3 ballot items.
Three proposals: (1) Advisory Say-on-Pay vote to approve 2025 named executive officer compensation; (2) Approval of an amendment and restatement increasing the 2016 Equity and Incentive Compensation Plan share reserve by 2,500,000 shares; (3) Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
A non-binding 'say-on-pay' advisory vote asking stockholders to approve, on an advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement for the 2026 annual meeting.
Proposal 1 asks stockholders to cast an advisory 'say-on-pay' vote to approve the 2025 compensation of named executive officers, as detailed in the proxy statement. Management and the Compensation Committee present the vote as a reaffirmation of the company’s pay-for-performance philosophy, describing a program with substantial performance-based equity (at least 50% PRSUs), STI and LTI metrics tied to Non-GAAP Adjusted Recurring Revenue, Non-GAAP Adjusted Income from Operations, Total Revenue, Gross Dollar Retention and Rule of 40, and retention-focused long-term awards. The proposal is non-binding; however, the Compensation Committee will review voting results and ongoing stockholder feedback when setting future compensation. Key context: the company achieved solid 2025 financial results (Rule of 40 of ~41.4%, organic recurring revenue growth ~5.8%), granted mix of time- and performance-based awards, and engaged extensively with major holders. Management recommends vote FOR, citing alignment of pay with performance, retention needs and competitive market positioning. Investors should evaluate the proposal in light of the detailed CD&A metrics, pay mix, prior say-on-pay results (approx. 74% support in 2025) and ongoing shareholder engagement programs.
A management proposal to approve an amendment and restatement of the 2016 Equity and Incentive Compensation Plan to increase the authorized share reserve by 2,500,000 shares to support future equity grants.
Proposal 2 requests stockholder approval to amend and restate the company's 2016 Equity and Incentive Compensation Plan to add 2,500,000 shares to the authorized share reserve. Management frames this as necessary to continue granting equity to recruit, retain and motivate employees and directors and to conserve cash. The plan has been periodically topped up; with available shares on April 13, 2026 of 2,035,264 and anticipated total of ~4.535 million if approved. The amendment contains customary plan governance features (committee administration, individual grant limits, anti‑repricing provisions, minimum vesting rules subject to a 5% exception, and Section 162(m)/Section 409A considerations). Investors should weigh the potential dilution from the new authorization against the company's usage of equity—management emphasizes performance-based awards and stockholder engagement, while noting that failure to secure approval could constrain the ability to deliver equity incentives and harm recruitment and retention. The Board recommends FOR.
Ratification vote asking stockholders to ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CLEARLAKE CAPITAL GROUP, L.P. | 21.23% | 9,751,837 | $377M |
| 2 | MORGAN STANLEY | 8.19% | 3,763,845 | $145M |
| 3 | BlackRock, Inc. | 6.85% | 3,144,394 | $121M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.56% | 3,011,703 | $116M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.23% | 1,943,516 | $75M |
| 6 | STATE STREET CORP | 3.30% | 1,515,036 | $58M |
| 7 | Van Berkom Associates Inc. | 3.13% | 1,437,310 | $55M |
| 8 | JANUS HENDERSON GROUP PLC | 3.07% | 1,411,480 | $54M |
| 9 | BlackRock, Inc. | 2.62% | 1,202,500 | $46M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.94% | 893,276 | $34M |
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