Not independent
Tenure on this board
30.1 yrs
11 nominees · 3 ballot items.
Election of eleven directors; advisory (non-binding) approval of executive officer compensation ('say on pay'); and ratification of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Elect eleven members of the Board of Directors to hold one-year terms.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management is asking for shareholder endorsement of its overall pay program, which the Human Capital Committee designs to align executive incentives with Company financial targets and long-term shareholder value through a mix of base salary, annual cash incentives tied to revenue and adjusted operating income and KPIs, time-vesting restricted stock units, and performance stock units tied to multi-year adjusted EBITDA, TSR relative to a peer index, and gross margin targets. The Company emphasizes pay-for-performance, uses an independent compensation advisor (Korn Ferry), maintains clawback provisions, stock ownership guidelines, and a double-trigger change-in-control structure, and reports conducting robust shareholder outreach prior to setting program terms. The vote is advisory and non-binding, but the Board states it will consider the outcome in future compensation decisions. Management recommends a vote FOR, arguing the program is appropriately structured to retain key executives, incentivize sustained financial and strategic performance, and align executive and shareholder interests. The Board’s rationale highlights strong governance processes: independent committee oversight, external consultant input, performance metrics tied to both absolute and relative measures, and disclosure transparency. Potential concerns for investors include the use of multi-year PSU metrics and discretionary elements in KPI assessments, but the Company points to historical alignment (e.g., recent payouts reflecting performance) and safeguards such as clawback and shareholder engagement. Overall, the proposal centers on whether shareholders support management’s approach to executive pay in the context of the Company’s performance, governance practices, and long-term incentive design.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.25% | 2,922,053 | $268M |
| 2 | BlackRock, Inc. | 5.43% | 2,538,788 | $233M |
| 3 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 5.14% | 2,401,178 | $220M |
| 4 | PRIMECAP MANAGEMENT CO/CA/ | 4.68% | 2,187,428 | $200M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.23% | 1,978,739 | $181M |
| 6 | STATE STREET CORP | 3.88% | 1,814,298 | $166M |
| 7 | BlackRock, Inc. | 2.80% | 1,308,100 | $120M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.31% | 1,080,659 | $99M |
| 9 | ALLIANCEBERNSTEIN L.P. | 2.29% | 1,071,664 | $125M |
| 10 | FIRST TRUST ADVISORS LP | 2.09% | 976,423 | $89M |
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