Independent
Tenure on this board
0.4 yrs
10 nominees · 4 ballot items.
Election of ten directors; advisory vote to approve named executive officer compensation; approval to amend and restate the 2022 Omnibus Incentive Plan to add 25,000,000 shares; appointment of PricewaterhouseCoopers LLP as auditor and authorization for Board to fix remuneration.
Elect ten director nominees to serve until the 2027 Annual Meeting.
Non-binding advisory vote to approve compensation of the named executive officers as disclosed in the proxy statement.
Proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed compensation for named executive officers (NEOs). Management seeks endorsement to validate their pay-for-performance philosophy, which ties a significant portion of NEO pay to financial and strategic targets, uses independent compensation consultants, and includes governance features like clawback policies, share ownership guidelines, performance-based equity, and capped payouts. The advisory vote is used to gauge shareholder sentiment; while nonbinding, the Board and Talent and Compensation Committee will consider results when designing future programs. Key context includes strong prior say-on-pay support (~97% in 2025) and detailed disclosure of AIP, PSUs, RSUs, and CEO employment terms. The Board recommends a vote FOR, arguing the program aligns management and shareholder interests and reflects shareholder engagement and best practices.
Approve increasing the Omnibus Plan share reserve by 25,000,000 common shares (to 77,000,000) to support future equity awards.
The proposal requests shareholder approval to amend and restate the Omnibus Incentive Plan to add 25 million shares to the reserve, increasing the authorized pool to 77 million shares (plus converted awards). Management seeks the increase to preserve ongoing equity grant practices necessary for attracting and retaining talent, to support long-term incentive programs including PSUs, RSUs and options, and to avoid replacing equity with cash which could misalign interests with shareholders. The board’s recommendation is based on analysis of anticipated grant needs, historical burn rate, overhang, and advice from an independent compensation consultant. Approving the increase would raise the overhang from ~12.7% to ~19.7% on a fully-diluted basis (as of Dec 31, 2025), which management characterizes as reasonable dilution to maintain competitive compensation. The plan contains customary governance limits (insider caps, non-employee director caps, no repricing without shareholder approval), transfer restrictions, anti-hedging, and clawback provisions. If not approved, the company may exhaust its reserve and face competitive disadvantages in equity-based talent retention and attraction. The Board recommends a vote FOR.
Appoint PricewaterhouseCoopers LLP as auditor for 2026 and authorize the Board to set PwC’s remuneration.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DEUTSCHE BANK AG\ | 0.99% | 3,528,441 | $56M |
| 2 | ICAHN CARL CActivist | 0.98% | 3,500,000 | $56M |
| 3 | OAKTREE CAPITAL MANAGEMENT LPActivist | 0.95% | 3,382,739 | $54M |
| 4 | GOLDENTREE ASSET MANAGEMENT LP | 0.75% | 2,660,508 | $42M |
| 5 | D. E. Shaw Co., Inc.Activist | 0.73% | 2,607,000 | $41M |
| 6 | Silver Point Capital L.P. | 0.63% | 2,245,000 | $36M |
| 7 | DAVIDSON KEMPNER CAPITAL MANAGEMENT LP | 0.62% | 2,199,172 | $35M |
| 8 | CASPIAN CAPITAL LP | 0.56% | 1,999,043 | $32M |
| 9 | GLENVIEW CAPITAL MANAGEMENT, LLC | 0.54% | 1,910,496 | $30M |
| 10 | NOMURA HOLDINGS INC | 0.35% | 1,256,181 | $20M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.