Not independent
Tenure on this board
7.7 yrs
Also a director at
Carmax Inc (KMX)
8 nominees · 3 ballot items.
Election of eight directors; Ratification of Deloitte & Touche LLP as independent auditor; Advisory (non-binding) approval of named executive officer compensation.
Elect eight nominees named in the proxy as members of the Board of Directors to serve one-year terms.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Proposal asks stockholders to ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026. Management—via the Audit Committee—seeks shareholder ratification to reaffirm the committee’s choice, signaling continuity in external audit oversight and convenience for the firm’s ongoing work. The Audit Committee’s rationale includes assessment of Deloitte’s performance in 2025, independence with respect to provided services, technical expertise and industry knowledge, reasonable fees, and professional reputation. While ratification is non-binding, it reflects the board’s intent to maintain Deloitte; if not ratified, the Audit Committee would investigate and could change the auditor. The board recommends a FOR vote to preserve audit continuity, leverage Deloitte’s institutional knowledge, and avoid potential disruption or additional transition costs associated with changing auditors.
A non-binding, advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement (say-on-pay).
This is an annual, non-binding advisory "say-on-pay" proposal asking stockholders to approve the Company’s named executive officers’ compensation as disclosed. Management presents this as a reaffirmation of its 2025 executive compensation design—mixing salary, annual cash incentives tied to revenue/Adjusted EBITDA and strategic objectives, and long-term equity (50% PSUs tied to 3‑year revenue and Adjusted EBITDA; 50% RSUs). The Compensation Committee argues the structure aligns executives’ interests with stockholders, supports retention and incentivizes performance; it also cites strong 2025 results (revenue growth, Adjusted EBITDA, share repurchases, integration synergies) and prior high support for say-on-pay. The vote is advisory only; however, the Compensation Committee and Board will consider the outcome in future compensation decisions. The Board recommends a FOR vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.8% | 7,590,639 | $401M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.7% | 4,689,442 | $248M |
| 3 | Boston Partners | 6.5% | 4,595,539 | $243M |
| 4 | STATE STREET CORP | 5.0% | 3,480,413 | $184M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 3,180,083 | $168M |
| 6 | FULLER THALER ASSET MANAGEMENT, INC. | 3.8% | 2,641,913 | $140M |
| 7 | BlackRock, Inc. | 3.2% | 2,259,318 | $119M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.8% | 1,976,883 | $105M |
| 9 | ALLIANCEBERNSTEIN L.P. | 2.8% | 1,935,733 | $112M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 2.6% | 1,849,787 | $98M |
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