Not independent
Tenure on this board
19.0 yrs
8 nominees · 3 ballot items.
Shareholders will elect eight directors, ratify KPMG LLP as the independent registered public accounting firm for fiscal 2026, and approve on a non-binding advisory basis the compensation paid to the named executive officers.
Elect eight nominees to serve as directors until the next annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee and Board’s appointment of KPMG LLP as EchoStar’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the compensation paid to EchoStar’s named executive officers as disclosed in the proxy statement.
Proposal 3 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to EchoStar’s named executive officers as disclosed under Item 402 of Regulation S-K. The resolution covers the Compensation Discussion and Analysis, compensation tables, and related narrative discussion in the 2026 proxy statement. Management is seeking approval to obtain shareholder feedback on the company’s executive compensation program rather than to obtain legally binding authorization for individual payments. The Board describes the program as supporting attraction, retention, and motivation of executives over the long term. It also emphasizes recognition of individual, company-wide, and business-group performance. The Board states that equity and cash incentives align management’s interests with those of shareholders. EchoStar’s 2025 program included base salary, equity awards, short-term cash incentives, retirement-related benefits, and other compensation, with substantial equity-related compensation for several NEOs. The company reported that its advisory vote on executive compensation occurs every three years, so the next such vote is expected in 2029 unless the Board changes the schedule. The Board and Compensation Committee will consider the outcome in future compensation decisions despite the vote’s non-binding nature. The Board unanimously recommends voting FOR approval because it believes the disclosed compensation is appropriate and advances the company’s stated compensation principles.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 3.67% | 10,661,913 | $1.1B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.04% | 8,841,556 | $897M |
| 3 | WELLINGTON MANAGEMENT GROUP LLP | 2.51% | 7,300,554 | $741M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.03% | 5,900,756 | $599M |
| 5 | BlackRock, Inc. | 1.91% | 5,555,845 | $564M |
| 6 | Darsana Capital Partners LP | 1.72% | 5,000,000 | $508M |
| 7 | Arini Capital Management Ltd | 1.67% | 4,839,158 | $491M |
| 8 | Pentwater Capital Management LPActivist | 1.33% | 3,860,000 | $392M |
| 9 | UBS Group AG | 1.32% | 3,832,583 | $389M |
| 10 | Apollo Management Holdings, L.P. | 1.27% | 3,698,611 | $375M |
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