Not independent
Tenure on this board
20.7 yrs
8 nominees · 3 ballot items.
Elect eight directors; approve, on a non-binding advisory basis, the compensation of named executive officers (say-on-pay); and ratify KPMG LLP as the independent registered public accounting firm for fiscal 2027.
Elect eight nominees—Daniel Dines, Philippe Botteri, Michael Gordon, Sivaramakichenane Somasegar, Daniel Springer, Karenann Terrell, Rich Wong, and June Yang—to serve until the 2027 Annual Meeting.
A non-binding, advisory vote asking stockholders to approve the compensation of the company's named executive officers, as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the totality of named executive officer (NEO) compensation as described in the proxy materials. Management seeks approval to validate its pay-for-performance framework, which emphasizes a substantial at-risk component (performance-based cash bonuses and multi-year RSU/PSU awards) tied to company metrics such as incremental ARR and non-GAAP adjusted free cash flow, and for certain PSUs, total revenue and iARR. The compensation committee relied on an independent compensation consultant and a defined peer group to set target pay levels but retained discretion to consider company-specific factors like retention needs and executive performance. Management highlights that the 2025 say-on-pay received over 99% support and that the committee conducts regular stockholder outreach to incorporate feedback. The board recommends a FOR vote, arguing the program aligns executives’ interests with stockholders by linking realized pay to long-term stock performance and by using multi-year vesting and performance gates to discourage short-term risk-taking. Opposition risks include shareholder concern over high absolute equity values for certain NEOs, the presence of significant perquisites for the CEO (noted security and benefit costs), and the non-binding nature of the vote limiting direct corrective effect. The company states it will consider the outcome of the advisory vote when evaluating future compensation decisions, indicating responsiveness to investor sentiment. Given the reliance on standard market benchmarking, explicit performance metrics, and substantial disclosure, the proposal is unlikely to produce governance changes immediately but serves as an important barometer of shareholder support for pay practices. Overall, the proposal is a routine but meaningful governance item assessing alignment between executive pay and company performance, with the board supporting continuation of its current compensation approach.
Ratify the audit committee’s selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending January 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 8.77% | 45,929,154 | $753M |
| 2 | BlackRock, Inc. | 4.61% | 24,128,751 | $395M |
| 3 | STATE STREET CORP | 2.48% | 13,004,786 | $213M |
| 4 | BlackRock, Inc. | 2.27% | 11,883,393 | $195M |
| 5 | Tetragon Partners GP Ltd | 1.99% | 10,450,000 | $171M |
| 6 | Senvest Management, LLC | 1.65% | 8,666,831 | $142M |
| 7 | BANK OF AMERICA CORP /DE/ | 1.47% | 7,697,622 | $126M |
| 8 | Point72 Asset Management, L.P.Activist | 1.41% | 7,399,184 | $121M |
| 9 | NORGES BANK | 1.40% | 7,332,288 | $120M |
| 10 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 1.34% | 7,041,188 | $115M |
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