Independent
Tenure on this board
18.6 yrs
Also a director at
Zeta Global Holdings Corp (ZETA)
11 nominees · 4 ballot items.
Election of 11 directors; advisory (say-on-pay) vote on named executive officer compensation; ratification of KPMG LLP as independent auditors; approval of Amended and Restated 2015 Equity Incentive Plan (increase share reserve and plan updates).
Election of eleven director nominees named in the proxy statement to serve one-year terms until the 2027 annual meeting.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal seeks an advisory, non-binding shareholder approval of the compensation paid to the named executive officers (NEOs) as disclosed in the proxy statement. Management explains the company’s compensation philosophy — emphasizing pay-for-performance, a significant proportion of at-risk and equity-based compensation, use of an independent compensation consultant and peer benchmarking, and clawback and governance safeguards — as reasons for support. The company states the vote is annual, consistent with prior shareholder preference, and that results will be considered by the Compensation Committee in future decisions though not binding. The board recommends a vote FOR, arguing the program aligns incentives with stockholder interests and balances retention, performance and governance controls.
Ratify the Audit Committee’s selection of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Authorize an amendment to the 2015 Equity Incentive Plan to increase the share reserve by 4,850,000 shares and adopt related plan changes including a post-exercise holding period and various governance protections.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.14% | 9,667,064 | $268M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.76% | 6,091,749 | $169M |
| 3 | Silver Heights Capital Management Inc | 4.87% | 5,145,479 | $143M |
| 4 | STATE STREET CORP | 4.78% | 5,050,166 | $140M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.89% | 4,111,325 | $114M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.28% | 3,469,954 | $96M |
| 7 | Gotham Asset Management, LLC | 3.17% | 3,353,971 | $93M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 2.74% | 2,900,060 | $80M |
| 9 | BlackRock, Inc. | 2.70% | 2,854,897 | $79M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.87% | 1,978,265 | $55M |
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