Not independent
Tenure on this board
18.5 yrs
7 nominees · 5 ballot items.
Election of seven directors; advisory (non-binding) vote to approve executive compensation; approval of the Amended and Restated 2021 Incentive Plan (increase shares and extend term); ratification of KPMG LLP as independent auditors; and transacting other business.
Elect seven directors named in the proxy to serve until the next annual meeting.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy.
The proposal requests an advisory, non-binding approval of the company’s disclosed executive compensation. Management seeks shareholder affirmation of its pay practices to validate the Compensation Committee’s approach and to demonstrate alignment with stockholder interests. The Board recommends FOR, noting that it will consider the outcome when shaping future compensation. The vote is routine, non-binding, and used by the Compensation Committee as feedback; a failure to receive support could lead to reassessment of compensation policies. The proposal ties to executive compensation disclosures including pay philosophy, mix of equity and cash incentives, PRSUs and RSUs, and clawback and holding policies. Outcome has no direct force on pay but influences governance and future decisions.
Approve the Amended and Restated 2021 Incentive Plan to increase share reserve by 10,500,000 shares, extend term to January 21, 2036, and make administrative changes.
Proposal asks stockholders to approve an amended and restated equity incentive plan that increases the share pool by 10.5 million shares and extends the plan term to 2036. Management argues this is necessary because the current plan has limited remaining shares and no other plan exists to issue equity awards; without approval, the company would be forced to use cash compensation or other suboptimal alternatives, potentially harming retention and alignment. The plan retains governance safeguards: administration by independent Compensation Committee, minimum vesting requirements (with limited exceptions), prohibition on repricing without stockholder approval, no dividends on unvested awards, and a CEO holding period. The board considered burn rate and overhang and concluded the requested increase supports approximately five years of expected grants and aligns with compensation strategy. Voting FOR supports management’s ability to continue equity-based incentives; a vote AGAINST would constrain the company’s ability to grant equity and could materially affect recruiting and retention and increase cash compensation costs.
Ratify the Audit Committee’s selection of KPMG LLP as the company’s independent auditors for fiscal year ending September 30, 2026.
Transact any other matters properly coming before the Annual Meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.10% | 11,406,715 | $715M |
| 2 | Avoro Capital Advisors LLC | 7.60% | 10,699,999 | $671M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.07% | 7,146,136 | $448M |
| 4 | STATE STREET CORP | 4.61% | 6,496,130 | $407M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.28% | 6,032,416 | $378M |
| 6 | BlackRock, Inc. | 3.33% | 4,693,146 | $294M |
| 7 | FMR LLC | 3.08% | 4,338,828 | $272M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.58% | 3,640,432 | $234M |
| 9 | FRED ALGER MANAGEMENT, LLC | 2.37% | 3,342,493 | $210M |
| 10 | FMR LLC | 2.07% | 2,921,973 | $183M |
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