2 nominees · 2 ballot items.
Elect two Class III directors; Ratify Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2026; and transact any other business properly before the meeting.
Elect two Class III directors (Stephen Altemus and Dr. Kamal Ghaffarian) to serve three-year terms until the 2029 annual meeting.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
This management proposal asks stockholders to ratify the Audit Committee’s selection of Grant Thornton LLP as the company's independent registered public accounting firm for the 2026 fiscal year. Management seeks shareholder approval primarily as a matter of good corporate governance and to obtain shareholder input on the auditor choice, though stockholder ratification is not legally required. The Audit Committee has pre-approved the firm's retention and concluded that the services provided are compatible with auditor independence; details of the fees paid are disclosed. The proposal is routine and non-controversial: ratification is a standard practice that provides the Audit Committee with an added endorsement but does not bind the committee to retain the firm. The board recommends a vote FOR the proposal on the basis that the selection is consistent with the company's audit needs and oversight processes, and the Audit Committee retains discretion to change auditors if warranted. The vote required is a majority of votes cast, and broker discretionary voting is permitted on this matter.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 3.7% | 7,987,514 | $148M |
| 2 | D. E. Shaw Co., Inc.Activist | 2.8% | 6,162,811 | $114M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.4% | 5,236,961 | $97M |
| 4 | BlackRock, Inc. | 2.4% | 5,222,013 | $97M |
| 5 | FRONTIER CAPITAL MANAGEMENT CO LLC | 1.6% | 3,513,799 | $65M |
| 6 | BlackRock, Inc. | 1.6% | 3,370,759 | $63M |
| 7 | TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA | 1.5% | 3,246,424 | $60M |
| 8 | VOYA INVESTMENT MANAGEMENT LLC | 1.5% | 3,156,981 | $59M |
| 9 | CITADEL ADVISORS LLC | 1.3% | 2,760,454 | $51M |
| 10 | ARK Investment Management LLC | 1.2% | 2,656,531 | $49M |
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