Independent
Tenure on this board
1.0 yrs
4 nominees · 4 ballot items.
Elect four directors; ratify Deloitte & Touche LLP as the independent registered public accounting firm for FY2027; approve, on an advisory basis, the compensation of the named executive officers (say-on-pay); and approve amendments to the Second Amended and Restated Certificate of Incorporation to remove legacy Class B common stock and rename Class A common stock.
Elect four nominees (Mark Menezes, Daniel Shugar, William Watkins and Howard Wenger) to serve as Class I directors until the 2029 annual meeting.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as Nextpower’s independent registered public accounting firm for the fiscal year ending March 31, 2027.
Non-binding, advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement (say-on-pay).
This proposal asks shareholders to cast a non-binding advisory vote approving the company’s executive compensation for the named executive officers as disclosed in the proxy materials. Management is seeking shareholder approval to validate its pay-for-performance framework, which emphasizes a high proportion of at-risk compensation (short-term incentives, performance-based RSUs/PSUs and limited stock options in the transition year) and stock ownership guidelines intended to align executives with long-term stockholder interests. The proposal is contextualized by the company’s FY26 compensation design: STIP metrics (revenue, adjusted operating income, strategic milestones and an individual performance factor), multi-year PSUs tied to adjusted EBITDA and adjusted free cash flow with an rTSR modifier, and changes made in response to stockholder engagement (elimination of routine option grants going forward, metric changes). Management frames the advisory vote as a mechanism for constructive stockholder feedback that the Board and the Compensation & People Committee will consider in future decisions. The Board recommends a vote FOR, citing strong FY26 company performance (record revenue and profits) and extensive stockholder engagement that informed compensation changes. While non-binding, a negative result would prompt the committee to reassess program design; conversely, a favorable vote supports continuity of the program. Investors should weigh the program’s alignment features (high at-risk pay, clawback policy, double-trigger CIC protections) against potential concerns such as high CEO pay levels and discretionary components (strategic milestones and individual performance adjustments). The company’s historical say-on-pay support (80.34% in 2025) and ongoing engagement suggest management expects shareholder backing but also commits to responsiveness to voting outcomes. Ultimately, the vote is advisory but signals investor approval or disapproval of executive pay philosophy, implementation and outcomes.
Approve amendments to eliminate legacy Class B common stock and other outdated provisions, rename Class A common stock to Common Stock, and make conforming changes to the Company’s certificate of incorporation.
This proposal requests shareholder approval to amend the company’s certificate of incorporation to eliminate legacy Class B Common Stock and other outdated provisions and to rename Class A Common Stock to “Common Stock,” reflecting that no Class B shares have been outstanding since early 2024–2025 following exchanges by Flex and TPG. Management seeks approval to simplify the charter, remove unnecessary dual-class references (including Class B director designation rights and separate class vote provisions), adjust the authorized share counts and make ministerial conforming changes; management emphasizes that the amendment does not alter the substantive economic or voting rights of existing Class A holders (to be renamed Common Stock). The board argues the change reduces investor confusion, burdens and the potential for misreporting of the company’s capital structure and believes simplification benefits market perception and corporate housekeeping. The amendment reduces overall authorized share count to reflect elimination of the Class B tranche and removes contractual linkages to LLC common units that were part of the legacy Up-C structure. The proposal requires a supermajority (66 2/3%) of outstanding voting power, which elevates the governance threshold and means broker non-votes and abstentions effectively count against approval, creating execution risk if participation is low. While the change is largely cosmetic and housekeeping in nature, stockholders should note the amendment removes remnants of prior special rights (e.g., director designation mechanisms for former Class B holders) and consult Appendix B for the exact redline language. The Board recommends FOR because it views the amendment as a prudent codification aligning charter language with the current single-class reality and reducing potential market confusion; opponents could still question the use of a supermajority standard and the fact that charter amendments require a high level of shareholder support. Overall, the proposal consolidates the capital structure to mirror operational reality while preserving current economic and voting rights for public holders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 11.8% | 17,770,038 | $2.1B |
| 2 | BlackRock, Inc. | 8.7% | 13,118,624 | $1.6B |
| 3 | PRIMECAP MANAGEMENT CO/CA/ | 4.5% | 6,760,847 | $815M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.5% | 6,704,709 | $808M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 6,405,953 | $772M |
| 6 | STATE STREET CORP | 3.6% | 5,463,504 | $659M |
| 7 | BlackRock, Inc. | 3.3% | 5,033,819 | $607M |
| 8 | Invesco Ltd. | 2.7% | 4,096,761 | $494M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 3,729,163 | $450M |
| 10 | BlackRock, Inc. | 2.2% | 3,268,113 | $394M |
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