Not independent
Tenure on this board
3.3 yrs
10 nominees · 3 ballot items.
Elect ten directors to serve until the next annual election; approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (say-on-pay); and approve the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Elect ten (10) directors to hold office until the next annual election or the election and qualification of their successors.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast an advisory vote approving the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement (a so-called “say-on-pay” vote). Management is seeking this advisory approval to demonstrate and validate alignment between executive pay and corporate strategy, long-term performance, and shareholder interests; while the vote is non-binding, the board and compensation committee state they will consider the outcome when making future compensation decisions. The proxy materials describe a pay program that emphasizes performance-based incentives (PSUs and annual bonuses) and time-based RSUs, with a multi-year PSU design incorporating revenue and adjusted diluted EPS targets and a relative TSR modifier to link pay to shareholder returns. Notably, the company implemented substantive changes in 2023 in response to shareholder feedback (three‑year PSU periods, annual RSUs instead of periodic options, rTSR modifier), and the company reports high historical support for its say-on-pay proposals (approximately high 80s-to-90s percent range in recent years). Potential shareholder concerns include the absolute level and mix of CEO pay (including a one-time retention RSU granted to the CEO in December 2025), the degree to which short‑term versus long‑term incentives drive behavior, and the measurement choices (revenue and Adjusted EPS weightings, AOI margin and employee engagement in bonus funding). Management’s stated rationale is that the program incentivizes sustainable, long-term value creation, aligns management with shareholders through substantial equity exposure and share ownership guidelines, and includes governance features such as clawbacks and caps to limit excessive risk-taking. Because the vote is advisory, a negative result would not automatically change pay outcomes but would trigger engagement and likely prompt the compensation committee to review plan design and disclosures; conversely, strong shareholder support validates the committee’s approach and reduces near-term pressure for material redesign. Overall, the proposal sits at the intersection of governance signaling and compensation design: it is a mechanism for shareholders to express assent or concern about pay practices that materially affect retention, incentive alignment, and long-term strategy execution. The board recommends a “FOR” vote, arguing that the compensation program is appropriately structured to drive performance while incorporating shareholder feedback and governance safeguards.
Approve the appointment of KPMG Assurance and Consulting Services LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Nalanda India Equity Fund Ltd | 8.08% | 13,702,500 | $510M |
| 2 | FMR LLC | 7.67% | 13,006,782 | $485M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 6.60% | 11,179,378 | $416M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.10% | 8,643,074 | $322M |
| 5 | BlackRock, Inc. | 5.05% | 8,566,911 | $319M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.40% | 7,457,930 | $278M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.04% | 5,150,795 | $192M |
| 8 | STATE STREET CORP | 3.00% | 5,093,105 | $190M |
| 9 | FMR LLC | 2.83% | 4,795,055 | $179M |
| 10 | BlackRock, Inc. | 2.76% | 4,674,062 | $174M |
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