Independent
Tenure on this board
15.1 yrs
Also a director at
Astera Labs Inc (ALAB)Intel Corp (INTC)
10 nominees · 4 ballot items.
Elect ten directors; advisory approval of named executive officers’ compensation (Say-on-Pay); ratify PricewaterhouseCoopers LLP as independent auditors; approve amendment and restatement of the 2010 Incentive Award Plan increasing share reserve by 5,000,000, extending term, and specifying change-in-control treatment.
Elect ten directors to serve until the 2027 Annual Meeting.
Non-binding advisory vote to approve compensation of the company's named executive officers as disclosed in the proxy statement.
Proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Named Executive Officers as disclosed in the CD&A and compensation tables. Management seeks endorsement to validate compensation philosophy—heavy emphasis on long-term equity alignment (50% PSUs, 50% RSUs), pay-for-performance through PSUs tied to procedure growth and relative adjusted operating margin, and transition-related awards tied to CEO succession. The board recommends FOR, citing strong financial performance, shareholder engagement results (93% support in prior year), and market benchmarking. Approval supports retention, succession, and incentive alignment; a negative vote would trigger board review and potential changes. The vote is advisory only and will not directly change awards but guides future compensation decisions.
Ratify PricewaterhouseCoopers LLP as independent auditors for fiscal year ending December 31, 2026.
Approve amendment to increase share reserve under the 2010 Plan by 5,000,000 shares to 125,350,000, extend plan term to January 29, 2036, and specify change-in-control treatment and other plan provisions.
Proposal requests shareholder approval to amend and restate the company’s long-standing equity incentive plan by increasing the available share pool by 5,000,000 shares, extending the plan term to 2036, and codifying change-in-control and other administrative mechanics. Management frames the request as necessary to retain and attract talent in competitive markets, particularly given the company’s growth and repurchases; the requested increase is about 1.4% of outstanding shares as of the record date and, combined with existing availability, is expected to fund grants through the 2027 meeting. The plan maintains governance protections: no repricing without shareholder approval, per-participant limits (750,000 shares/year), non-employee director caps, and a 1-for-2.3 counting for full-value awards. The board recommends FOR, arguing these changes are common and preserve flexibility to incentivize employees. Opponents might view the share increase as dilutive and argue for alternative cash compensation; management counters that equity aligns employees with long-term shareholder value. This is a significant governance matter because it affects dilution, retention incentives, and long-term alignment; the proposal’s design includes customary anti-dilution, transferability, and change-in-control provisions, but shareholders should weigh the incremental dilutive impact against the company’s burn rate (~0.4% for 2025) and overhang (~9.5%).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 23,079,490 | $10.6B |
| 2 | STATE STREET CORP | 4.5% | 15,846,973 | $7.3B |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.4% | 12,004,776 | $5.5B |
| 4 | BlackRock, Inc. | 3.1% | 11,088,780 | $5.1B |
| 5 | Capital World Investors | 2.3% | 8,048,010 | $3.7B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 7,359,779 | $3.4B |
| 7 | BlackRock, Inc. | 2.1% | 7,332,366 | $3.4B |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.0% | 7,233,971 | $3.3B |
| 9 | Fisher Asset Management, LLC | 1.1% | 3,852,940 | $1.8B |
| 10 | ALLIANCEBERNSTEIN L.P. | 1.1% | 3,812,663 | $2.2B |
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