Not independent
Tenure on this board
14.2 yrs
9 nominees · 3 ballot items.
Elect nine directors; ratify Deloitte & Touche LLP as independent registered public accounting firm for the 2026 fiscal year (advisory); and approve, on an advisory basis, the compensation of the Company’s named executive officers (say-on-pay).
Elect nine directors nominated by the Board to serve until the 2027 annual meeting and until their successors are elected and qualified (uncontested election).
Ratify, on an advisory basis, the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the Company’s named executive officers for 2025 as disclosed in the Proxy Statement (Compensation Discussion and Analysis, compensation tables and narrative).
This management proposal requests a non-binding advisory approval of the Company’s 2025 executive compensation disclosures and programs (the so-called 'say-on-pay' vote). Management is seeking shareholder endorsement to signal support for the Compensation Committee’s design and outcomes for 2025, which included a mix of base salary (unchanged from 2024), annual cash incentives tied primarily to Adjusted EBITDA and business-unit Contribution-to-Profit, performance-based restricted stock units (PRSUs) tied 100% to relative total shareholder return (rTSR) versus a defined consumer-discretionary reference group, and time-based RSUs for retention. The 2025 program also included one-time retention RSUs granted in August 2025 to address retention risks around the Topgolf separation; PRSUs granted for earlier periods failed to pay out due to rTSR below threshold, demonstrating downside consequences when performance is not achieved. Company-level context includes strong 2025 financial performance (Adjusted EBITDA above maximum targets, significant cash generation from asset sales and the Topgolf/Jack Wolfskin transactions) and prior strong shareholder support for pay practices (approximately 98% support in 2025). The Board emphasizes governance safeguards—majority of pay at risk, independent Compensation Committee, independent consultant, clawback policy, stock ownership guidelines, anti-hedging/anti-pledging policies, and double-trigger change-in-control protections—to mitigate excessive risk and align pay with long-term shareholder value. The Board recommends a vote FOR the proposal because it believes the program appropriately balances short- and long-term incentives, ties payout to objective metrics and shareholder returns, and provides competitive and retention-focused elements necessary to execute the Company’s strategic priorities. For a sophisticated evaluation, key controversies to consider are (i) the use of rTSR as the sole performance metric for PRSUs which can be influenced by macro and sector moves, (ii) the one-time retention awards (timing and magnitude) granted in August 2025 to address separations and restructuring risk, and (iii) the forfeiture of certain prior PRSUs which demonstrates alignment but may also raise questions about multi-year volatility in realized pay. Overall, the proposal asks shareholders to endorse the Compensation Committee’s 2025 pay decisions and disclosures while management highlights structural protections intended to align executives with long-term shareholder outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.07% | 14,513,366 | $201M |
| 2 | Providence Equity Partners L.L.C. | 6.22% | 11,175,226 | $155M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.04% | 9,052,574 | $126M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.82% | 8,661,260 | $120M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.85% | 6,912,968 | $96M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.45% | 6,194,362 | $86M |
| 7 | Leonard Green Partners, L.P. | 3.15% | 5,663,094 | $79M |
| 8 | STATE STREET CORP | 2.94% | 5,284,998 | $73M |
| 9 | SHAPIRO CAPITAL MANAGEMENT LLC | 2.89% | 5,202,809 | $72M |
| 10 | BlackRock, Inc. | 2.26% | 4,070,424 | $56M |
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