Not independent
Tenure on this board
19.6 yrs
7 nominees · 3 ballot items.
Election of seven directors; ratification of Deloitte & Touche LLP as independent registered public accounting firm; and an advisory (non-binding) vote to approve named executive officer compensation (say-on-pay), all recommended by the board.
Elect seven nominees to the board of directors to serve for a one-year term.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement (Say-on-Pay).
This non-binding management proposal asks stockholders to approve, on an advisory basis, the Company’s named executive officer compensation as disclosed in the proxy materials. Management seeks this vote to confirm stockholder support for its pay philosophy, which emphasizes pay-for-performance through annual incentives tied to revenue and adjusted operating profit margin and long-term performance-based restricted stock units tied to revenue and relative TSR. The Compensation and Talent Management Committee and the board justify the proposal by noting strong alignment between pay and performance, use of independent compensation consultants, rigorous peer benchmarking, and robust governance features (clawback policy, stock ownership guidelines, limited perquisites, no hedging or pledging, and no option repricing). The proxy notes that at the prior annual meeting approximately 96% of votes cast supported the say-on-pay proposal, which management cites as evidence of stockholder approval of their approach. Because the advisory vote is non-binding, a failure to approve would not legally invalidate compensation actions but would trigger board and committee consideration of stockholder feedback and potential changes to the program. Key risks are addressed through program design and committee oversight; however, investors focused on executive pay may still view award sizes, metrics, or retirement/change-in-control protections as areas for scrutiny. A vote FOR signals endorsement of the existing mix of short- and long-term incentives and the Company’s compensation governance; a vote AGAINST or significant negative feedback would likely prompt enhanced investor engagement and potential program adjustments by the Compensation and Talent Management Committee. In evaluating the proposal, sophisticated analysts should weigh the alignment of metrics with long-term value creation, the effectiveness of performance measures (revenue, AOPM, relative TSR), historical pay outcomes (including strong TSR and realized payouts), and the presence of governance safeguards that limit undue risk-taking while promoting retention and accountability.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AQR CAPITAL MANAGEMENT LLC | 6.43% | 9,823,844 | $299M |
| 2 | BlackRock, Inc. | 6.29% | 9,616,311 | $293M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.41% | 6,737,780 | $205M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.26% | 6,504,533 | $198M |
| 5 | FMR LLC | 3.85% | 5,884,512 | $179M |
| 6 | BlackRock, Inc. | 3.82% | 5,834,109 | $178M |
| 7 | STATE STREET CORP | 3.14% | 4,790,675 | $146M |
| 8 | TWO SIGMA INVESTMENTS, LP | 2.43% | 3,709,632 | $113M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.38% | 3,638,578 | $111M |
| 10 | FMR LLC | 2.17% | 3,314,710 | $101M |
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