Independent
Tenure on this board
3.5 yrs
8 nominees · 3 ballot items.
Election of eight directors; Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2027; Advisory vote to approve, on a non-binding basis, Named Executive Officer compensation.
Elect eight director nominees named in the Proxy Statement to serve one-year terms ending in 2027.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending January 2, 2027.
A non-binding, advisory vote to approve the compensation of the company’s Named Executive Officers as disclosed in the Proxy Statement (Say-on-Pay).
This management proposal requests an annual, non-binding advisory approval (Say-on-Pay) of the Named Executive Officers’ compensation as disclosed in the Proxy Statement. Management and the Compensation Committee argue that the compensation program is designed to align executive incentives with long-term stockholder value through a pay-for-performance philosophy emphasizing performance-based equity (PRSUs tied to TSR and revenue growth), a Corporate Incentive Plan with revenue and non-GAAP operating income metrics, and retention/grant actions following leadership changes. The Board recommends a vote FOR, noting responsiveness to the 2025 Say-on-Pay outcome (~56% support) and subsequent extensive stockholder outreach leading to enhanced disclosures and guardrails. Key context includes multi-year CEO hiring awards (no CEO equity grants in 2025), significant use of revenue-growth-linked PRSUs and the Go for Gold program to broaden top-line alignment, and the Compensation Committee’s discretion (e.g., no discretionary adjustments to 2025 payouts). Counterarguments for shareholders could include concerns over special/one-time grants, the prior low Say-on-Pay support, and the heavy emphasis on revenue which may underweight margin or profitability metrics; management addressed this by keeping margin/operating income in the Corporate Incentive Plan and implementing governance safeguards like clawback and stock ownership policies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 11.86% | 16,243,449 | $1.5B |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 11.63% | 15,939,710 | $1.5B |
| 3 | BlackRock, Inc. | 7.28% | 9,978,727 | $926M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.40% | 7,400,887 | $687M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 6,145,510 | $570M |
| 6 | Invesco Ltd. | 3.95% | 5,414,124 | $502M |
| 7 | STATE STREET CORP | 3.37% | 4,613,504 | $428M |
| 8 | Capital Research Global Investors | 3.17% | 4,336,947 | $402M |
| 9 | BlackRock, Inc. | 2.93% | 4,017,539 | $373M |
| 10 | FRANKLIN RESOURCES INC | 2.54% | 3,475,045 | $322M |
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