Independent
Tenure on this board
2.0 yrs
11 nominees · 4 ballot items.
Election of eleven directors; advisory approval of executive compensation (say-on-pay); ratification of PwC as independent auditor; stockholder proposal to adopt an independent board chairman (requested by John Chevedden).
Election of eleven directors to serve until the next annual meeting.
Non-binding advisory vote to approve the 2025 executive compensation as disclosed.
This advisory proposal asks stockholders to approve, on a non-binding basis, the company’s 2025 executive compensation as disclosed in the proxy. Management seeks this vote to validate their pay practices, demonstrate alignment of pay and performance, and respond to shareholder engagement. The CD&A details a pay-for-performance structure emphasizing performance shares, RSUs and options, with an SMIP annual incentive tied to adjusted diluted EPS, revenue and non-financial goals. The Board recommends a FOR vote, arguing robust governance safeguards, independent consultant involvement, clawback policies, share ownership guidelines, and that 2025 pay outcomes (116% average annual incentive, 154% long-term performance payout) reflect strong company performance. Context includes high TSR relative to peers and investor outreach indicating positive feedback; as an advisory measure, the result will be considered by the Compensation Committee for future decisions but is not binding.
Ratify selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.
Request the Board adopt policy to separate the Chairman and CEO roles so the Chairman is an independent director.
The shareholder proponent (John Chevedden) requests a binding governance change requiring the separation of the Chairman and CEO roles such that the Chairman must be an independent director, arguing improved oversight and citing data-breach litigation, other legal issues, and stock performance as motivation. Management opposes, arguing the board needs flexibility to select leadership structure, emphasizes the Lead Independent Director role and other governance features, and notes historical stockholder support and strong TSR since combining roles. The board recommends voting AGAINST. The proponent’s case and the board’s response highlight a classic governance dispute about oversight vs. flexibility; the specific company context includes cybersecurity-related lawsuits, legal settlements, and operational controversies that the proponent uses to justify structural reform, while management points to performance metrics and established governance practices to defend the status quo.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 7,145,672 | $1.4B |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.5% | 6,133,580 | $1.2B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 6,081,400 | $1.2B |
| 4 | STATE STREET CORP | 4.9% | 5,380,821 | $1.1B |
| 5 | BlackRock, Inc. | 3.3% | 3,665,921 | $718M |
| 6 | JPMORGAN CHASE CO | 3.0% | 3,276,192 | $646M |
| 7 | Boston Partners | 2.9% | 3,201,411 | $628M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 2,724,268 | $532M |
| 9 | BlackRock, Inc. | 2.1% | 2,351,036 | $461M |
| 10 | EdgePoint Investment Group Inc. | 2.0% | 2,243,869 | $440M |
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