Independent
Tenure on this board
2.9 yrs
10 nominees · 4 ballot items.
Four proposals: (1) Election of ten director nominees; (2) Ratification of Deloitte & Touche LLP as independent auditors for 2026; (3) Advisory (non-binding) approval of 2025 executive compensation (“say-on-pay”); and (4) Approval of an amendment to increase the share reserve under the 2015 Omnibus Incentive Compensation Plan by 9,300,000 shares.
Elect ten director nominees named in the proxy statement to serve one-year terms.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers for 2025 as disclosed in the proxy statement.
This management-sponsored advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s disclosed 2025 executive compensation for the named executive officers. Management seeks endorsement to validate its pay-for-performance philosophy and the specific design choices in 2025 — a mix of base salary, annual cash incentives tied to Adjusted EBITDA and bookings metrics, and long-term equity (PSUs and RSUs) with multi-year TSR and Company Value performance conditions. The Compensation Committee exercised negative discretion in 2025 (reducing some bonus payouts) to respond to stock price declines and a weaker 2026 outlook, which management presents as evidence of pay alignment with shareholder interests. A FOR vote signals stockholder support for the Committee’s compensation decisions and its use of discretion; a AGAINST or WITHHOLD could prompt further engagement or program changes. Contextually, the Company experienced significant stock-price volatility and underperformance on PSU cycles culminating in 2025, producing materially lower realized equity values and a low realized payout from multi-year PSUs, which management argues demonstrates alignment with shareholder experience. The advisory vote is non-binding, but the Board commits to considering results in future compensation decisions and investor engagement. For investors evaluating the proposal, key considerations include the extent to which the compensation program ties pay to durable operational metrics (Adjusted EBITDA, bookings, exit run rate EBITDA), the structure of PSU TSR modifiers and vesting schedules, recent use of discretion to reduce payouts, and the potential dilution and realized pay outcomes evident in recent PSU cycles. Overall, the Company frames the program as responsive to market conditions and stockholder feedback, while critics may focus on realized outcomes (large declines in PSU value) and ongoing dilution from equity awards when assessing whether pay practices appropriately serve long-term shareholder value.
Approve an amendment to increase the number of Class A shares available under the 2015 Omnibus Incentive Compensation Plan by 9,300,000 shares (raising the plan share limit and ISO limit to 35,861,000 shares).
This management proposal requests shareholder approval to increase the 2015 Plan share reserve by 9.3 million Class A shares, raising both the total plan share limit and the ISO-specific limit to 35,861,000 shares. Management frames the amendment as necessary to ensure sufficient share availability to continue granting equity awards that align employee and director incentives with long-term shareholder value, to attract and retain talent, and to avoid substituting cash awards which would consume liquidity that management prefers to deploy toward debt reduction and business investment. The filing discloses current plan usage — roughly 12.8 million shares subject to outstanding awards and only 579,689 shares then available — creating a near-term shortage if no amendment is approved. From a governance and valuation perspective, the proposed increase materially expands the pool of potentially dilutive securities; shareholders should weigh the incremental dilution against the potential benefits from motivated management and successful execution. The Amended 2015 Plan includes several governance features (minimum 12-month vesting, annual limits per participant and director, substitution rules, anti-repricing without stockholder approval, and Change of Control provisions) intended to limit abuse and align awards with performance. Management also discloses that, absent approval, it may need to use cash-settled awards, which it argues are less aligned with shareholder interests. For sophisticated voters, critical analysis should include modeling the incremental dilution under plausible grant schedules, assessing historical share usage and burn rate, evaluating the mix of performance vs. time-based awards, and considering whether existing award governance protections are sufficient. The Board’s unanimous recommendation and the detailed disclosure of outstanding awards and available shares provide transparency, but the ultimate shareholder decision will hinge on confidence in management’s ability to create value that exceeds dilution over time.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CADIAN CAPITAL MANAGEMENT, LP | 9.61% | 10,814,473 | $25M |
| 2 | MORGAN STANLEY | 7.42% | 8,343,144 | $19M |
| 3 | UBS Group AG | 7.24% | 8,144,231 | $19M |
| 4 | Rubicon Founders LLC | 5.17% | 5,816,123 | $13M |
| 5 | Engaged Capital LLCActivist | 4.95% | 5,563,912 | $13M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.33% | 4,867,403 | $11M |
| 7 | D. E. Shaw Co., Inc.Activist | 4.00% | 4,503,399 | $10M |
| 8 | BlackRock, Inc. | 3.88% | 4,360,692 | $10M |
| 9 | BlackRock, Inc. | 3.60% | 4,053,160 | $9M |
| 10 | Rock Springs Capital Management LP | 2.38% | 2,675,000 | $6M |
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