Independent
Tenure on this board
4.9 yrs
Also a director at
Cadence Design Systems Inc (CDNS)Intuitive Surgical Inc (ISRG)
3 nominees · 3 ballot items.
Elect three Class III directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); ratify Ernst & Young LLP as independent registered public accounting firm.
Elect three Class III directors—Lewis Chew, Greg Lavender and Mark B. Templeton—to serve three-year terms ending in 2029.
Non-binding, advisory approval (say-on-pay) of the compensation of named executive officers as disclosed in the proxy statement.
This advisory (non-binding) say-on-pay proposal requests stockholder approval of the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks a non-binding endorsement to gauge investor sentiment and to provide the Compensation Committee with feedback for future compensation determinations. The board recommends a vote FOR, asserting that the CD&A and compensation tables demonstrate alignment with stockholder interests through performance-based equity, long vesting periods, and retention-focused awards. Context includes a lower 2025 say-on-pay support (62% in 2025), prompting enhanced stockholder outreach and changes to disclosure and compensation practices; management argues recent compensation decisions (including special grants and new-hire packages) were necessary for retention and strategic execution but acknowledges stockholder concerns and has taken responsive steps. The board’s rationale emphasizes pay-for-performance features, long-term performance vesting, and retention mechanisms while noting the advisory nature of the vote and intent to consider outcomes in future decisions.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.4% | 68,270,206 | $8.4B |
| 2 | STATE STREET CORP | 3.7% | 46,761,991 | $5.7B |
| 3 | FMR LLC | 3.0% | 37,522,713 | $4.6B |
| 4 | BlackRock, Inc. | 2.8% | 35,349,056 | $4.3B |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.2% | 27,822,481 | $3.4B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.1% | 25,839,674 | $3.2B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 24,005,249 | $2.9B |
| 8 | BlackRock, Inc. | 1.8% | 22,120,137 | $2.7B |
| 9 | Cresset Asset Management, LLC | 1.6% | 20,692,711 | $2.5B |
| 10 | Capital Research Global Investors | 1.2% | 14,759,167 | $1.8B |
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