Independent
Tenure on this board
4.0 yrs
9 nominees · 4 ballot items.
Election of nine directors; Advisory approval of named executive officer compensation (say-on-pay); Approval of amended and restated Equity Incentive Plan (increase shares, remove fungibility, add minimum vesting, prohibit dividends on unvested awards); Ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal 2026.
Election of nine nominated directors to serve for one-year terms until the 2027 annual meeting.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
Approve amendment and restatement of the Equity Incentive Plan to increase share reserve by 2,000,000 shares to 20,778,392 total, remove fungibility, add one-year minimum vesting (with limited exceptions), and prohibit dividends/dividend equivalents on unvested awards.
The proposal asks shareholders to approve the Company’s Amended and Restated Equity Incentive Plan, primarily to increase the available share pool by 2,000,000 shares (to 20,778,392) and implement structural changes including removal of fungibility, a new one-year minimum vesting rule (with limited 5% exception and exceptions for assumed/substituted awards), and prohibition of dividends/dividend equivalents on unvested awards. Management and the Compensation & Human Capital Committee state the increase is needed to support recruiting, retention, and long-term incentive alignment, and they benchmarked expected burn rate vs peers and seek a reserve sufficient for approximately three years of grants. Removal of fungibility reduces the accounting conversion that previously treated options as 1.46 share equivalents and therefore more conservative in share usage; the one-year minimum vesting aligns with market practices and addresses governance concerns over short-term vesting; and prohibiting dividends on unvested awards aligns payout with vesting and stockholder interests. The Committee evaluated potential dilution, historical usage, and peer comparisons and concluded the plan balances ongoing incentive needs against dilution. The Board recommends a vote FOR, highlighting that the plan preserves flexibility for award types, includes individual and aggregate limits, and retains anti-repricing protections and clawback provisions; approval requires majority of votes properly cast.
Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.43% | 3,842,245 | $137M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.93% | 2,553,717 | $91M |
| 3 | RWWM, Inc. | 6.36% | 2,342,359 | $84M |
| 4 | Allianz Asset Management GmbH | 4.94% | 1,820,289 | $65M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.57% | 1,682,579 | $60M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.16% | 1,531,831 | $55M |
| 7 | STATE STREET CORP | 4.10% | 1,509,381 | $54M |
| 8 | AMERICAN CENTURY COMPANIES INC | 3.75% | 1,381,126 | $49M |
| 9 | BlackRock, Inc. | 2.97% | 1,094,067 | $39M |
| 10 | UBS Group AG | 2.90% | 1,069,364 | $38M |
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