Not independent
Tenure on this board
48.4 yrs
10 nominees · 5 ballot items.
Elect ten directors; ratify Deloitte & Touche LLP as independent auditors for 2026; approve, on a non-binding basis, executive compensation; approve the Amended and Restated 2020 Stock Incentive Plan increasing the share reserve; consider shareholder proposal on proxy access (aggregate to 3% ownership for eligibility) and vote on any other properly presented matters.
Elect ten directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as Columbia’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation paid to named executive officers as disclosed in the proxy statement.
Approve amendment and restatement of the 2020 Stock Incentive Plan to increase the share reserve by 4,500,000 shares (from 4,500,000 to 9,000,000) and make other clarifying changes.
The proposal asks shareholders to approve a material amendment to the Company’s equity plan, effectively doubling the share reserve to 9 million shares to support future equity grants for employees, officers and directors. Management argues the increase is necessary to maintain competitive compensation, to fund long-term incentive programs and to cover expected hiring, promotions and retention needs for approximately five years. The proxy provides supporting metrics such as recent burn rate (average 1.1% over three years), current overhang (8.3%) and projected overhang post-amendment (15.2%), and notes governance protections including no repricing without shareholder approval, no evergreen replenishment, limits on non-employee director awards, and clawback policies. The Board and Talent and Compensation Committee, advised by external consultants (FW Cook and Perkins Coie LLP), recommend a FOR vote, highlighting potential dilution concerns but arguing the reserve is reasonable versus competitive practices and necessary for recruiting and retention. The proposal is transactionally routine for companies that rely on equity, and it would allow the company to continue granting stock options, RSUs and PRSUs and to sustain the current compensation structure that ties pay to performance. Significant considerations include potential dilution, comparative peer practices, the company’s historical grant practices and burn rate, and the fact that the Amended Plan removes certain employee award limits while maintaining director limits.
Shareholder-submitted proposal requests the Board to enable proxy access allowing shareholders owning at least 3% for at least three years to aggregate shares without group limits to nominate up to 25% of the board and include nominees’ supporting statements in the company’s proxy materials.
This shareholder proposal requests the Board to implement expanded proxy access allowing shareholders owning at least 3% for three years to aggregate holdings without a limit on group size to nominate up to 25% of the board. The proponent argues such access empowers small shareholders, improves accountability, can address social and environmental risks, reduces costs compared to contested proxy fights, and cites studies asserting shareholder value benefits. Management opposes the proposal, arguing existing nomination channels suffice, that proxy access could permit nominees who lack required independence or qualifications, empower special interests, increase company costs and destabilize governance, and that the Board and Nominating and Governance Committee are better positioned to vet candidates for the benefit of all shareholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.10% | 2,096,705 | $115M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 3.59% | 1,837,741 | $99M |
| 3 | BlackRock, Inc. | 2.62% | 1,338,127 | $73M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.25% | 1,150,183 | $63M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.15% | 1,099,616 | $60M |
| 6 | AMERICAN CENTURY COMPANIES INC | 1.90% | 972,499 | $53M |
| 7 | JPMORGAN CHASE CO | 1.90% | 971,075 | $51M |
| 8 | STATE STREET CORP | 1.57% | 800,414 | $44M |
| 9 | BlackRock, Inc. | 1.55% | 791,856 | $43M |
| 10 | Badgley Phelps Wealth Managers, LLC | 1.50% | 768,830 | $42M |
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