Independent
Tenure on this board
9.4 yrs
7 nominees · 3 ballot items.
Elect seven directors; advisory (non-binding) approval of named executive officer compensation (Say on Pay); and ratification of Ernst & Young LLP as independent auditor for 2026.
Elect seven nominees named in the proxy statement to serve as directors until the next annual meeting and until their successors are duly elected and qualified.
Advisory (non-binding) vote to approve the compensation paid to the named executive officers as described in the Compensation Discussion and Analysis and related disclosure in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the proxy statement. Management seeks this vote to confirm stockholder support for the named executive officers’ pay programs and to satisfy SEC/Dodd-Frank advisory vote requirements. The proposal is contextualized by the Company’s 2025 Say-on-Pay result (~69% support), which the Compensation Committee viewed as below typical levels and prompted expanded investor outreach and program changes. In response, the committee committed to stop granting off-cycle, time-based supplemental RSUs, reduced LTIP award sizes for 2026, introduced long-term cash awards to limit dilution, and changed PSU metrics for 2026 to relative TSR and absolute share-price hurdles to better align pay with share price performance. The board recommends FOR on the grounds that these changes strengthen alignment between pay and shareholder returns, incorporate investor feedback, and reduce dilution risk while maintaining retention. Because the vote is advisory, it does not bind the Board, but the Compensation Committee will consider the outcome in future program design and outreach. The proposal raises governance considerations about responsiveness to investor concerns and the efficacy of performance metrics (historically overlapping metrics between AIP and PSUs), and management’s described reforms aim to address those weaknesses. Investors evaluating the proposal should weigh the non-binding nature of the vote, the specific corrective steps taken (metric changes, award sizing, and peer/benchmark adjustments), past pay-for-performance gaps (e.g., 2023–2025 PSU payouts), and whether the revised 2026 structure materially improves alignment with long-term shareholder value creation.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Quantum Portfolio Management LLC | 95.8% | 45,917,258 | $67M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 2,119,347 | $3M |
| 3 | CURA WEALTH ADVISORS, LLC | 4.0% | 1,905,078 | $3M |
| 4 | GRATIA CAPITAL, LLC | 3.7% | 1,755,203 | $3M |
| 5 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 3.1% | 1,490,517 | $2M |
| 6 | ACADIAN ASSET MANAGEMENT LLC | 2.7% | 1,280,773 | $2M |
| 7 | EPIQ PARTNERS, LLC | 2.2% | 1,064,373 | $2M |
| 8 | BlackRock, Inc. | 1.6% | 770,369 | $1M |
| 9 | Purpose Unlimited Inc. | 1.5% | 714,285 | $1M |
| 10 | BlackRock, Inc. | 1.4% | 654,431 | $949K |
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