10 nominees · 5 ballot items.
Elect ten directors; approve executive compensation (say-on-pay); ratify Deloitte & Touche LLP as auditor; approve amendment to Certificate of Incorporation to add officer exculpation; vote on stockholder proposal to permit written consent by a majority without certain procedural safeguards.
Elect ten director nominees to serve until the 2027 Annual Meeting.
Non-binding advisory vote to approve the compensation paid to named executive officers.
Ratify Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2027.
Amend Certificate of Incorporation to add officer exculpation for breach of duty of care to the fullest extent permitted by Delaware law.
Stockholder proposal requesting the Board to permit written consent by stockholders holding the minimum votes necessary to authorize action, without additional procedural requirements; proposer argues written consent aids timely action and criticizes company’s special meeting thresholds.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.56% | 12,885,538 | $2.0B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.25% | 12,276,980 | $1.9B |
| 3 | STATE STREET CORP | 5.05% | 9,921,533 | $1.5B |
| 4 | PRIMECAP MANAGEMENT CO/CA/ | 4.59% | 9,016,690 | $1.4B |
| 5 | BlackRock, Inc. | 4.22% | 8,297,430 | $1.3B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.92% | 5,728,305 | $887M |
| 7 | AMERIPRISE FINANCIAL INC | 2.20% | 4,321,046 | $669M |
| 8 | NORGES BANK | 2.12% | 4,170,849 | $645M |
| 9 | BlackRock, Inc. | 2.06% | 4,053,071 | $627M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 1.80% | 3,535,365 | $547M |
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