Not independent
Tenure on this board
3.0 yrs
7 nominees · 4 ballot items.
Election of nine directors; Advisory (say-on-pay) approval of named executive officer compensation; Ratification of PricewaterhouseCoopers LLP as independent auditors; Approval of the amended and restated Long-Term Stock Incentive Compensation Program; and other business.
Election of nine director nominees named in the proxy statement to serve until the next annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote (say-on-pay) to approve compensation of the named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program for the named executive officers (NEOs) as disclosed in the proxy materials, including the Compensation Discussion and Analysis and related tables. Management seeks this vote to obtain shareholder feedback on its pay-for-performance philosophy, the mix of compensation elements (base salary, annual incentive, and long-term equity awards including stock options, RSUs, and PBRSUs), and to demonstrate alignment between management and stockholder interests. The board recommends a vote FOR, citing the high proportion of at-risk and performance-based pay (e.g., 75% long-term equity with stock options and PBRSUs) and noted strong stockholder support in prior say-on-pay votes. The context includes robust 2025 performance with revenue growth and KOD achievement resulting in incentive plan funding above target, forfeiture of certain 2022 PBRSUs due to TSR performance, and ongoing engagement with stockholders. The advisory nature of the vote means it will not be binding, but the board and Compensation and Governance Committee will consider the results when making future compensation decisions.
Ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2026.
Approve amendments to the Long-Term Stock Incentive Compensation Program, including increasing the share reserve by 7,000,000 shares and other conforming changes.
Management asks shareholders to approve an amendment and restatement of the Company’s Long-Term Stock Incentive Compensation Program which increases the share reserve by 7,000,000 shares and raises the cap on full-value awards by the same amount, removes legacy limitations tied to Section 162(m) deductibility, and clarifies share-counting rules (notably excluding shares used to satisfy tax withholding or payment for awards from being recycled). Management seeks approval to ensure continued flexibility to grant competitive equity awards to attract and retain talent, preserve pay-for-performance alignment via stock-based incentives (options, RSUs, PBRSUs), and to maintain a low burn rate while supporting long-term incentives. The board recommends FOR, noting minimum vesting requirements, double-trigger change-in-control vesting, and the company’s history of active share repurchases and governance safeguards. Approving this proposal would increase the available shares under the plan and modernize the plan’s mechanics, while failure to approve would require reliance on existing share limits and could force greater use of cash compensation or other measures to preserve competitive pay. This decision should be considered in the context of the company’s historical burn rates, recent grants, and capital return policies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.55% | 37,727,792 | $3.0B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.59% | 26,407,018 | $2.1B |
| 3 | STATE STREET CORP | 4.57% | 26,296,399 | $2.1B |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 3.62% | 20,855,813 | $1.7B |
| 5 | BlackRock, Inc. | 3.15% | 18,126,896 | $1.5B |
| 6 | JPMORGAN CHASE CO | 2.56% | 14,736,443 | $1.2B |
| 7 | JENNISON ASSOCIATES LLC | 2.22% | 12,763,437 | $1.0B |
| 8 | Ninety One UK Ltd | 2.15% | 12,396,143 | $993M |
| 9 | BlackRock, Inc. | 2.07% | 11,929,541 | $955M |
| 10 | FMR LLC | 2.06% | 11,875,480 | $951M |
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