Independent
Tenure on this board
5.1 yrs
3 nominees · 6 ballot items.
Election of three directors; approval of Amended and Restated 2022 Stock Incentive Plan; advisory vote on executive compensation; ratification of PwC as independent auditor; advisory vote to reduce special meeting threshold to 25% (company); consideration of shareholder proposal to reduce special meeting threshold to 10% (Chevedden).
Elect three directors (Peter J. Cannone III, Joseph B. Donahue, Wissam G. Jabre) each for one-year terms.
Approve increase in share reserve by 6,200,000 shares and restatement reflecting company name change; other terms unchanged.
The proposal asks shareholders to approve an amendment and restatement of the 2022 Stock Incentive Plan to increase the share reserve from 6,200,274 to 12,400,274 shares and update the company name. Management seeks approval to ensure sufficient equity award capacity to attract, retain and motivate employees and to continue historic grant practices. The plan preserves governance safeguards (no repricing without shareholder approval, no discounted options, fungible share counting with 1.91 ratio for full-value awards, limit on non-employee director compensation, performance-based awards, etc.). The Board’s recommendation is FOR, arguing that without approval the company may be constrained in granting equity at levels management believes necessary. The Board considered historical grant rates, proxy advisor guidelines, and modeling of overhang and burn rate and concluded the requested increase supports long-term talent and retention; shareholders should weigh dilution (estimated overhang rising from 5% to 14% assuming full-value grants) against benefits of continued equity-based incentives.
Non-binding, advisory approval of named executive officers' compensation as disclosed in the proxy (say-on-pay).
The proposal requests a non-binding advisory approval of the Named Executive Officers’ compensation as disclosed. Management presents its compensation framework—mix of base salary, annual cash incentives tied to non-GAAP operating income and adjusted net debt, and long-term RSUs tied to Adjusted EBITDA and rTSR—arguing it aligns pay with performance and market practices. The Board recommends FOR, citing strong prior shareholder support and governance measures (clawback policy, stock ownership guidelines, independent compensation committee and consultant). The advisory vote is not binding but will inform Compensation Committee decisions.
Ratify PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2026.
Advisory vote in favor of Company's proposal to amend By-Laws to lower shareholder threshold to call special meeting from 40% to 25%.
The non-binding proposal asks shareholders to support a by-law amendment lowering the ownership threshold to call a special meeting from 40% to 25%. Management frames this as balancing shareholder rights with protection against minority misuse and operational disruption; it cites benchmarking showing 25% is common among S&P 500 peers. The Board recommends FOR, arguing 25% ensures meetings are extraordinary and avoids costs and distractions. The proposal is advisory only and would require subsequent action to implement; it is presented alongside a shareholder proposal (Proposal 6) seeking 10%.
Shareholder proposal from John Chevedden requesting By-Law amendment to allow shareholders owning 10% to call a special shareholder meeting.
The shareholder proposal, submitted by John Chevedden, requests the company amend governing documents to allow owners of 10% of outstanding common stock to call a special shareholder meeting, arguing enhanced accountability and remedying alleged long-term stock underperformance and financial risks. The proponent contends 10% thresholds are common and rarely used, and highlights debt levels, DCF valuation concerns, and market softness to justify urgency. Management opposes, recommending a 25% threshold as a balanced alternative, arguing 10% risks abuse by small groups, imposes costs and distractions, and is unnecessary given the Company’s proposal to lower the threshold to 25%; the Board’s opposition statement details governance practices and the reasons for recommending a vote AGAINST. In assessing the merits, analysts should weigh shareholder accountability benefits against risks of minority-driven disruptions, potential for increased costs, and whether existing governance mechanisms and proposed 25% compromise adequately protect shareholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 3,685,493 | $847M |
| 2 | BlackRock, Inc. | 5.4% | 3,629,092 | $834M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 3,014,201 | $693M |
| 4 | Invesco Ltd. | 4.3% | 2,887,412 | $664M |
| 5 | STATE STREET CORP | 3.0% | 2,057,732 | $473M |
| 6 | BlackRock, Inc. | 2.9% | 1,975,528 | $454M |
| 7 | Capital International Investors | 2.9% | 1,968,770 | $452M |
| 8 | FMR LLC | 2.4% | 1,651,104 | $379M |
| 9 | Point72 Asset Management, L.P.Activist | 2.4% | 1,610,331 | $370M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.3% | 1,565,170 | $360M |
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