Independent
Tenure on this board
5.5 yrs
10 nominees · 5 ballot items.
Election of ten directors; Ratification of Deloitte & Touche LLP as independent auditors for 2026; Advisory (non-binding) approval of named executive officer compensation; Approval of amendment to Articles to permit removal of directors with or without cause; Approval of amended and restated Equity Incentive Plan (including share increase, term extension, and French Sub-Plan).
Elect ten individuals nominated by the Board to serve until the 2027 annual meeting.
Ratify appointment of Deloitte & Touche LLP as independent auditors for 2026.
Non-binding advisory vote to approve compensation of named executive officers as disclosed in proxy.
The proposal seeks an advisory, non-binding vote approving the Company’s executive compensation as disclosed in the proxy statement. Management and the People, Culture and Compensation Committee argue the program aligns pay with performance, using a mix of annual incentives tied to Revenue and EBITA and long-term PSUs tied to EBITA Margin Percent with an rTSR modifier. The proposal reflects current governance practices including clawback policy, stock ownership guidelines, and independent consultant review. Shareholders are asked to approve the disclosed compensation; outcome will be considered by the Committee but is non-binding.
Approve amendment to the Amended and Restated Articles to allow directors (except those elected by preferred stock) to be removed with or without cause by two-thirds vote of outstanding shares.
Management requests shareholder approval to amend Article VIII of the Company’s Amended and Restated Articles of Incorporation to allow removal of directors with or without cause upon the affirmative vote of two‑thirds of outstanding voting shares. Previously, directors could only be removed for 'Cause.' Management and the governance committee argue this change enhances governance flexibility and accountability by allowing shareholders to remove directors without having to establish malfeasance. The change requires a supermajority (two-thirds) and expressly excludes directors elected by holders of any preferred stock. Shareholder ratification is necessary because the amendment affects fundamental corporate governance documents; abstentions and broker non‑votes will count as votes against. The Board recommends FOR.
Approve amended and restated equity incentive plan to increase share reserve by 1,100,000, extend plan term to May 8, 2036, reapprove French Sub‑Plan, and make administrative updates.
The Board seeks shareholder approval to amend and restate the 2011 Equity Incentive Plan. Key changes include a 1,100,000-share increase to the reserve (bringing total available to ~2.07M assuming approval), extending the plan term through 2036, reapproving the French Sub‑Plan to permit French‑qualified RSUs, and minor administrative clarifications. The Board and the People, Culture and Compensation Committee, with advice from Mercer, evaluated historical burn rates, projected needs, dilution, and governance features and concluded the increase is needed to continue granting competitive equity. The Amended Plan includes governance protections (no repricing without shareholder approval, director award caps, no liberal share recycling, anti‑hedging, clawback provisions). The committee projects the additional shares would likely support grants for one to two years based on current practices. Shareholder approval is required to ensure continued grant capacity and to reauthorize favorable French tax‑qualified awards; failure to obtain approval would limit the Company’s ability to grant equity in line with compensation practices. The Board recommends FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.22% | 3,820,726 | $113M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 8.00% | 3,720,959 | $110M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.79% | 3,156,552 | $93M |
| 4 | SCHRODER INVESTMENT MANAGEMENT GROUP | 4.90% | 2,278,897 | $67M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.53% | 2,105,207 | $62M |
| 6 | Quantinno Capital Management LP | 3.86% | 1,793,963 | $53M |
| 7 | STATE STREET CORP | 3.48% | 1,618,332 | $48M |
| 8 | TWO SIGMA INVESTMENTS, LP | 3.27% | 1,518,612 | $45M |
| 9 | BlackRock, Inc. | 3.08% | 1,431,743 | $42M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 3.01% | 1,398,448 | $41M |
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