Independent
Tenure on this board
6.8 yrs
3 nominees · 4 ballot items.
Election of three Class III directors; advisory approval of named executive officer compensation (‘say-on-pay’); ratification of PricewaterhouseCoopers LLP as independent auditors; approval of an amendment to the Certificate of Incorporation to eliminate supermajority vote requirements.
Elect three Class III directors — Archana Agrawal, Hope Cochran and Dwight Merriman — each to serve until the 2029 annual meeting.
Non-binding advisory 'say-on-pay' vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the Company's named executive officer compensation as disclosed in the proxy. Management seeks shareholder approval to confirm support for its compensation policies and to provide feedback used in future decisions; the board recommends FOR, emphasizing pay-for-performance design, use of PSUs and RSUs, stock ownership guidelines, clawbacks and engagement with shareholders. The advisory vote is not binding but the board and compensation committee will consider the outcome when setting future compensation. Context includes recent CEO transition (sign-on RSUs/PSUs and performance-based PSUs tied to stock price and financial metrics), strong emphasis on long-term equity and prior ~82% support at 2025 say-on-pay. The vote relates to compensation structure, long-term incentives, and disclosures, and investors should weigh alignment with long-term value creation, use of significant sign-on awards, and performance metric calibration. The board's rationale focuses on retention and alignment amid leadership change and competitive market for talent.
Ratify selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending January 31, 2027.
Approve Certificate of Incorporation amendment to replace existing 66 2/3% supermajority requirement to remove directors with a simple majority vote.
The management proposal seeks stockholder approval to amend the Company’s certificate of incorporation to remove the existing supermajority (66 2/3%) vote requirement for removing directors with cause and replace it with a simple majority standard. Management argues the change aligns the charter with prevailing market practice, reduces undue entrenchment, and simplifies corporate governance by making director removal subject to majority vote. The board recommends FOR, citing that supermajority provisions can be overly restrictive and that majority standards better balance director accountability with governance stability. The amendment would become effective upon filing the Amended and Restated Certificate of Incorporation if approved. The proposal carries governance implications: it lowers the threshold for director removal, potentially increasing board accountability and making the Company’s governance more comparable to peer norms; but it could also make the board more susceptible to short-term stockholder pressure. Investors should weigh the benefits of greater accountability against potential risks of increased volatility in board composition.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.60% | 4,501,522 | $1.1B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.37% | 3,518,839 | $861M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.50% | 2,014,516 | $493M |
| 4 | FMR LLC | 2.46% | 1,979,821 | $485M |
| 5 | BlackRock, Inc. | 2.45% | 1,971,488 | $483M |
| 6 | STATE STREET CORP | 2.29% | 1,844,118 | $451M |
| 7 | DZ BANK AG Deutsche Zentral Genossenschafts Bank, Frankfurt am Main | 2.09% | 1,683,412 | $412M |
| 8 | BlackRock, Inc. | 1.78% | 1,428,292 | $350M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.63% | 1,311,337 | $320M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 1.58% | 1,270,534 | $308M |
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