Independent
Tenure on this board
12.7 yrs
10 nominees · 3 ballot items.
Stockholders will vote to elect the company’s directors, cast an advisory (Say-on-Pay) vote to approve executive compensation, and ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Election of the Company’s director nominees to serve until the 2027 annual meeting.
Non-binding, advisory (Say-on-Pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation program. Management seeks this approval to validate its pay-for-performance philosophy and to demonstrate stockholder support for the Compensation Committee’s design and decisions described in the CD&A. The Company ties short-term incentives to Adjusted Net Income and Revenue, uses Adjusted EBITDA plus a TSR modifier for multi-year performance-based RSUs, and has capped payouts and multi-year vesting to mitigate excessive risk-taking. The Compensation Committee highlights recent changes and engagement—after a 62% Say-on-Pay approval in 2024 it pursued extensive outreach, made peer-group and disclosure adjustments, and achieved 97% support in 2025—using that outcome as evidence of improved alignment. Management emphasizes goal rigor, use of constant-currency metrics, and modifiers for compliance and cultural objectives to ensure alignment with long‑term value creation. The vote is advisory and non-binding, but the Board will consider the results when setting future compensation and sees the vote as governance feedback. The Board recommends FOR because it believes the program attracts and retains talent, aligns management incentives with stockholder interests, and incorporates robust governance features (clawback policy, ownership guidelines, and performance modifiers).
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.91% | 6,720,378 | $190M |
| 2 | FMR LLC | 9.11% | 5,612,593 | $158M |
| 3 | AMERICAN CENTURY COMPANIES INC | 8.19% | 5,049,513 | $142M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.42% | 3,955,619 | $112M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.63% | 2,856,078 | $81M |
| 6 | STATE STREET CORP | 4.06% | 2,502,355 | $71M |
| 7 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 3.95% | 2,435,675 | $69M |
| 8 | FMR LLC | 3.56% | 2,195,615 | $62M |
| 9 | BlackRock, Inc. | 3.07% | 1,889,120 | $53M |
| 10 | FULLER THALER ASSET MANAGEMENT, INC. | 2.98% | 1,834,945 | $52M |
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