Not independent
Tenure on this board
5.0 yrs
6 nominees · 3 ballot items.
Elect six directors; Ratify Grant Thornton LLP as independent auditors; Advisory approval of executive compensation (Say-On-Pay).
Elect six directors to serve until the 2027 Annual Meeting or until their successors are elected and qualified.
Ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal year ending December 31, 2026.
The proposal asks stockholders to ratify Grant Thornton LLP as the independent auditors for the 2026 fiscal year. Management, through the Audit Committee, selected Grant Thornton LLP, which has served as the company’s independent auditors since 2005. Ratification is presented as a matter of good corporate practice; approval requires a majority of votes cast. The proxy discloses the audit fees paid to Grant Thornton for 2024 and 2025 and notes the Audit Committee’s pre-approval policy for audit and permissible non-audit services. The Board recommends a vote FOR the ratification and states that the Audit Committee may change auditors at its discretion even if ratification is approved.
Advisory, non-binding vote to approve compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement.
The proposal requests an advisory (non-binding) shareholder vote to approve the compensation paid to the Company’s Named Executive Officers, as disclosed in the proxy statement including the CD&A and compensation tables. Management frames the program as pay-for-performance with significant at-risk and performance-based equity components, alignment with shareholder interests, use of peer benchmarking, clawback policies, and shareholder engagement. The Compensation Committee and Board recommend a FOR vote and will consider the vote outcome when setting future compensation. The vote is non-binding but provides feedback to the Compensation Committee and is scheduled annually.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Silver Point Capital L.P. | 14.5% | 2,606,499 | $551M |
| 2 | STATE STREET CORP | 4.3% | 764,817 | $162M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 699,070 | $148M |
| 4 | BlackRock, Inc. | 3.3% | 590,770 | $125M |
| 5 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 3.3% | 589,773 | $125M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.3% | 587,286 | $124M |
| 7 | VICTORY CAPITAL MANAGEMENT INC | 3.0% | 538,285 | $114M |
| 8 | FMR LLC | 3.0% | 537,618 | $114M |
| 9 | Gemsstock Ltd. | 2.8% | 508,217 | $108M |
| 10 | JENNISON ASSOCIATES LLC | 2.7% | 476,578 | $101M |
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