Independent
Tenure on this board
7.9 yrs
7 nominees · 4 ballot items.
Elect seven directors; approve, on an advisory basis, Commvault’s executive compensation (“say-on-pay”); ratify Ernst & Young LLP as independent auditors for fiscal 2027; and approve the Commvault 2026 Equity Plan authorizing 3,374,000 shares.
Elect seven directors to serve one-year terms.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory approval of the Company’s named executive officer (NEO) compensation as described in the proxy statement, commonly called a “say-on-pay” vote. Management seeks shareholder endorsement to confirm that the Compensation Committee’s pay-for-performance program and the mix of base salary, annual cash incentives, and performance-based long-term equity awards align executive incentives with stockholder interests and the Company’s strategic goals. The proposal asks shareholders to approve the overall executive compensation philosophy and outcomes disclosed in the Compensation Discussion and Analysis and related tables, rather than any single element of pay. The Board recommends FOR the proposal, emphasizing its reliance on performance measures (revenue, non-GAAP EBIT, ARR, TSR) and substantial use of performance-based equity to align pay with long-term results. The Company notes the vote is advisory and non-binding, but states it will carefully consider voting outcomes and stockholder feedback in future compensation decisions. Key context includes strong fiscal 2026 financial results, significant performance-based equity awards (including Relative TSR and Financial PSUs), and prior high say-on-pay support in 2025, which the Compensation Committee viewed as validation of its approach. Investors should weigh that the advisory vote does not alter contractual or compensation plan terms and that the Compensation Committee retains discretion (including potential modifications and clawback policies) to adjust awards. The vote’s outcome serves as a governance signal about investor support for management’s pay practices and could influence future compensation design and shareholder engagement.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Commvault’s independent public accountants for fiscal year ending March 31, 2027.
Approve the Commvault Systems, Inc. 2026 Equity Plan, replacing the 2016 Omnibus Incentive Plan and authorizing 3,374,000 shares for issuance under the plan.
This management proposal seeks shareholder approval of a replacement equity incentive plan to succeed the 2016 Omnibus Incentive Plan upon its August 2026 expiration, requesting authorization of 3,374,000 shares for issuance under the new 2026 Equity Plan. Management is pursuing approval to ensure continuity of its long-term equity compensation program used to attract, retain, and motivate employees, consultants, and non-employee directors; the proposed share pool reflects consideration of anticipated grant needs, historical burn rate, outstanding awards, and dilution. The 2026 Equity Plan incorporates governance enhancements (e.g., prohibitions on recycling shares used for tax withholding or exercise price payments and on payment of dividends/dividend equivalents on unvested awards), individual annual limits for independent directors, and administrative authorities for the Compensation Committee, aligning plan mechanics with market practices and shareholder protections. If approved, no further awards would be granted under the 2016 Plan, although outstanding 2016 Plan awards would remain subject to their original terms; the new plan’s share reserve includes remaining 2016 Plan availability and potential recycled shares from expired or forfeited awards. The board recommends FOR because management believes the plan supports competitive, performance-linked compensation (including RSUs, PSUs, cash awards, options, and SARs) and provides the company flexibility to grant different award types and comply with non-U.S. rules via subplans. Key risks to investors include potential dilution from the share reserve and the discretionary nature of future grants, but the plan limits (including director award caps and prohibitions noted above) and approval requirement aim to mitigate governance concerns. The Compensation Committee’s historical grant practices, use of performance-based PSUs (Relative TSR and Financial metrics), and prior shareholder engagement are germane context for evaluating how the new plan might be used to link pay with performance. Approval would maintain the company’s ability to deliver long-term equity incentives central to executive and employee retention and to align management compensation with long-term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.9% | 3,673,709 | $286M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.8% | 3,609,637 | $281M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.8% | 1,983,935 | $155M |
| 4 | STATE STREET CORP | 4.0% | 1,664,662 | $130M |
| 5 | BlackRock, Inc. | 3.6% | 1,485,343 | $116M |
| 6 | ACADIAN ASSET MANAGEMENT LLC | 3.0% | 1,254,384 | $98M |
| 7 | Pictet Asset Management Holding SA | 3.0% | 1,239,225 | $96M |
| 8 | TWO SIGMA INVESTMENTS, LP | 2.7% | 1,123,868 | $88M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 2.7% | 1,097,663 | $85M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 2.5% | 1,018,096 | $79M |
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