Independent
Tenure on this board
23.7 yrs
9 nominees · 4 ballot items.
Election of nine directors; approval of the 2026 Long-Term Incentive Plan; advisory (non-binding) vote to approve executive compensation (“Say-on-Pay”); ratification of Grant Thornton LLP as independent registered public accounting firm.
Elect nine directors to the Board for one-year terms.
Approve the 2026 Long-Term Incentive Plan to authorize 4,500,000 shares for equity awards and replace the 2016 Plan.
Proposal asks shareholders to approve the Company’s 2026 Long-Term Incentive Plan establishing a 4.5 million share reserve (plus replenishment rules tied to forfeitures under the 2016 Plan) to support equity compensation for employees and non-employee directors. Management seeks approval to replace the prior 2016 Plan because it needs a new share authorization and updated plan terms (including minimum vesting, limits on repricing without shareholder approval, director annual limits, anti-dilution adjustments and Clawback Policy), and to ensure continued alignment of employee incentives with long-term company performance. The plan includes typical governance protections—no evergreen replenishment, limited liberal share recycling, a 5% carve-out for awards with shorter vesting, and double-trigger change-in-control vesting—while permitting a broad set of award types (options, SARs, RSUs, performance awards, etc.). The Board recommends FOR because the reserve is expected to support multi-year grants (company estimates ~6 years of equity grants), aligns with competitive market practices, and imposes limits intended to protect shareholders (e.g., no repricing without approval). Key considerations for an analyst include the 4.5M share size relative to 62.7M shares outstanding (roughly 7.2% raw reserve; company reports ~9.2% overhang including outstanding awards), the plan’s fungible share counting for awards from the 2016 Plan, the lack of evergreen features which limits automatic replenishment, and board discretion around adjustments for corporate events. Potential shareholder concerns include the size of the reserve and use of fungible counting for replacement of 2016 Plan awards; however, management argues the requested shares are reasonable given historical run rates (~1.0% per year) and expected grant needs.
Non-binding advisory vote to approve the compensation paid to named executive officers as disclosed in proxy statements.
This non-binding advisory proposal asks shareholders to endorse the Company's 2025 executive compensation as disclosed in the proxy, including CD&A, tables and narrative. Management designs compensation to link pay to both short-term and long-term performance, using AOI-based annual incentives and performance-based RSUs with 0–200% payout range and time-based RSUs for retention. The Board supports the program, points to high levels of performance (AIP paid at 200%) and recent vesting outcomes as evidence of alignment. For analysts, considerations include the balance of pay-for-performance (significant pay at risk), the use of AOI as principal metric, recent strong payouts and vesting (e.g., 2023 PSUs vested at 200%), and governance safeguards (clawback policy, independent compensation committee, independent consultant). The vote's non-binding nature means the Board will consider results when setting future pay but is not compelled to change practices.
Ratify Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.47% | 6,568,023 | $244M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.95% | 3,733,603 | $139M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 5.59% | 3,502,264 | $130M |
| 4 | FIRST TRUST ADVISORS LP | 4.74% | 2,970,195 | $111M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.28% | 2,684,048 | $100M |
| 6 | STATE STREET CORP | 3.84% | 2,408,286 | $90M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.04% | 1,905,355 | $71M |
| 8 | FRONTIER CAPITAL MANAGEMENT CO LLC | 2.95% | 1,846,986 | $69M |
| 9 | BlackRock, Inc. | 2.85% | 1,785,519 | $66M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.82% | 1,768,780 | $66M |
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