Independent
Tenure on this board
6.7 yrs
7 nominees · 5 ballot items.
Election of seven directors; Approval of Certificate of Incorporation amendment to add officer exculpation; Advisory approval of 2025 executive compensation (“Say on Pay”); Approval to increase shares under 2012 Equity Incentive Plan by 5,000,000 shares; Ratification of KPMG LLP as independent auditor for fiscal 2026.
Elect seven directors to the Board for one-year terms until the 2027 Annual Meeting.
Approve an amendment to the Certificate of Incorporation to add officer exculpation under DGCL Section 102(b)(7), and remove obsolete provisions related to the 2024 annual meeting and classified board.
This management proposal asks shareholders to approve an amendment to the company’s Amended and Restated Certificate of Incorporation primarily to add provisions permitting officer exculpation to the fullest extent permitted by the Delaware General Corporation Law (DGCL) Section 102(b)(7). Management frames the change as aligning the company with Delaware law updates that allow limitation of monetary liability for certain officers, similar to existing director exculpation, while preserving exceptions for breaches of loyalty, acts not in good faith, intentional misconduct, knowing violations of law, transactions yielding improper personal benefit, and derivative claims by the company. The proposal also removes obsolete transition provisions referencing the 2024 annual meeting and the prior classified board arrangement. The Board recommends a vote FOR, arguing that adding officer exculpation complements indemnification and D&O insurance, helps attract and retain qualified officers, and can reduce litigation costs and frivolous suits. The company notes the Certificate Amendment requires a supermajority (66 2/3%) vote to be effective and clarifies that, if approved, the amendment will be filed and effective upon filing with the Delaware Secretary of State; if not approved it will not be implemented. The proposal is governance-focused rather than transactional; the Board’s rationale emphasizes alignment with peer practices and thoughtful balancing of director/officer protections against shareholder interests, noting that the amendment preserves core limits on exculpation under Delaware law. The board also highlights that the amendment will not change the current director removal standard or declassified board beyond removing expired transition language. Potential shareholder concerns include whether expanded exculpation weakens accountability for officers and whether the board has considered alternative governance safeguards; management contends that indemnification, D&O insurance and retained exceptions keep accountability intact. The supermajority vote requirement and the company's ongoing disclosure on implementation provide context for shareholders evaluating the trade-offs.
Non-binding 'say-on-pay' advisory vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast an advisory (non-binding) vote to approve the company's 2025 executive compensation as disclosed in the Compensation Discussion and Analysis and related tables. Management seeks endorsement of its pay-for-performance philosophy, which emphasizes a high percentage of at-risk compensation (mix of cash incentives and performance-based and time-based equity) tied to adjusted operating income and multi-year TSR performance metrics, and the balance between retention and shareholder alignment. The Board recommends a vote FOR, citing strong prior shareholder support (over 98% in 2025), the Compensation Committee’s independent benchmarking and advisor engagement, and governance features like capped payouts, clawback policy, anti-hedging/pledging rules, and double-trigger change-in-control protections. The proposal is standard 'say-on-pay' and is intended to inform the Compensation Committee’s future decisions though not legally binding.
Approve an amendment to the 2012 Equity Incentive Plan to add 5,000,000 shares to the plan reserve for future equity awards.
The management proposal requests shareholder approval to increase the share reserve under the company’s 2012 Equity Incentive Plan by 5,000,000 shares to support future equity grants to employees, executives and non-employee directors. Management frames the request as necessary to maintain competitive equity compensation for retention and recruitment, citing historical burn rates and forecasting that the requested increase should suffice for roughly three years of grants given expected hiring, grant practices, and stock price variability. The proposal details governance features including anti-repricing provisions, oversight by the Compensation Committee, eligibility rules, adjustments for certain award types (counting certain awards at 1.7-to-1 conversion), and mechanisms for adding back canceled or forfeited awards. The Board recommends a vote FOR, arguing the plan supports the company’s pay-for-performance framework and strategic hiring needs while noting projected overhang and dilution metrics (current overhang ~7.5% and post-approval approx. 11.3%). Shareholders should evaluate this request considering dilution, historical award usage, burn rate, and alignment between equity grant practices and long-term shareholder value creation.
Ratify KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.6% | 8,300,189 | $805M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.5% | 5,880,008 | $570M |
| 3 | EARNEST PARTNERS LLC | 6.3% | 4,875,165 | $473M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 3,472,491 | $337M |
| 5 | STATE STREET CORP | 3.8% | 2,928,139 | $284M |
| 6 | BlackRock, Inc. | 3.2% | 2,473,909 | $240M |
| 7 | Polar Capital Holdings Plc | 2.9% | 2,292,313 | $222M |
| 8 | ALLIANCEBERNSTEIN L.P. | 2.9% | 2,231,533 | $124M |
| 9 | BANK OF AMERICA CORP /DE/ | 2.5% | 1,981,570 | $192M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 1,914,422 | $186M |
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