Independent
Tenure on this board
6.6 yrs
10 nominees · 4 ballot items.
Election of ten directors; Ratification of Ernst & Young LLP as independent auditors; Advisory approval of executive compensation (Say-on-Pay); Approval of the Second Amended and Restated 2018 Omnibus Stock Incentive Plan.
Elect ten director nominees named in the proxy statement, each for a one-year term.
Ratify selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Advisory (non-binding) vote to approve compensation paid to named executive officers as disclosed in the proxy statement.
Approve the Company’s Second Amended and Restated 2018 Omnibus Stock Incentive Plan to increase share reserve by 2.2 million, establish cash-denominated director limits, and make immaterial changes.
The proposal requests stockholder approval of the Company’s Second Amended and Restated 2018 Omnibus Stock Incentive Plan (Second A&R 2018 Plan). Management seeks approval to increase the share reserve by 2.2 million shares to maintain sufficient capacity for equity awards given projected usage and to add cash-denominated limits on non-employee director compensation. The plan retains standard governance features—minimum one-year vesting with a 5% carve-out, double-trigger change-in-control protections, no evergreen provision, and prohibitions on repricing without stockholder approval. Management argues the increase is necessary to avoid running out of shares based on current grant practices and to continue attracting and retaining talent, while maintaining alignment with stockholders by using performance-based awards and reasonable dilution assumptions. The board recommends a FOR vote, noting historical equity usage, burn rate, and that the requested shares are expected to cover approximately two to three years of grants under current practices; they also explain safeguards against excessive dilution and describe plan governance, tax and Section 409A compliance, and NYSE approval requirements. The board’s recommendation is grounded in the need to preserve the company’s ability to make long-term incentive awards critical to retention and performance, while balancing dilution and maintaining shareholder alignment through performance-contingent awards and limits on director compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.2% | 14,246,416 | $250M |
| 2 | T. Rowe Price Investment Management, Inc. | 8.5% | 13,038,264 | $229M |
| 3 | STATE STREET CORP | 5.9% | 9,073,888 | $161M |
| 4 | MILLENNIUM MANAGEMENT LLC | 4.7% | 7,281,230 | $128M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.1% | 6,295,964 | $111M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 6,196,123 | $109M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.1% | 4,799,944 | $84M |
| 8 | BlackRock, Inc. | 2.8% | 4,245,270 | $75M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.2% | 3,440,684 | $60M |
| 10 | Invesco Ltd. | 2.2% | 3,438,972 | $60M |
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