Not independent
Tenure on this board
32.3 yrs
10 nominees · 3 ballot items.
Elect ten directors; appoint PricewaterhouseCoopers LLP as independent auditors and authorize directors to fix their remuneration; and conduct an advisory (non-binding) vote to approve Named Executive Officer compensation as disclosed in the proxy.
Elect ten individuals nominated to serve as directors until the close of the next annual general meeting or until their successors are elected or appointed.
Approve the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors until the next annual general meeting and authorize the directors to fix the auditors’ remuneration.
Advisory (non-binding) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and related narrative in the proxy.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as described in the Compensation Discussion and Analysis and related disclosure. Management seeks this endorsement to validate its pay-for-performance framework, which mixes short-term cash incentives and long-term equity (PSUs and RSUs) tied to quantitative metrics (Total Revenue, Installations, Total Adjusted EBITDA Growth and Margin, Signings, Adjusted EPS, and Relative TSR) and qualitative business-unit and individual assessments. The Compensation Committee emphasizes robust shareholder engagement — contacting holders of ~67% of shares in 2025 and reporting broad support, including 95% approval at the 2025 meeting — and says it has incorporated feedback (for example, adding Adjusted EPS to the annual bonus scorecard). In 2025 pay outcomes were above-target (annual bonuses paid at 119%–158% of target and 2023 PSUs paid at 165% of target) reflecting record company performance (record box office, revenue, margin expansion, and network growth). Management also recently amended the CEO’s employment agreement to increase his equity grant opportunity (delivered in long-term incentives) and to align certain vesting/service provisions, which the Board presents as reinforcing long-term alignment despite legacy change‑in‑control terms that remain. The vote is non-binding, but the Board and Compensation Committee state they will review results and consider shareholder views in future decisions. For an investor evaluating the proposal, key considerations include the demonstrated strong company performance and high historical shareholder support, the alignment of pay to multi-year performance via PSUs and TSR-relative measures, the recent increase in CEO long-term pay (higher equity target and PSU maximum), and governance signals such as shareholder outreach and clawback and anti-hedging policies; potential concerns include the retention of certain legacy change-in-control provisions for the CEO and the discretion in qualitative bonus components. Overall, the Board frames the proposal as a confirmation of a compensation program that has delivered significant shareholder value while preserving flexibility to retain and incentivize required executive talent.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Orbis Allan Gray Ltd | 9.36% | 5,131,901 | $195M |
| 2 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 6.75% | 3,704,207 | $141M |
| 3 | WESTFIELD CAPITAL MANAGEMENT CO LP | 4.26% | 2,338,776 | $89M |
| 4 | DRIEHAUS CAPITAL MANAGEMENT LLC | 3.01% | 1,651,711 | $63M |
| 5 | BlackRock, Inc. | 2.85% | 1,563,089 | $59M |
| 6 | CONGRESS ASSET MANAGEMENT CO | 2.75% | 1,510,375 | $57M |
| 7 | FMR LLC | 2.66% | 1,461,735 | $56M |
| 8 | AMERIPRISE FINANCIAL INC | 2.27% | 1,247,141 | $47M |
| 9 | ROYCE ASSOCIATES LP | 2.27% | 1,246,240 | $47M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.13% | 1,170,744 | $44M |
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