Independent
Tenure on this board
9.7 yrs
9 nominees · 3 ballot items.
Election of nine directors to serve one-year terms; an advisory (non-binding) Say-on-Pay vote to approve the Company’s executive compensation as disclosed in the proxy; and ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Elect the nine nominees listed in the proxy to the Company’s Board of Directors to serve until the next annual meeting (one-year terms).
Non-binding, advisory vote (Say-on-Pay) to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement (CD&A, Summary Compensation Table and related disclosures).
This proposal requests an advisory, non-binding endorsement from shareholders of the Company’s executive compensation program as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management is seeking shareholder approval to demonstrate stockholder support for its pay practices and to validate the Compensation Committee’s approach to aligning pay with performance through a mix of base salary, an annual incentive plan tied to Adjusted EBITDA and software solutions net sales growth and strategic initiatives, and long-term incentives composed primarily of performance share units (PSUs) and restricted stock units (RSUs). The Compensation Committee emphasizes pay-for-performance features — multi-year PSU metrics (recurring/reoccurring revenue and free cash flow conversion), relative TSR modifiers, and an individual performance factor — as guardrails that tie realized pay to both short- and long-term results. The Board notes that the vote is advisory and non-binding but that the Compensation Committee will consider the outcome when setting future pay; it also points to governance practices such as an independent compensation consultant, clawback policy, stock ownership guidelines, and prohibitions on hedging/pledging as evidence of alignment with shareholder interests. The company highlights strong prior shareholder support (approximately 98.8% in 2025) and describes recent compensation design choices (e.g., PSU weight, performance measures, and internal pay governance) intended to drive its strategic transformation toward software-first revenues and improved free cash flow. From an investor perspective, a FOR vote signals acceptance of the current incentive structure and management’s strategy; a substantial against vote could prompt the Compensation Committee to revisit metric selection, target setting, or disclosure. Because the vote is advisory, corporate governance activists or large institutional investors may still engage if they view misalignment between pay and performance; however, the documented practices and high historical support suggest management expects continued endorsement. The Board’s recommendation and the detailed disclosures are intended to reduce information asymmetry and provide shareholders with the rationale and mechanics behind executive pay to inform their advisory vote.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.43% | 2,855,411 | $135M |
| 2 | STATE STREET CORP | 4.65% | 1,160,874 | $55M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.46% | 1,114,920 | $53M |
| 4 | THRIVENT FINANCIAL FOR LUTHERANS | 3.65% | 912,711 | $43M |
| 5 | Alberta Investment Management Corp | 3.41% | 852,611 | $40M |
| 6 | RICE HALL JAMES ASSOCIATES, LLC | 3.12% | 780,037 | $37M |
| 7 | WESTWOOD HOLDINGS GROUP INC | 3.05% | 761,163 | $36M |
| 8 | BlackRock, Inc. | 2.96% | 739,382 | $35M |
| 9 | FRONTIER CAPITAL MANAGEMENT CO LLC | 2.62% | 653,818 | $31M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.50% | 625,023 | $29M |
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