Independent
Tenure on this board
9.5 yrs
8 nominees · 3 ballot items.
Vote to elect eight directors nominated by the Board; ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026; and an advisory (non-binding) vote to approve the compensation of the named executive officers (Say-on-Pay).
Elect eight directors nominated by the Board of Directors to serve until the 2027 Annual Meeting of Shareholders.
Ratify the appointment of KPMG LLP as Maximus’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
Non-binding, advisory (Say-on-Pay) vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and related materials.
This is a non‑binding advisory (Say-on-Pay) proposal asking shareholders to approve, on an advisory basis, the Company’s executive compensation program as described in the CD&A and related disclosure. Management is seeking shareholder endorsement to validate its compensation design, which emphasizes pay-for-performance through a mix of short-term cash incentives and long-term performance stock units tied to adjusted EPS and relative TSR, alongside time‑based RSUs for retention. The proposal comes after fiscal year 2025 strong financial results (including $5.43B in revenue and material adjusted EPS growth) and high prior shareholder support (~98.4% in 2025), which management cites as evidence the program is effective. The Board and the C&HR Committee emphasize governance features that they believe align pay with shareholder interests: substantial variable at‑risk compensation (e.g., ~88% of CEO target comp at risk), clawback provisions, executive stock ownership requirements, no hedging/pledging, double-trigger change-in-control protections, and independent committee oversight with an independent compensation consultant. Management argues these features and the specific performance metrics (Adjusted Net Operating Income, margin, revenue, employee engagement for short-term; adjusted EPS and relative TSR for long-term) appropriately balance financial targets, strategic priorities and retention needs. Opponents of pay packages typically focus on absolute quantum, potential for windfalls from accounting adjustments, or the design of performance metrics; management addresses those concerns by describing metric adjustments, caps on payouts, and a history of strong shareholder engagement. The Board recommends a FOR vote to provide continued support and predictability for the Company’s pay framework while noting the advisory nature of the vote and its intention to consider shareholder feedback when making future compensation decisions. Given the program’s linkage to multi-year measurable financial outcomes and disclosure of plan limits and safeguards, a FOR vote signals investor support for management’s compensation approach and its alignment with long-term shareholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 8.32% | 4,372,364 | $280M |
| 2 | BlackRock, Inc. | 7.88% | 4,142,544 | $266M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.61% | 3,471,636 | $223M |
| 4 | STATE STREET CORP | 4.68% | 2,458,892 | $158M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.64% | 2,437,636 | $156M |
| 6 | Van Berkom Associates Inc. | 4.46% | 2,344,380 | $150M |
| 7 | FMR LLC | 4.21% | 2,210,213 | $142M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 3.96% | 2,081,466 | $133M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 3.70% | 1,944,543 | $125M |
| 10 | BlackRock, Inc. | 3.47% | 1,823,390 | $117M |
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