Not independent
Tenure on this board
16.3 yrs
7 nominees · 3 ballot items.
Three management proposals: (1) election of seven directors for terms expiring at the 2027 annual meeting, (2) an advisory “say-on-pay” vote to approve the compensation of the Company’s named executive officers, and (3) ratification of KPMG LLP as the Company’s independent registered public accounting firm for 2026 and authorization for the directors to fix its remuneration.
Elect seven directors to hold office until the 2027 annual general meeting of shareholders.
Non-binding, advisory vote to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy statement.
This is a non-binding advisory "say-on-pay" resolution asking shareholders to approve the overall compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is asking for shareholder approval to signal support for the Company’s compensation philosophy, practices and specific pay decisions disclosed in the filing; the vote is advisory and not enforceable but will be considered by the Compensation Committee when evaluating future pay programs. The Compensation Committee used an independent consultant and market peer benchmarking to design the program, and the proxy explains the components — base salary, annual bonus targets, and long-term equity incentives — and the rationale for their mix. The Company also highlights governance features intended to align pay and performance, including equity-based long-term awards, clawback provisions, and newly adopted stock ownership guidelines. Management states the vote will be held annually (consistent with the prior shareholder vote) so shareholders can provide ongoing feedback on executive pay. The Board’s recommendation to vote FOR reflects its view that the disclosed programs attract, retain and motivate executives to execute the Company’s strategy while aligning management’s interests with shareholders. Because the vote is advisory, the Compensation Committee retains discretion to modify programs but will weigh the outcome when considering adjustments. In the context of recent management transitions and significant equity awards disclosed for 2025, the advisory vote provides shareholders an opportunity to express their view on compensation outcomes during a period of change and heavy reliance on equity incentives.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2026 and authorize the directors to fix the remuneration to be paid to the auditor.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VAN ECK ASSOCIATES CORP | 7.19% | 13,973,999 | $25M |
| 2 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 6.74% | 13,092,916 | $24M |
| 3 | BlackRock, Inc. | 3.42% | 6,633,333 | $12M |
| 4 | Azarias Capital Management, L.P. | 2.61% | 5,067,708 | $9M |
| 5 | MMCAP International Inc. SPC | 2.14% | 4,163,436 | $7M |
| 6 | Vident Advisory, LLC | 1.81% | 3,513,530 | $6M |
| 7 | STATE STREET CORP | 1.73% | 3,369,486 | $6M |
| 8 | UBS Group AG | 1.34% | 2,599,230 | $5M |
| 9 | BlackRock, Inc. | 1.17% | 2,272,360 | $4M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.11% | 2,163,631 | $4M |
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