Independent
Tenure on this board
13.3 yrs
3 nominees · 3 ballot items.
Election of three Class I directors; Ratification of Deloitte & Touche LLP as independent auditor for 2026; Advisory (non-binding) vote to approve named executive officer compensation.
Elect three Class I directors (Seth Goldman, Kathy N. Waller, Alexandre Zyngier) to serve until the 2029 annual meeting.
Ratify appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
The advisory say-on-pay proposal asks shareholders to approve the company's named executive officer compensation as disclosed in the proxy statement. Management frames this as aligning pay with performance, describing a mix of base salary, annual STI plan, long-term equity awards (including RSUs and PSUs), and one-time Performance Awards and MIP Awards in 2025 related to the Exchange Offer. The board recommends FOR, emphasizing pay-for-performance, use of independent compensation consultant WTW, and governance safeguards like clawback policy, caps, and double-trigger change-in-control vesting. Company performance in 2025 included revenue decline and operating challenges; management argues compensation design reflects retention needs and market benchmarking amid substantial dilution from an Exchange Offer. As a non-binding vote, result will be considered by the compensation committee but not determinative. The company's context—financial losses, restructuring activities, and major equity dilution events—make this say-on-pay vote a significant shareholder governance signal regarding management's compensation decisions during a transformative period.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 18,667,474 | $13M |
| 2 | BlackRock, Inc. | 3.0% | 15,351,935 | $11M |
| 3 | BlackRock, Inc. | 2.2% | 11,171,446 | $8M |
| 4 | UBS Group AG | 2.2% | 11,155,560 | $8M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 9,142,677 | $6M |
| 6 | STATE STREET CORP | 1.6% | 8,378,839 | $6M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 1.5% | 7,490,161 | $5M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.5% | 7,473,311 | $5M |
| 9 | NATIONAL BANK OF CANADA /FI/ | 1.3% | 6,537,800 | $5M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.7% | 3,607,676 | $3M |
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