Independent
Tenure on this board
2.3 yrs
9 nominees · 3 ballot items.
Election of nine directors; appointment of KPMG LLP as auditor and authorization for the Board to fix auditor remuneration; and a non-binding advisory (say-on-pay) vote to approve the compensation of the Named Executive Officers.
Elect nine director nominees named in the proxy statement, each to hold office until the next annual meeting or until their successors are elected or appointed.
Approve the appointment of KPMG LLP as the auditor to hold office until the next annual meeting and authorize the Board to fix the auditor’s remuneration.
Non-binding advisory resolution to approve, on an advisory basis, the compensation paid to the Named Executive Officers as disclosed in the proxy statement (say-on-pay).
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosures and overall pay program for the Named Executive Officers (NEOs) as presented in the proxy. Management seeks this advisory approval to confirm shareholder support for the HRCC’s compensation framework, which emphasizes pay-for-performance through a mix of fixed salary, annual cash incentives (CTI) and long-term equity (RSUs and PSUs). Contextually, the Company delivered exceptional 2025 financial results — strong revenue growth, record adjusted operating margin and adjusted EPS, and significant free cash flow — leading to high incentive payouts (including 2023 PSUs vesting at 200% of target and a CPF of 185% for 2025). The HRCC highlights governance features designed to align pay and risk management: substantial at‑risk compensation, PSU structure tying payouts to multi-year adjusted EPS with a TSR modifier, clawback and recoupment policies, executive share ownership guidelines, and independent consultant review. The advisory vote is non-binding, but management will consider the outcome in future compensation decisions and shareholder engagement; historically the Company received very high support on say-on-pay (96.20% in 2025). The Board’s recommendation to vote FOR is premised on demonstrated pay-for-performance alignment in 2025, transparent disclosure, and retention/market-competitiveness considerations for key executives. Opponents could argue that large equity windfalls following exceptional stock performance warrant continued scrutiny of pay quantum and incentive design, but management points to caps, minimum profitability hurdles, pro-rating and the HRCC’s oversight as mitigating features. For sophisticated evaluation, the interplay of unusually strong share-price appreciation (large realized gains for executives), multi-year PSU metrics, and the advisory nature of the vote means investors should consider both absolute realized pay and the design/controls that link future pay to sustained company performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 4.80% | 5,516,158 | $1.6B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.75% | 3,156,565 | $890M |
| 3 | JPMORGAN CHASE CO | 2.42% | 2,781,559 | $716M |
| 4 | FRANKLIN RESOURCES INC | 2.27% | 2,608,069 | $735M |
| 5 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.91% | 2,190,413 | $617M |
| 6 | CIBC WORLD MARKET INC. | 1.83% | 2,102,576 | $593M |
| 7 | JANE STREET GROUP, LLC | 1.80% | 2,068,785 | $583M |
| 8 | Connor, Clark Lunn Investment Management Ltd. | 1.45% | 1,669,253 | $471M |
| 9 | VIKING GLOBAL INVESTORS LP | 1.44% | 1,654,989 | $466M |
| 10 | Whale Rock Capital Management LLC | 1.32% | 1,518,201 | $428M |
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