Not independent
Tenure on this board
16.1 yrs
8 nominees · 3 ballot items.
Election of eight directors; Ratification of Samil PricewaterhouseCoopers as independent registered public accounting firm for fiscal year ending December 31, 2026; Non-binding (advisory) approval of named executive officer compensation (Say-on-Pay).
Elect the eight director nominees named in the proxy to hold office until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s selection of Samil PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and compensation tables.
This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation program, including the Compensation Discussion and Analysis and accompanying tables. Management is seeking this advisory approval as a standard corporate governance practice to confirm that its pay decisions for named executive officers align with stockholder interests and to solicit shareholder feedback to inform future pay decisions. The Company’s compensation program is characterized by a pay-for-performance philosophy with a substantial portion of executive pay delivered through multi-year equity awards (RSUs and PSUs) intended to align long-term executive incentives with stock price appreciation and business performance; the Compensation Committee uses an external consultant (Compensia) and a peer group for benchmarking. Notable contextual points include retention and recruitment needs in competitive markets, use of performance-based PSUs with performance objectives (some of which the Company declined to disclose in detail citing competitive harm), and the presence of clawback and change-in-control/severance arrangements that affect vesting and payout. The proxy also discloses pay-versus-performance metrics showing divergence between compensation actually paid (CAP) and total stockholder return (TSR) in some years, which could be a point of investor scrutiny even though the Company emphasizes long-term equity alignment and the multi-year vesting schedules. The Board’s rationale for recommending a FOR vote is that the mix of base salary, cash retention incentives, and multi-year equity awards appropriately balances short- and long-term incentives, supports retention, and aligns executives with stockholder value, and the Board will consider the say-on-pay vote results when making future compensation decisions. Potential investor concerns include the CEO-to-median employee pay ratio and the materiality and opacity of some performance targets; the Company argues these features are necessary to preserve competitive positioning and to incentivize long-term value creation. Because the vote is advisory, passage would signal shareholder support for the overall approach while a negative outcome would prompt the Board and Compensation Committee to reassess and potentially modify elements of the executive pay program.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SB INVESTMENT ADVISERS (UK) LTD | 16.13% | 289,542,259 | $5.5B |
| 2 | BAILLIE GIFFORD CO | 4.72% | 84,784,457 | $1.6B |
| 3 | DODGE COX | 4.01% | 72,008,120 | $1.4B |
| 4 | MORGAN STANLEY | 2.74% | 49,206,450 | $929M |
| 5 | Capital International Investors | 2.47% | 44,309,107 | $836M |
| 6 | TIGER GLOBAL MANAGEMENT LLC | 1.93% | 34,595,407 | $653M |
| 7 | Artisan Partners Limited Partnership | 1.88% | 33,669,665 | $636M |
| 8 | BlackRock, Inc. | 1.70% | 30,501,732 | $576M |
| 9 | Dragoneer Investment Group, LLC | 1.55% | 27,852,856 | $526M |
| 10 | GREENOAKS CAPITAL PARTNERS LLC | 1.43% | 25,704,927 | $485M |
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