Independent
Tenure on this board
4.6 yrs
3 nominees · 3 ballot items.
Election of three Class I directors; advisory (non-binding) approval of executive compensation (“Say-on-Pay”); and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026.
Elect three Class I directors (Luciana Borio, Michael R. Minogue, and Timothy C. Stonesifer) to serve three-year terms until the 2029 annual meeting.
Non-binding, advisory vote to approve the compensation of certain executive officers as disclosed in the proxy statement.
This management proposal seeks a non-binding advisory approval of the company’s executive compensation as disclosed in the proxy statement. Management (the Board and the Talent and Compensation Committee) asks shareholders to endorse the compensation program for named executive officers, arguing it aligns pay with performance, emphasizes long-term incentives (PSUs, RSUs, options), ties annual incentives to Adjusted Revenue, Adjusted EBIT and new customer starts, and uses robust governance practices (independent committee, independent advisor, clawback policy, stock ownership guidelines). The proposal provides shareholders with an opportunity to express views on compensation; management notes past high support (~93% in 2025) and commits to consider vote results in future decisions. The vote is advisory, not binding, and requires a simple majority of votes cast; abstentions and broker non-votes are not counted as votes cast. The Board recommends a vote FOR, citing alignment with strategy, retention and pay-for-performance design, and governance safeguards.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 4,579,274 | $961M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 3,449,987 | $724M |
| 3 | STATE STREET CORP | 4.4% | 3,042,454 | $638M |
| 4 | BlackRock, Inc. | 4.3% | 2,992,067 | $628M |
| 5 | FMR LLC | 4.1% | 2,857,158 | $600M |
| 6 | T. Rowe Price Investment Management, Inc. | 2.6% | 1,815,742 | $381M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.6% | 1,806,393 | $378M |
| 8 | Capital Research Global Investors | 2.4% | 1,669,556 | $350M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.3% | 1,591,410 | $334M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 2.3% | 1,565,731 | $329M |
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