Not independent
Tenure on this board
8.1 yrs
6 nominees · 4 ballot items.
Four proposals: (1) Election of six directors for one-year terms; (2) Ratification of Deloitte & Touche LLP as independent auditors for fiscal 2026; (3) Advisory (non-binding) approval of the compensation of the Company’s named executive officers (Say-on-Pay); and (4) a shareholder proposal by John Chevedden requesting replacement of supermajority voting standards with majority voting and adjournment to seek additional votes.
Election of six director nominees (Jagdeep Pahwa, Anu Hariharan, Bernardo Hees, Lynn Krominga, Glenn Lurie and Karthik Sarma) to serve one-year terms expiring in 2027.
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This is an annual, non-binding advisory vote (Say-on-Pay) asking shareholders to approve the Company’s disclosed executive compensation program as described in the Compensation Discussion & Analysis and compensation tables. Management is seeking shareholder approval to validate its pay-for-performance design, which includes annual cash incentives tied to Adjusted EBITDA and individual scorecards, long-term PSUs and RSUs tied to multi-year Adjusted EBITDA goals, stock ownership guidelines, and governance features such as clawback and anti-hedging policies. The Company highlights recent pay decisions in the context of a 2025 CEO and CFO transition, the use of performance-based awards, and adjustments to incentive outcomes tied to actual financial results (e.g., below-target payouts under the 2025 AIP and forfeiture of certain PSUs that did not meet thresholds). The Board recommends FOR the proposal and frames the vote as advisory, noting it will consider shareholder feedback in future decisions but is not bound to change compensation mechanics. The Board also emphasizes compensation controls and governance practices (independent compensation consultant, recoupment policy, ownership requirements) to argue alignment with shareholder interests. Given the Company’s recent shareholder support on Say-on-Pay and the Committee’s review of peer and survey data, management presents this vote as confirmation that the mix of short- and long-term incentives and the implemented governance mitigants align management and shareholder interests. Investors should view this vote in light of the company-specific context including temporary impairments and strategic shifts (e.g., EV fleet useful-life adjustments) that affected reported results and incentive payouts in 2025. While advisory, the vote serves as the primary mechanism for shareholders to signal approval or concern regarding executive pay programs and may influence Committee deliberations and plan design going forward.
Shareholder proposal (proponent: John Chevedden) requesting that the Company replace any voting standard that requires greater than a simple majority with a majority-of-votes-cast standard and that the Company adjourn its annual meeting to solicit additional votes if a prior similar proposal failed to obtain the required 80% approval.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SRS Investment Management, LLC | 49.3% | 17,430,882 | $2.5B |
| 2 | Pentwater Capital Management LPActivist | 20.0% | 7,048,300 | $1.0B |
| 3 | UBS Group AG | 7.5% | 2,661,131 | $388M |
| 4 | MORGAN STANLEY | 5.5% | 1,929,699 | $281M |
| 5 | HSBC HOLDINGS PLC | 4.8% | 1,700,000 | $241M |
| 6 | UBS Group AG | 4.8% | 1,690,861 | $247M |
| 7 | ING GROEP NV | 3.5% | 1,225,000 | $179M |
| 8 | BlackRock, Inc. | 2.8% | 979,134 | $143M |
| 9 | NATIONAL BANK OF CANADA /FI/ | 2.4% | 839,187 | $122M |
| 10 | BANK OF AMERICA CORP /DE/ | 2.2% | 777,985 | $113M |
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