Not independent
Tenure on this board
9.1 yrs
10 nominees · 3 ballot items.
Vote to elect ten director nominees, approve a non-binding advisory resolution on named executive officer compensation (Say on Pay), and ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Elect the ten director nominees named in the proxy to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy (Compensation Discussion & Analysis, tables, and narrative).
This non-binding advisory proposal asks stockholders to approve the Company’s disclosed executive compensation (the CD&A, compensation tables and related narrative). Management is seeking shareholder approval as a matter of good corporate governance to validate its pay-for-performance framework and to obtain feedback that the Human Resources and Compensation Committee will consider in future compensation decisions. The CD&A describes a compensation program that ties a substantial portion of named executive officer pay to financial metrics (revenue, gross profit, adjusted EBITDA) and long-term performance through PSUs and RSUs, and notes recent adjustments following acquisitions (Alani Nu, Rockstar) and ongoing stockholder engagement. Management emphasizes retention and alignment with stockholders through multi-year vesting, relative TSR components, and special performance awards tied to integration milestones. The Board recommends a vote FOR, asserting that the program aligns executive incentives with long-term stockholder value, was benchmarked using independent consultant analysis, and includes safeguards such as clawbacks, anti-hedging/pledging policies, and double-trigger CIC provisions. The proposal is advisory and non-binding, so even if approved the Compensation Committee and Board retain discretion, but they state they will take the voting outcome into account. Given the Company’s recent strong financial performance, the Board frames this vote as an endorsement of both pay-for-performance outcomes in 2025 and the overall incentive design going forward. Potential stockholder considerations include the scale of CEO and senior pay following acquisitions, the mix between cash and equity, and the use of special leadership awards tied to integration milestones; the Committee highlights robust disclosure, annual engagement with top institutional holders, and a prior 98% Say-on-Pay support as context for its recommendation.
Ratify the Audit and Enterprise Risk Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANCEBERNSTEIN L.P. | 7.7% | 19,792,620 | $905M |
| 2 | BlackRock, Inc. | 3.8% | 9,792,373 | $347M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.5% | 8,820,087 | $313M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 8,215,468 | $291M |
| 5 | STATE STREET CORP | 2.0% | 5,026,236 | $178M |
| 6 | BlackRock, Inc. | 1.9% | 4,762,221 | $169M |
| 7 | FMR LLC | 1.7% | 4,460,895 | $158M |
| 8 | WESTFIELD CAPITAL MANAGEMENT CO LP | 1.5% | 3,768,911 | $134M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.2% | 3,004,781 | $107M |
| 10 | Divisadero Street Capital Management, LP | 1.0% | 2,535,310 | $90M |
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