Not independent
Tenure on this board
5.5 yrs
9 nominees · 4 ballot items.
Election of nine directors; Ratification of Ernst & Young LLP as independent auditors; Advisory approval of executive compensation (say-on-pay); Approval of amendment to 2020 Stock Incentive Plan to increase shares available by 3,700,000.
Election of nine directors nominated by the Board to hold one-year terms until the next annual meeting.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
This management proposal asks stockholders to ratify the Audit Committee’s appointment of Ernst & Young LLP (EY) as Concentrix’s independent auditors for fiscal year 2026. Management presents EY as the firm appointed after a competitive process and notes EY has served as auditor since 2025; it also discloses that KPMG was dismissed following completion of the 2024 audit and that prior KPMG reports were unmodified. The rationale for submitting the appointment for ratification is primarily to solicit stockholder input even though stockholder ratification is not required. The board recommends a vote FOR, citing its Audit Committee’s oversight and the selection process. A vote against would not automatically replace EY but would prompt reconsideration by the Audit Committee; the Audit Committee retains discretion to change auditors irrespective of the vote.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory vote (say-on-pay) approving the disclosed compensation of the Company’s named executive officers. Management frames the compensation program as pay-for-performance with a majority of long-term equity tied to performance metrics and a mix of cash and equity incentives aligned with stockholder interests. The Board highlights governance features (clawback policy, stock ownership guidelines, no hedging, minimum vesting, no evergreen) and strong recent stockholder support (97.7% approval in 2025). The vote is advisory and non-binding, but the Board and Compensation Committee will consider the outcome when deciding future compensation policies; the Board recommends a vote FOR.
Approve an amendment to the 2020 Stock Incentive Plan to increase the share reserve by 3,700,000 shares to provide additional shares available for equity awards.
This management proposal requests shareholder approval to increase the share reserve under the 2020 Stock Incentive Plan by 3.7 million shares. Management frames the request as necessary to maintain competitiveness in attracting and retaining talent and enabling future grants for executives, employees, director compensation, new hires, and M&A. The company emphasizes governance features intended to mitigate dilution risk (no evergreen, one-year minimum vesting, repricing prohibition, director limits, clawback, and double-trigger CIC protection) and points to prudent grant practices, recent share repurchases, and prior shareholder approvals. The board recommends a vote FOR, noting that the requested reserve is projected to support approximately two grant cycles under current practices; shareholders should weigh dilution, the company’s burn rate, recent large impairment and operating losses in 2025, and whether existing reserves plus repurchases make the increase necessary at this time.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Groupe Bruxelles Lambert | 14.4% | 8,773,667 | $240M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 7.9% | 4,803,184 | $131M |
| 3 | FMR LLC | 4.9% | 2,980,624 | $82M |
| 4 | PZENA INVESTMENT MANAGEMENT LLC | 4.8% | 2,943,212 | $81M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.6% | 2,823,045 | $77M |
| 6 | FIL Ltd | 3.9% | 2,408,330 | $66M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.9% | 2,371,102 | $65M |
| 8 | BlackRock, Inc. | 3.8% | 2,337,825 | $64M |
| 9 | UBS Group AG | 3.7% | 2,264,637 | $62M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 2,193,284 | $60M |
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