Not independent
Tenure on this board
31.4 yrs
8 nominees · 4 ballot items.
Elect eight directors; ratify Ernst & Young LLP as independent auditor for fiscal year 2026; advisory (non-binding) vote to approve named executive officers' compensation (Say-on-Pay); and approve the Amended and Restated 2018 Employee Stock Purchase Plan to increase the share reserve and reset the term.
To elect eight director nominees named in the Proxy Statement to serve until the next annual meeting of stockholders or until their successors are duly elected and qualify.
To ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
An advisory (non-binding) vote to approve the compensation paid to the Company's named executive officers, as disclosed in the Proxy Statement (Say-on-Pay).
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the Proxy Statement (the Compensation Discussion and Analysis, compensation tables and narrative). Management seeks this endorsement to validate its pay-for-performance approach and to provide the Board and Compensation Committee with feedback that informs future compensation design. The Company emphasizes alignment with stockholders through significant at‑risk pay and equity awards (mix of time‑based RSUs, performance RSUs, and options) and uses multiple financial and individual performance metrics to determine payouts. The Compensation Committee engages an independent consultant, benchmarks pay against a defined peer group, and retains discretion to adjust for exceptional circumstances, which it cites to mitigate inappropriate risk-taking. The Board notes historical stockholder support (approximately 96.9% approval at the 2025 meeting) and argues annual say-on-pay promotes accountability; the vote is advisory and non-binding but will be considered by the Board and Compensation Committee. Management also highlights governance features—clawback policy, stock ownership guidelines, caps on incentive payouts, and independent committee oversight—to justify its recommendation. Opponents (not present in this filing) often focus on quantum, potential dilution, or goal design; management counters with disclosures showing substantial performance linkage and prior strong shareholder support. The Board recommends a FOR vote to reaffirm the alignment of pay with long‑term stockholder value and to maintain the Company’s current compensation framework while remaining responsive to stockholder feedback.
To approve the Amended and Restated 2018 Employee Stock Purchase Plan to increase the number of shares available from 500,000 to 1,000,000, reset the plan term to ten years from stockholder approval, and make certain technical changes.
This proposal seeks shareholder approval of an amendment and restatement of the Company’s 2018 Employee Stock Purchase Plan to expand the share reserve from 500,000 to 1,000,000 shares, reset the plan term to ten years from approval, and effect technical clarifications. Management argues the increase is necessary because current authorized shares are expected to be exhausted during fiscal 2026 absent replenishment, and the ESPP is an important element of the Company’s overall compensation program to attract, retain, and align employees with stockholder interests. The Amended ESPP retains a Section 423-qualified component for U.S. participants (with an 85% discount floor on the purchase price relative to offering or purchase date prices, subject to plan rules) and a non‑423 component for non‑U.S. employees, preserving flexibility to comply with local laws while generally favoring the 423 structure. Key governance features include administrator discretion (the Compensation Committee) over offering and purchase periods, eligibility, contribution limits (currently payroll deduction limit up to 15% of compensation), anti-dilution adjustments, and termination/amendment mechanics. The Board highlights that future benefits are not determinable and that dilution and accounting impacts will depend on participation and stock price, but believes the employee-ownership benefits justify the increase. Opposing considerations that a sophisticated investor would weigh include dilution to existing shareholders, the potential magnitude of future share issuance, and whether the ESPP terms (discount, lookback, and contribution limits) are sufficiently conservative; management counters with participation expectations and limits intended to constrain dilution. The Board unanimously recommends FOR approval to ensure the ESPP can continue to operate and support employee engagement, while noting the Amended ESPP will not become effective unless approved by stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 5.3% | 2,019,463 | $64M |
| 2 | FMR LLC | 2.4% | 931,767 | $29M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 2.2% | 831,401 | $26M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.5% | 590,937 | $19M |
| 5 | BlackRock, Inc. | 1.3% | 511,065 | $16M |
| 6 | BlackRock, Inc. | 1.2% | 464,511 | $15M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 0.9% | 352,571 | $11M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.9% | 338,516 | $11M |
| 9 | STATE STREET CORP | 0.8% | 316,957 | $10M |
| 10 | Bank of New York Mellon Corp | 0.8% | 288,803 | $9M |
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