Independent
Tenure on this board
7.2 yrs
9 nominees · 5 ballot items.
Election of nine directors; advisory approval of named executive officer compensation (say-on-pay); ratification of Deloitte as independent auditor; approval to amend Certificate of Incorporation to increase authorized common shares from 220,000,000 to 440,000,000; approval to amend and restate the 2015 Incentive Plan to add 4,000,000 shares and extend term to 2036.
Election of nine director nominees to serve one-year terms until the 2027 annual meeting.
Advisory vote to approve the compensation paid to the company’s named executive officers for 2025.
The proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the company’s named executive officers for 2025 as disclosed in the proxy statement. Management seeks this annual approval to confirm alignment between pay practices and shareholder interests, to receive feedback on pay programs, and to comply with SEC and NYSE expectations around shareholder consultation on executive pay. The Compensation Committee describes a pay-for-performance philosophy with a mix of base salary, annual cash incentives (tied 50% to revenue and 50% to adjusted EBITDA for 2025), and long-term equity awards (50% restricted stock, 50% PSUs with absolute TSR metrics for 2025). No bonuses were paid in 2025 because performance fell below threshold. Management’s recommendation is for a vote FOR, arguing the program aligns pay with performance, engages stockholders, uses independent advisors, and includes governance features like clawbacks and ownership guidelines. The vote is advisory only, but the Compensation Committee and Board will consider the outcome in future decisions. The proposal is routine in many proxies but is not classified as a purely ministerial ratification and therefore allows brokers no discretionary voting.
Ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Amend Certificate of Incorporation to increase authorized common shares from 220,000,000 to 440,000,000.
Management proposes to amend the Certificate of Incorporation to double authorized common shares from 220 million to 440 million. The board argues this provides flexibility for equity incentive plan needs, capital raising, acquisitions, strategic partnerships, and other corporate purposes without having to seek further shareholder approval for each issuance. The proposal could be used for dilutive financings, replenishing equity plan shares, or defensive anti-takeover effects; the board states it has no present plans other than potential near-term equity financings and that the increase is not intended to deter takeovers. If approved, the Certificate of Amendment would be filed with Delaware. The Board recommends FOR; the proposal requires a majority of votes cast to pass.
Approve amendment and restatement of the 2015 Incentive Plan to add 4,000,000 shares and extend the plan term to March 26, 2036.
Management requests shareholder approval to amend and restate the 2015 Incentive Plan to add 4 million shares to the plan pool and extend the plan term to 2036. The board and compensation committee justify this as necessary to continue offering competitive equity awards to attract, retain and motivate employees and non-employee directors. The amendment contains governance features (no discounted options, no repricing without shareholder approval, clawback subject to company policy, annual director grant limits, per-participant limits) and aligns awards with performance via PSUs. Approval would increase the total reserved shares to 33,235,011; the new shares would replenish the plan to support future grants including those to the named executive officers. The board recommends FOR; the vote is non-routine and requires a majority of votes cast.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 7.81% | 11,480,527 | $22M |
| 2 | TWO SIGMA INVESTMENTS, LP | 3.99% | 5,857,606 | $11M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.96% | 5,815,197 | $11M |
| 4 | BlackRock, Inc. | 3.55% | 5,219,249 | $10M |
| 5 | Capital World Investors | 3.54% | 5,208,333 | $10M |
| 6 | BlackRock, Inc. | 3.05% | 4,489,124 | $8M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.95% | 2,870,429 | $5M |
| 8 | MARSHALL WACE, LLP | 1.93% | 2,829,926 | $5M |
| 9 | D. E. Shaw Co., Inc.Activist | 1.90% | 2,785,833 | $5M |
| 10 | Silverberg Bernstein Capital Management LLC | 1.81% | 2,653,912 | $5M |
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