Independent
Tenure on this board
22.2 yrs
10 nominees · 4 ballot items.
Four management proposals: (1) Election of ten directors; (2) Advisory (non-binding) vote approving named executive officer compensation (say-on-pay); (3) Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm; and (4) Advisory ratification of the Special Meeting Provision in Align’s Bylaws (25% ownership threshold and related procedures).
Election of ten director nominees to serve one-year terms until the next annual meeting or until their successors are elected and qualified.
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.
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.
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.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.1% | 4,389,119 | $752M |
| 2 | Capital World Investors | 5.7% | 4,072,296 | $698M |
| 3 | Capital International Investors | 5.3% | 3,809,202 | $653M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 3,150,783 | $540M |
| 5 | STATE STREET CORP | 3.5% | 2,516,254 | $431M |
| 6 | Ninety One UK Ltd | 3.1% | 2,228,214 | $382M |
| 7 | FMR LLC | 2.8% | 2,008,429 | $344M |
| 8 | BlackRock, Inc. | 2.7% | 1,950,667 | $334M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 1,576,075 | $270M |
| 10 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 1.9% | 1,364,601 | $234M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.