Independent
Tenure on this board
4.6 yrs
11 nominees · 4 ballot items.
Election of eleven directors; Ratification of Deloitte as independent auditors for 2026; Advisory (non-binding) vote on executive compensation; Amendment to reduce certain shareholder approval requirements from 80% to a majority; and other business as may properly come before the meeting.
Elect eleven director nominees to serve until the 2027 Annual Meeting.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
The proposal asks shareholders to ratify the Audit Committee’s selection of Deloitte as the independent auditor for 2026. Management is seeking shareholder approval as a governance best practice despite the Audit Committee having direct authority; the Audit Committee reviewed Deloitte’s performance, independence, fees, tenure benefits, and safeguards including Audit Committee oversight and pre-approval policies for non-audit services. The Board recommends a vote FOR, arguing institutional knowledge and continuity from Deloitte’s long tenure outweigh transition costs, while noting the Audit Committee monitors independence and rotates lead partners when appropriate.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding proposal asks shareholders to approve NEO compensation as disclosed. Management seeks affirmation of its compensation policies that include short- and long-term incentives, rigorous metrics (EPS, TSR, cost per customer), recoupment policies, and a double-trigger CIC plan without tax gross-ups. The Board recommends FOR, asserting the program aligns with shareholder interests; shareholders’ votes are advisory but the Board will consider the outcome in future compensation decisions.
Amend the Restated Articles to reduce certain shareholder approval thresholds from 80% to a majority of outstanding shares for specified matters such as director removal, special meetings, bylaws changes, nomination procedures, and certain business combination approvals.
This management proposal asks shareholders to amend the Articles to lower the supermajority (80%) vote requirement to a simple majority for specified corporate actions, including amendments to director-related provisions, bylaws, special meeting procedures, nomination procedures, and certain business combinations with Interested Shareholders. Management frames the change as aligning with modern governance norms and responding to prior high but insufficient shareholder support when brokers could not vote; the Board recommends FOR, arguing the lower threshold addresses practical obstacles to amendment and reflects shareholder sentiment. The change could reduce protections against takeovers or changes opposed by incumbent management, so investors should weigh governance flexibility against potential increased vulnerability to opportunistic transactions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.81% | 8,931,031 | $358M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.45% | 6,980,667 | $280M |
| 3 | STATE STREET CORP | 6.22% | 5,142,977 | $206M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 3,691,719 | $148M |
| 5 | BlackRock, Inc. | 3.85% | 3,181,358 | $128M |
| 6 | WESTWOOD HOLDINGS GROUP INC | 3.07% | 2,538,065 | $102M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.15% | 1,773,719 | $71M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 1.71% | 1,415,261 | $57M |
| 9 | Invesco Ltd. | 1.49% | 1,231,175 | $49M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.44% | 1,190,709 | $48M |
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