Not independent
Tenure on this board
8.1 yrs
Also a director at
Raymond James Financial Inc (RJF)
9 nominees · 5 ballot items.
Elect ten directors; advisory vote on executive compensation (“say-on-pay”); ratify Ernst & Young LLP as auditor; advisory vote to lower special meeting ownership threshold to 25% (management); shareholder proposal to lower special meeting ownership threshold to 10% (shareholder).
Elect the ten director nominees named in the proxy statement to serve until the next annual meeting.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation disclosure and practices (say-on-pay). Management seeks shareholder support to validate its compensation philosophy that heavily weights long-term performance-based incentives tied to TSR and Adjusted EBITDA, and to confirm alignment between pay and company strategy, including EFX.AI deployment and cloud transition. The board recommends a vote FOR, arguing the compensation structure incentivizes long-term value creation, includes robust governance features (clawbacks, stock ownership requirements, independent consultant review), and has substantial shareholder support previously (92% in 2025). Important context includes recent increases in CEO LTI to retain leadership and changes to LTI design for 2026 to emphasize Adjusted EBITDA with TSR modifier and extended holding periods; management argues these changes respond to shareholder feedback while maintaining pay-for-performance alignment. Opponents might point to higher realized CEO pay in certain years and the increased LTI grant in 2025; the board counters with CEO deferral elections and enhanced retention features tied to longer timelines. The vote is advisory but board will consider results in future compensation decisions.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as independent auditor for 2026.
Non-binding advisory proposal by management to amend the Bylaws to allow shareholders holding at least 25% of outstanding common stock (held continuously for at least one year) to request a special meeting.
Shareholder-submitted proposal requesting the Company to amend governing documents to permit shareholders owning 10% of outstanding common stock to call a special meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 7,825,105 | $1.4B |
| 2 | HARRIS ASSOCIATES L P | 6.2% | 7,353,105 | $1.3B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 5,271,004 | $949M |
| 4 | STATE STREET CORP | 4.2% | 5,023,592 | $905M |
| 5 | Soroban Capital Partners LP | 3.5% | 4,184,569 | $754M |
| 6 | Capital International Investors | 3.1% | 3,676,942 | $662M |
| 7 | BlackRock, Inc. | 3.1% | 3,656,104 | $658M |
| 8 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 3.0% | 3,541,308 | $638M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 2,812,162 | $504M |
| 10 | BlackRock, Inc. | 2.1% | 2,499,760 | $450M |
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