Not independent
Tenure on this board
12.3 yrs
2 nominees · 4 ballot items.
Elect two Class I directors; ratify Ernst & Young LLP as independent auditors and authorize the Audit Committee to set their remuneration; provide a non-binding advisory vote to approve named executive officer compensation; and approve an amendment and restatement of the Long Term Incentive Plan increasing the share reserve and updating governance provisions.
Elect two Class I directors (Andrew G. Inglis and Maria Moræus Hanssen) to serve three-year terms expiring at the 2029 annual meeting.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and authorize the Audit Committee to determine their remuneration.
Non-binding, advisory vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement (CD&A, compensation tables and narrative).
Approve an amendment and restatement of the LTIP to increase the share reserve by 16,000,000 common shares and incorporate governance updates (minimum vesting, dividend restrictions, anti-repricing, individual and director limits, no evergreen, clawback language).
This proposal seeks shareholder approval to amend and restate the LTIP primarily to add 16,000,000 shares to the plan reserve and to codify certain governance-friendly provisions. Management explains the increase is required to continue competitive annual and new hire equity grants (the company had ~2.79 million shares available as of February 26, 2026) and estimates the additional shares represent approximately 2.7% of fully-diluted shares as of March 12, 2026. The amended plan reiterates and in some cases tightens best practices: one-year minimum vesting (with narrow exceptions), prohibition on dividend equivalents before vesting, prohibition on option/SAR repricing without shareholder approval, no evergreen, clawback authority, individual per-calendar-year limits and a $750,000 cap on non-employee director compensation. The Board and Compensation Committee considered historical burn rate, competitive positioning, consultant advice, and potential dilution in recommending the increase; they argue that failing to approve the increase would impair the company’s ability to attract and retain talent or force a shift to cash-based awards that are less aligned with shareholders. Shareholders should weigh the modest incremental dilution against the strategic need to retain and incentivize management and employees and the governance protections included in the amended plan. The Board recommends a vote FOR the amendment and restatement on those bases.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 4.76% | 28,247,797 | $79M |
| 2 | Equinox Partners Investment Management LLC | 3.49% | 20,678,033 | $57M |
| 3 | D. E. Shaw Co., Inc.Activist | 3.41% | 20,247,384 | $56M |
| 4 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 3.38% | 20,051,601 | $56M |
| 5 | BlackRock, Inc. | 3.22% | 19,082,800 | $53M |
| 6 | TWO SIGMA INVESTMENTS, LP | 3.15% | 18,680,328 | $52M |
| 7 | Grantham, Mayo, Van Otterloo Co. LLC | 3.09% | 18,307,718 | $51M |
| 8 | BlackRock, Inc. | 2.61% | 15,479,687 | $43M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.38% | 14,135,448 | $39M |
| 10 | MILLENNIUM MANAGEMENT LLC | 2.13% | 12,632,904 | $35M |
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