Independent
Tenure on this board
3.0 yrs
9 nominees · 3 ballot items.
Election of nine directors; advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); and ratification of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Elect nine directors named in the proxy statement to serve one-year terms and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, tables and narrative).
This advisory management proposal requests shareholder approval of the Company’s executive compensation as disclosed in the proxy. Management seeks this annual, non-binding endorsement to validate its pay-for-performance philosophy, which relies heavily on long-term, performance-based equity (including the CEO Performance Award and the Employee XSP) and annual cash incentives tied to revenue, adjusted EBITDA margin, bookings and product adoption metrics. The Compensation Committee emphasizes that a substantial portion of executive pay is contingent on multi-year operational goals and stock price hurdles designed to align executive incentives with sustained shareholder value creation. Management also highlights adjustments made in response to shareholder feedback—such as tying awards to operational and stock-price goals, multi-year vesting, and maintaining limited cash salary increases—to strengthen alignment. The proposal notes that the Committee considered the prior year say-on-pay results (approximately 65% support) and shareholder outreach when retaining the current compensation structures. Because the vote is advisory, approval will not change prior awards but will inform future compensation decisions by the Committee. The board recommends FOR the proposal on the basis that the program balances retention and incentive objectives while promoting long-term performance; it also points to concrete disclosure and governance features (majority-independent board oversight, clawback policy, stock ownership guidelines) as supporting rationale. The Committee believes the plan’s structure—time- and performance-based awards with challenging targets—supports sustainable growth and appropriately aligns management with investors, while remaining responsive to investor feedback and evolving governance expectations.
Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.3% | 5,043,125 | $2.1B |
| 2 | BlackRock, Inc. | 4.8% | 3,862,810 | $1.6B |
| 3 | STATE STREET CORP | 4.6% | 3,681,962 | $1.6B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.5% | 3,604,673 | $1.5B |
| 5 | FMR LLC | 2.5% | 2,034,412 | $864M |
| 6 | EDGEWOOD MANAGEMENT LLC | 2.5% | 2,028,423 | $861M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 2,011,275 | $851M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 2.3% | 1,892,346 | $804M |
| 9 | BlackRock, Inc. | 2.0% | 1,594,699 | $677M |
| 10 | SANDS CAPITAL MANAGEMENT, LLC | 1.9% | 1,564,504 | $664M |
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