Independent
Tenure on this board
1.8 yrs
3 nominees · 3 ballot items.
Elect three Class III directors; Ratify KPMG LLP as independent registered public accounting firm for 2026; Approve, on an advisory non-binding basis, the compensation of named executive officers.
Elect three Class III director nominees (Domenic J. Maida, Katie Rooney, D. Randall Winn) to serve three-year terms until 2029.
Ratify appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
The Audit Committee has appointed KPMG LLP as the independent registered public accounting firm for 2026 and seeks stockholder ratification. Although not required, ratification allows stockholders to provide input; failure to ratify would be considered notice to the Board and Audit Committee to consider other firms. The proposal is routine; the Board recommends a vote FOR, noting Audit Committee oversight of auditor independence, fees disclosed, and pre-approval policies to ensure services are compatible with auditor independence.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding 'say-on-pay' proposal asks stockholders to approve the overall executive compensation as disclosed. Management frames the program as pay-for-performance, combining salary, annual cash incentives tied to Net New ARR and Adjusted Operating Income, and long-term equity awards (time-based RSUs and FCFps PSUs), with the CEO receiving a premium-priced performance option tied to adjusted free cash flow per share and substantial stock-price hurdles. The Board recommends FOR, citing alignment of pay with performance, retention, and market-competitive compensation. Although advisory, a negative vote would prompt the Compensation Committee to re-evaluate program design; the Compensation Committee uses stockholder feedback to calibrate mix of time- and performance-based awards.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.7% | 22,562,314 | $135M |
| 2 | GLENVIEW CAPITAL MANAGEMENT, LLC | 5.4% | 15,905,242 | $95M |
| 3 | FMR LLC | 5.4% | 15,840,313 | $95M |
| 4 | RPD Fund Management LLC | 5.0% | 14,711,859 | $88M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.9% | 14,425,395 | $86M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 12,962,162 | $78M |
| 7 | LSV ASSET MANAGEMENT | 4.2% | 12,246,562 | $73M |
| 8 | Greenhouse Funds LLLP | 3.9% | 11,463,138 | $69M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 10,755,199 | $64M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 3.2% | 9,366,896 | $56M |
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