Independent
Tenure on this board
11.8 yrs
11 nominees · 3 ballot items.
Election of eleven directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
Election of eleven nominees to the Company’s Board of Directors to serve until the next annual meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement.
This advisory (non-binding) proposal asks shareholders to approve the overall compensation of the Company’s Named Executive Officers as described in the proxy materials. Management is seeking this advisory approval to confirm stockholder support for the Company’s pay-for-performance philosophy, which emphasizes a high percentage of at-risk compensation (e.g., 93% of the CEO’s target compensation is at risk) and long-term incentives tied to multi-year operational and relative TSR metrics. The Compensation Committee uses a mix of short-term incentives tied to Adjusted EBITDA, revenue and AFFO per share, and long-term performance units (PUs), RSUs and, for the CEO, stock options, designed to align executive interests with long-term stockholder value. The Company highlights strong recent operational results (record revenue, Adjusted EBITDA and AFFO in 2025), sustained relative TSR outperformance versus peers, and prior strong Say-on-Pay support (approximately 96% in 2025) as evidence of alignment between pay and performance. The Board emphasizes governance safeguards such as an independent Compensation Committee, an independent compensation consultant, executive and director stock ownership guidelines, a clawback policy, and limits on hedging and pledging to mitigate misalignment and risk-taking. Because the vote is advisory, it will not be binding, but the Board and Compensation Committee will consider the outcome when making future compensation decisions. The Board recommends a vote FOR because it believes the executive compensation program appropriately rewards achievement of strategic and financial objectives, aligns pay with long-term value creation, and incorporates robust governance oversight and risk mitigation measures.
Ratification of the Audit Committee’s appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.41% | 25,015,557 | $2.6B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.30% | 18,758,889 | $1.9B |
| 3 | STATE STREET CORP | 5.90% | 17,551,633 | $1.8B |
| 4 | COHEN STEERS, INC. | 5.43% | 16,169,341 | $1.7B |
| 5 | BlackRock, Inc. | 4.21% | 12,524,117 | $1.3B |
| 6 | BlackRock, Inc. | 3.06% | 9,103,312 | $930M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.53% | 7,519,707 | $765M |
| 8 | FMR LLC | 1.70% | 5,071,017 | $518M |
| 9 | PRINCIPAL FINANCIAL GROUP INC | 1.50% | 4,458,638 | $455M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.43% | 4,265,622 | $436M |
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