Align Technology Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of ten director nominees to serve one-year terms until the next annual meeting or until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve the Compensation of our Named Executive Officers

   ManagementBoard: FOR

   A non-binding advisory (say-on-pay) vote to approve the compensation paid to Align’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation of Align’s named executive officers as disclosed in the proxy materials. Management is seeking this advisory endorsement to confirm that its pay philosophy — a pay-for-performance program with a large proportion of executives’ target compensation at risk via annual cash incentives and longer-term performance-based market stock units (MSUs) and RSUs — is aligned with stockholder interests and informed by stockholder engagement. The company describes its 2025 program as tying pay to rigorously set financial targets (constant-currency net revenues and operating income) and long-term relative TSR performance versus the Nasdaq Composite via MSUs, and notes reductions to CEO target long-term incentive value in recent years as a response to stockholder feedback. Although advisory, the Board will consider the vote outcome in future compensation decisions; the Compensation and Human Capital Committee uses say-on-pay results and engagement feedback as an input to program design. The proposal is set against recent performance context: 2025 produced record revenues and improved margins but weaker relative TSR over certain periods, which affected MSU payouts and realizable pay. Supporting the proposal signals to management and the Board that their structure and calibration of pay elements are acceptable; opposing it signals dissatisfaction that the Board and committee will likely address in engagement and possible program adjustments. Because the vote is advisory, passage does not change any pay arrangements directly but can influence future compensation decisions and disclosures. The Board recommends a vote FOR on the basis that the compensation program is designed to align pay with long-term stockholder value while incorporating stockholder feedback and governance safeguards.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as Align’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

4. 4

   Ratification of Special Meeting Provision in our Bylaws

   ManagementBoard: FOR

   Advisory ratification of the Board-adopted Special Meeting Provision amending the bylaws to permit stockholders who have continuously held at least 25% of outstanding voting shares for one year to require the Board to call a special meeting, subject to procedural requirements and limitations.

   More detail

   This management proposal asks stockholders to ratify, on a non-binding basis, the Board’s amendment to Article II, Section 2.3 of the Bylaws creating a Special Meeting Provision that permits stockholders who have continuously held at least 25% of the outstanding voting shares for one year to require the Board to call a special meeting, subject to detailed procedural requirements and substantive exceptions. Management frames the change as a measured expansion of stockholder rights following extensive engagement, pointing to prior advisory votes and outreach with holders representing meaningful percentages of shares; the Board recommends the 25% threshold to balance stockholder access with protection against opportunistic or narrow-interest activists. The bylaw text includes gating provisions—one-year continuous ownership, delivery by certified/registered mail, detailed disclosure and representation requirements, aggregation rules for multiple requests, and specific exceptions (e.g., timing windows, repetition/duplication rules, and items not proper under Delaware law)—that substantially raise the bar for calling a special meeting relative to many lower-threshold regimes. The Company cites market-practice benchmarking (noting roughly 37% of S&P 500 companies set thresholds at or above 25%) and reduced outstanding share count from buybacks as additional rationales for the chosen threshold. From a governance perspective, the amendment decreases the risk of frequent or tactical special meetings while enabling a substantial long-term holder to compel a meeting for urgent, material matters; critics may argue the threshold is still high and could entrench management or delay legitimate stockholder-initiated governance actions. The Board’s commitment to consider the advisory vote result and its history of responding to stockholder feedback (proxy access, elimination of supermajority requirements) are relevant context that may reassure investors about future responsiveness. The proposal’s ratification would not be legally binding but would signal stockholder acceptance of the Board’s calibration of the trade-off between stockholder empowerment and stability; a “FOR” vote supports the Board’s view that the 25%/one-year combination is an appropriate safeguard, while a substantial “AGAINST” result would likely prompt further engagement and potential reconsideration of the threshold or related mechanics.

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When is the Align Technology Inc 2026 annual meeting?

Align Technology Inc (ALGN) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Align Technology Inc 2026 meeting?

The record date for the Align Technology Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Align Technology Inc's 2026 meeting?

The board is presenting 10 director nominees at the Align Technology Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Align Technology Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Align Technology Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.