Independent
Tenure on this board
6.0 yrs
9 nominees · 4 ballot items.
Elect one director designated by Apax Investor; elect eight other directors; advisory approval of executive compensation (say-on-pay); ratify KPMG LLP as independent registered public accounting firm for 2026.
Elect Roy Mackenzie, the director nominee designated by Ignition Parent LP (Apax Investor), to the Board; vote by holders of Series A Preferred Stock as a separate class.
Proposal 1 requests that holders of Series A Preferred Stock, voting as a separate class, elect Roy Mackenzie, the Apax Investor’s designee, to the Board for a one-year term. Management is advancing the Apax Investor’s right under the Apax Investment Agreement to designate one director so long as certain ownership thresholds are satisfied; this is a standard investor-nominated director election tied to the investor’s preferred stock rights. The Board recommends a vote FOR, noting Mr. Mackenzie’s Apax background, technology and investment experience, and the governance arrangements that created the designation. A vote FOR affirms the contractual governance allocation to the Apax Investor; a vote AGAINST would not change the underlying contractual right but would signal stockholder disapproval of the designee. The proposal is routine insofar as it implements the investment agreement and is not contested by management; the Board’s recommendation reflects the company’s obligation and the view that Mr. Mackenzie brings relevant experience. The election requires a majority of votes cast by holders of Series A Preferred Stock to approve.
Elect Randolph Altschuler, Carmel Galvin, J. Mark Howell, Stefan Jacoby, Peter Kelly, Michael T. Kestner, Mary Ellen Smith, and Kelly Tuminelli as directors to the Board, voted by holders of common stock and Series A Preferred Stock together as a single class.
Non-binding, advisory approval of the compensation paid to the company’s named executive officers as disclosed in the proxy statement.
Proposal 3 is a routine non-binding advisory 'say-on-pay' vote asking stockholders to approve the company’s executive compensation disclosure and program. Management frames its program as pay-for-performance with significant variable at-risk compensation tied to Adjusted EBITDA and Relative TSR, governance safeguards like clawbacks, double-trigger vesting on change in control, stock ownership guidelines, and independent committee oversight. The Compensation Committee will consider the outcome but the vote is advisory and not binding. The Board recommends voting FOR given strong prior-year support (~99% in 2025) and the alignment features and demonstrated payouts tied to company performance.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.51% | 11,134,900 | $325M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 6.07% | 6,434,407 | $188M |
| 3 | BANK OF MONTREAL /CAN/ | 6.05% | 6,406,088 | $187M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.75% | 6,089,230 | $178M |
| 5 | HAWK RIDGE CAPITAL MANAGEMENT LP | 4.69% | 4,967,144 | $145M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 4,779,616 | $139M |
| 7 | STATE STREET CORP | 3.85% | 4,077,598 | $119M |
| 8 | Neuberger Berman Group LLC | 3.32% | 3,521,556 | $102M |
| 9 | BlackRock, Inc. | 2.93% | 3,106,161 | $91M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.48% | 2,630,308 | $77M |
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