A integration metrics given significant acquisition activity in 2025 (including the AssuredPartners acquisition). The Board’s recommendation to vote FOR is driven by its view that the program appropriately balances pay and performance, incentivizes long-term value creation, and supports retention of executive talent critical to executing strategic initiatives. Shareholders are therefore asked to confirm support for the described pay philosophy, metrics and award practices through this advisory vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 16,699,898 | $3.6B |
| 2 | JPMORGAN CHASE CO | 5.5% | 14,144,914 | $3.1B |
| 3 | Capital World Investors | 5.4% | 13,817,720 | $3.0B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.8% | 12,419,279 | $2.7B |
| 5 | STATE STREET CORP | 4.3% | 10,973,921 | $2.4B |
| 6 | FMR LLC | 3.9% | 10,012,212 | $2.2B |
| 7 | DODGE COX | 2.9% | 7,354,915 | $1.6B |
| 8 | BlackRock, Inc. | 2.7% | 6,858,846 | $1.5B |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 5,417,051 | $1.2B |
| 10 | BlackRock, Inc. | 2.1% | 5,357,672 | $1.2B |
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