Independent
Tenure on this board
15.4 yrs
9 nominees · 4 ballot items.
Elect nine directors; advisory approval of named executive officer compensation (Say-on-Pay); ratify KPMG as independent auditors; approve amendment to 2019 Omnibus Incentive Compensation Plan to add 1,800,000 shares.
Elect nine directors to serve until the 2027 annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The proposal requests an advisory shareholder vote to approve the Company’s executive compensation as disclosed in the proxy statement. Management seeks ratification to affirm its pay practices and alignment with company performance and governance, noting strong prior shareholder support (over 94% in 2025). A FOR vote is recommended by the Board; although advisory and non-binding, the Board and Human Capital and Compensation Committee will consider the vote outcome in future compensation decisions. Context includes recent CEO transition, details of 2025 pay structure (mix of base, annual incentives tied to revenue, adjusted operating income and inventory, and long-term PSUs and RSUs), and strong shareholder engagement history. The summary explains what the vote asks for, why management seeks approval, and the board's recommendation and rationale.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Approve an amendment to increase authorized shares available for grant under the 2019 Omnibus Plan by 1,800,000 shares.
This management proposal seeks shareholder approval to increase the share reserve under the company’s 2019 Omnibus Incentive Compensation Plan by 1.8 million shares to ensure sufficient equity award capacity for the company’s incentive programs. Management frames the amendment as necessary to continue grants for employees and directors given the projected depletion of available shares by end of 2027, quantifies potential dilution (11.4% overhang on a fully-diluted basis including the requested shares and outstanding awards), and provides historical burn rates (1.61% in 2025; three-year average 1.58%) to contextualize the request. The Board recommends FOR, arguing the additional shares are reasonable to support retention and incentives; they note the Company will file an S-8 if approved. The summary explains why management seeks shareholder approval, governance controls (annual limits, vesting, minimum vesting rules, committee administration), and expected usage.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.9% | 3,916,496 | $220M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.8% | 3,141,826 | $176M |
| 3 | FRANKLIN RESOURCES INC | 7.6% | 2,730,006 | $153M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 6.7% | 2,413,149 | $135M |
| 5 | EARNEST PARTNERS LLC | 4.7% | 1,703,558 | $96M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 1,559,148 | $87M |
| 7 | AMERICAN CENTURY COMPANIES INC | 4.2% | 1,490,098 | $84M |
| 8 | STATE STREET CORP | 3.9% | 1,385,240 | $78M |
| 9 | BlackRock, Inc. | 3.0% | 1,071,577 | $60M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 776,663 | $44M |
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