Independent
Tenure on this board
4.6 yrs
Also a director at
Qualcomm Inc (QCOM)
3 nominees · 3 ballot items.
Three management proposals: (1) elect three Class II directors (Sylvia Acevedo, Fariba Danesh, Pantas Sutardja); (2) non-binding advisory vote to approve the compensation of the named executive officers (“say-on-pay”); and (3) ratify Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year ending May 1, 2027.
Elect the three (3) Class II director nominees (Sylvia Acevedo, Fariba Danesh and Pantas Sutardja) to hold office until the earlier of the 2029 Annual Meeting or their resignation or removal.
Non‑binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables and narrative).
This management proposal asks shareholders to cast a non‑binding advisory vote approving the company’s executive compensation disclosures (the CD&A, compensation tables and related narrative), commonly called a "say-on-pay" vote. Management is seeking this advisory endorsement to confirm shareholder support for its pay philosophy and to obtain feedback the Compensation Committee will consider when setting future pay; the Board expects to hold the advisory vote annually. The proxy discloses a compensation program that emphasizes pay‑for‑performance, with a substantial portion of NEO pay delivered as performance‑based equity (PSUs and Special PSUs), multi‑year performance metrics tied to revenue and stock price for certain CEO awards, and annual bonuses tied to company revenue and non‑GAAP net income growth plus individual objectives. The filing highlights extraordinary company performance (revenue growth and net income increases) that produced above‑target payouts in fiscal 2026 and the use of special off‑cycle PSUs and a multi‑year CEO PSU designed for retention and alignment. Management emphasizes governance safeguards including double‑trigger change‑in‑control vesting, clawback policy, stock ownership guidelines, and use of an independent compensation consultant. The Board recommends FOR primarily on the basis that compensation is aligned with measurable company performance, supports retention of key executives, and is competitive versus peers. Because the vote is advisory and non‑binding, the Compensation Committee retains discretion but will consider the outcome and shareholder feedback in future decisions. Investors should weigh the use of large performance packages and front‑loaded CEO PSUs against demonstrated strong financial performance and the company’s stated governance mitigants when evaluating this proposal.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 1, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.12% | 9,538,907 | $895M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.83% | 8,998,192 | $845M |
| 3 | Point72 Asset Management, L.P.Activist | 4.01% | 7,479,599 | $702M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.88% | 7,234,488 | $679M |
| 5 | BlackRock, Inc. | 2.74% | 5,117,279 | $480M |
| 6 | STATE STREET CORP | 2.61% | 4,872,361 | $457M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.05% | 3,818,882 | $360M |
| 8 | SRS Investment Management, LLC | 1.34% | 2,505,841 | $235M |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 1.25% | 2,327,317 | $218M |
| 10 | FMR LLC | 1.18% | 2,200,335 | $207M |
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