7 nominees · 3 ballot items.
Elect seven directors; ratify KPMG LLP as independent registered public accounting firm for 2026; consider any other properly presented business and any adjournment/postponement.
Elect seven director nominees named in the proxy statement to serve until the 2027 Annual Meeting or until their successors are elected and qualified.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2026.
Consider any other business that is properly presented at the meeting and any adjournment or postponement thereof.
This proposal is a procedural 'other business' item allowing the Chair and meeting participants to consider and vote on any matters properly presented during the virtual Annual Meeting that were not expressly listed in the proxy materials. It does not specify substantive actions or changes to company governance, but provides management and the Chair flexibility to handle procedural motions, adjournments, postponements, and any unexpected but properly raised items. Management seeks shareholder approval so that proxies can be voted in favor of the Board’s approach to address such matters as they arise, ensuring the meeting can proceed without undue delay. From a governance perspective, this item preserves the Board’s ability to respond to time-sensitive or technical matters that may require shareholder approval at the meeting but were not foreseen when the proxy materials were finalized. Investors should note that substantive proposals that are material would typically be disclosed in advance in the proxy statement; thus, this 'other business' item is unlikely to be used for major undisclosed transactions without further disclosure. The Board’s recommendation to vote in favor is rooted in principles of meeting efficiency and procedural completeness rather than endorsement of any specific undisclosed substantive action. For sophisticated evaluators, the key consideration is that while the vote authorizes consideration, it does not provide carte blanche for unexpected material actions; such actions are still constrained by the Company’s bylaws, SEC rules, and applicable law, and significant items normally require prior disclosure. Finally, stockholders who are concerned about last-minute material proposals should monitor meeting disclosures and the Company’s filings, since the practical effect of this item is primarily procedural.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANZ SE | 14.32% | 21,707,214 | $79M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.08% | 1,637,567 | $6M |
| 3 | BlackRock, Inc. | 0.98% | 1,482,110 | $5M |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.65% | 984,012 | $4M |
| 5 | BlackRock, Inc. | 0.61% | 919,667 | $3M |
| 6 | STATE STREET CORP | 0.55% | 835,708 | $3M |
| 7 | Yorkville Advisors Global, LP | 0.51% | 773,000 | $3M |
| 8 | AlTi Global, Inc. | 0.46% | 698,735 | $3M |
| 9 | BOKF, NA | 0.24% | 357,536 | $1M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.23% | 346,990 | $1M |
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