Independent
Tenure on this board
7.1 yrs
7 nominees · 4 ballot items.
Stockholders will elect seven directors, approve named executive officer compensation on an advisory basis, ratify Deloitte & Touche LLP as independent auditors for fiscal 2027, and approve an amendment and restatement of the 2013 Equity Incentive Plan to add 1,000,000 shares.
Elect Ingrid J. Burton, Charles P. Carinalli, Kathleen M. Holmgren, Edward H. Kennedy, Ronald J. Pasek, Edward B. Meyercord, and John C. Shoemaker to serve one-year terms ending at the 2027 annual meeting and until their successors are elected and qualified.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks stockholders to approve, on an advisory and non-binding basis, the compensation paid to the Company’s named executive officers. The resolution covers the overall compensation program and the related Compensation Discussion and Analysis, compensation tables, and narrative disclosures rather than any single pay component. Management is seeking approval under Section 14A of the Exchange Act and the Dodd-Frank Act’s say-on-pay requirements. The Company says its program is designed to attract and retain senior leaders while motivating individual and team performance. The program emphasizes variable compensation, including short-term cash incentives and performance-based equity, to align executive outcomes with Company results and stockholder value. Fiscal 2026 short-term incentive payouts were approximately 96.2% of target, reflecting performance under revenue, bookings ACV, and EBITDA measures. Long-term awards included time-based RSUs for retention and PSUs tied principally to relative total shareholder return, with payouts dependent on performance over multi-year periods. The Company also highlights that approximately 94% of votes cast supported the prior year’s say-on-pay proposal, indicating substantial historical stockholder support. The advisory vote will not bind the Board or Compensation Committee, but they state that they will consider the result in future compensation decisions. The Board unanimously recommends a vote FOR the proposal.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2027.
Approve an amendment and restatement of the Amended and Restated 2013 Equity Incentive Plan to add 1,000,000 shares of common stock to the plan reserve, subject to the plan’s fungible share counting provisions.
This proposal asks stockholders to approve an amendment and restatement of the Company’s 2013 Equity Incentive Plan. The principal change is an addition of 1,000,000 common shares to the plan reserve, although the fungible share provision means that issuing only full-value awards such as RSUs could permit issuance of approximately 666,666 shares. Management states that approximately 9.8 million shares remained available under the current plan as of September 9, 2026, but expects the existing reserve to be exhausted around August 2027 based on historical usage. The Company argues that additional equity capacity is necessary to attract, motivate, and retain employees, consultants, directors, and executives in a competitive technology labor market. It also contends that equity awards align employee and executive interests with stockholders and support its pay-for-performance philosophy. The requested amendment preserves stated governance safeguards, including no evergreen provision, restrictions on repricing underwater options without stockholder approval, limits on dividend equivalents for performance awards, and generally no single-trigger vesting for awards other than non-employee director awards. Management projects that the additional reserve would support approximately one year of awards under historical grant practices, potentially requiring another reserve increase later. The Company emphasizes that failure to approve could force greater reliance on cash compensation, adversely affect liquidity and operating results, and weaken recruiting and retention. The Board unanimously recommends voting FOR approval because it believes the amended plan is in the best interests of the Company and its stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.64% | 13,886,903 | $450M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.84% | 12,841,357 | $416M |
| 3 | STATE STREET CORP | 4.70% | 6,137,138 | $199M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.35% | 5,680,918 | $184M |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.94% | 5,139,988 | $166M |
| 6 | BlackRock, Inc. | 3.19% | 4,160,704 | $135M |
| 7 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.57% | 3,358,416 | $109M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.24% | 2,925,418 | $95M |
| 9 | AMERICAN CENTURY COMPANIES INC | 1.90% | 2,481,691 | $80M |
| 10 | LOOMIS SAYLES CO L P | 1.62% | 2,109,408 | $68M |
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