Not independent
Tenure on this board
22.4 yrs
9 nominees · 4 ballot items.
Elect nine directors; Ratify PwC as independent auditor; Advisory say-on-pay vote to approve named executive officer compensation; Approve the Second Amended and Restated 2019 Equity Incentive Plan.
Election of nine director nominees named in the proxy to serve until the 2027 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory 'say-on-pay' vote to approve the compensation disclosed for named executive officers.
This advisory management proposal asks shareholders to approve, on a non-binding basis, the company’s named executive officers’ compensation as disclosed in the Compensation Discussion and Analysis and accompanying tables. Management frames the ask as a stockholder feedback mechanism—although non-binding, the Compensation Committee and Board commit to consider the vote outcome in future compensation decisions. The proposal arises in the context of prior lower support (58.3% approval in 2025) and ongoing adjustments to pay design (e.g., introduction of Actual Realized Compensation disclosure, reductions to CEO target compensation in 2025) to improve pay-for-performance alignment. Approving this management proposal signals investor acceptance of the current compensation philosophy, including significant performance-based equity components (e.g., TSR-based awards with rigorous hurdles) and specific 2025 changes (reduced CEO target pay, rigorous TSR thresholds, and supplemental metrics). A rejection would convey stockholder dissatisfaction and may prompt further changes to incentive design, disclosure, or governance practices. The Board recommends a FOR vote, citing the program’s pay-for-performance structure, governance safeguards (independent Compensation Committee, clawback policy), and recent shareholder engagement that informed plan design.
Approve an amendment and restatement of the 2019 Equity Incentive Plan to increase the share reserve by 12,000,000 shares and clarify share recycling rules among other updates.
Management seeks stockholder approval to amend and restate the existing 2019 Equity Incentive Plan to add 12,000,000 shares to the plan reserve and to codify share-counting and recycling rules—specifically disallowing the re-addition to the reserve of shares delivered or withheld to cover the exercise price or taxes on options and SARs, while permitting add-back for forfeitures or shares withheld for tax on full-value awards. The board frames the request as necessary to continue competitive grants to retain and incentivize employees and directors, citing a low 0.45% three-year burn rate, time- and performance-based vesting, and shareholder-friendly terms (no repricing without stockholder approval, no evergreen). The plan changes materially affect dilution dynamics and share accounting. The Board recommends FOR based on its compensation strategy, peer analysis, and governance controls; a negative vote would constrain the company’s ability to grant equity and could affect retention and incentive programs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.68% | 45,958,862 | $213M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.20% | 43,084,764 | $199M |
| 3 | STATE STREET CORP | 4.27% | 25,561,209 | $121M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.48% | 20,835,567 | $96M |
| 5 | BlackRock, Inc. | 3.07% | 18,339,883 | $85M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.00% | 11,980,733 | $55M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 1.82% | 10,866,803 | $50M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.44% | 8,611,809 | $40M |
| 9 | TWO SIGMA INVESTMENTS, LP | 1.40% | 8,400,722 | $39M |
| 10 | WILSEY ASSET MANAGEMENT INC | 1.23% | 7,348,752 | $34M |
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