Not independent
Tenure on this board
14.3 yrs
6 nominees · 4 ballot items.
Election of six directors; advisory approval of executive compensation (say-on-pay); ratification of Ernst & Young LLP as independent auditors; approval to amend Articles to increase authorized common shares from 360,000,000 to 720,000,000.
Elect six director nominees to hold office until the next annual meeting and until their successors are duly elected and qualified.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as described in the Proxy Statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks this vote to confirm shareholder support for the Company’s pay-for-performance compensation philosophy that ties significant portions of executive pay to annual and long-term metrics such as total economic return, relative TER, and strategic goals, as well as to maintain market-competitive packages that include RSUs and PSUs. The Board and Compensation Committee recommend a FOR vote, citing robust governance practices (clawback policy, stock ownership requirements, double-trigger change-in-control severance), alignment of incentives through substantial equity-based awards, and the strong shareholder approval of the prior year’s say-on-pay (~95% support). The vote is advisory and non-binding but is used by the Board to inform future compensation decisions; a FOR outcome would indicate shareholder endorsement of management’s compensation approach, whereas significant opposition could trigger further outreach or changes to compensation practices.
Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve amendment to Articles to increase authorized common stock from 360,000,000 to 720,000,000 shares.
This management proposal requests shareholder approval to amend the Company’s Articles to increase authorized common shares from 360 million to 720 million. Management presents the change as necessary to preserve corporate flexibility for capital raising (including the ATM Program), equity compensation, acquisitions, stock dividends/splits, and other general corporate purposes, noting that as of the record date ~57% of currently authorized shares were outstanding and unreserved shares were insufficient for foreseeable needs. The Board emphasizes that shareholders have no preemptive rights and that the additional shares could be issued without further shareholder approval, which could be dilutive and potentially used defensively against takeovers. The Board recommends a FOR vote, arguing the benefits of financial and strategic flexibility outweigh potential dilution concerns; a sophisticated analyst should weigh the company’s capital needs, existing ATM program utilization, recent and expected financings, governance safeguards, and the absence of present plans to issue shares when evaluating the proposal’s merits.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.1% | 8,904,133 | $114M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 8,513,684 | $109M |
| 3 | BlackRock, Inc. | 2.5% | 5,454,821 | $70M |
| 4 | STATE STREET CORP | 2.1% | 4,534,721 | $59M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 4,032,696 | $51M |
| 6 | Qube Research Technologies Ltd | 1.7% | 3,708,393 | $47M |
| 7 | MILLENNIUM MANAGEMENT LLC | 1.3% | 2,754,327 | $35M |
| 8 | VICTORY CAPITAL MANAGEMENT INC | 1.2% | 2,599,598 | $33M |
| 9 | BALYASNY ASSET MANAGEMENT L.P. | 1.1% | 2,439,648 | $31M |
| 10 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 1.0% | 2,060,385 | $26M |
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