Independent
Tenure on this board
9.0 yrs
5 nominees · 7 ballot items.
Election of five directors; ratification of Deloitte & Touche LLP as auditor; advisory Say-on-Pay vote; advisory Say-on-Frequency vote (one year recommended); amendment to Certificate of Incorporation to remove supermajority voting requirements; amendment to Certificate of Incorporation to allow stockholders to call special meetings (removing current limitation); consideration of a stockholder proposal to allow shareholders holding 10% to call special meetings.
Elect five director nominees (three Class I: Brian T. Carley, Femida H. Gwadry-Sridhar, Robert O. Kraft; two Class III: August J. Troendle, Dani S. Zander) to serve until 2027 Annual Meeting.
Ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
Non-binding advisory vote to select whether advisory votes on executive compensation should occur every one, two, or three years (Board recommends one year).
Amend Restated Certificate of Incorporation to eliminate 66-2/3% supermajority voting thresholds and opt into DGCL Section 242(d), adopting majority voting standards for most amendments and director removal.
Amend Article ELEVENTH of Restated Certificate to allow special meetings to be called as authorized in Bylaws, and adopt Bylaws granting stockholders holding 25% continuous ownership for one year the right to request special meetings with procedural requirements.
Stockholder proposal requests that holders of combined 10% of outstanding common stock be able to call a special shareholder meeting without ownership time requirements; includes supporting statement alleging governance concerns and urging vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.5% | 1,565,180 | $752M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 4.7% | 1,336,210 | $625M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.9% | 1,121,689 | $539M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 1,011,071 | $486M |
| 5 | WASATCH ADVISORS LP | 2.7% | 773,931 | $372M |
| 6 | STATE STREET CORP | 2.4% | 682,229 | $328M |
| 7 | BlackRock, Inc. | 2.3% | 664,876 | $319M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 662,719 | $318M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 1.8% | 504,668 | $242M |
| 10 | Invesco Ltd. | 1.7% | 497,087 | $239M |
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