Independent
Tenure on this board
10.4 yrs
10 nominees · 4 ballot items.
Elect ten directors; advisory vote to approve executive compensation (say-on-pay); ratify Ernst & Young LLP as independent auditors; amend the 2015 Equity and Incentive Plan to increase share reserve and impose non-employee director grant limit; and transact other business.
Elect ten directors to serve until the 2027 Annual Meeting.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to cast an advisory 'say-on-pay' vote approving the compensation disclosed for named executive officers. Management seeks this non-binding approval to obtain shareholder feedback; the Compensation & Human Capital Committee uses results to inform future compensation decisions. Key context includes the Company's emphasis on pay-for-performance with a substantial portion of executive compensation tied to performance shares, STIP metrics including Adjusted EBITDA and GMV targets, and strong governance features like independent committee oversight, clawback policy, and no liberal share recycling. The board recommends 'FOR' noting prior year strong shareholder support (94% in 2025) and that the committee will consider vote results and shareholder feedback in future determinations.
Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Amend the EIP to increase the share reserve to 13,298,000 shares and limit non-employee director annual grant-date fair value to $750,000.
This management proposal requests shareholder approval to amend the company's Amended and Restated 2015 Equity and Incentive Plan to increase the share reserve by 2,318,000 shares to 13,298,000 and to add a limit on the grant-date fair market value of awards to non-employee directors of $750,000 per calendar year. Management frames the amendment as necessary to ensure sufficient equity available for incentivizing employees and directors over the next several years, citing only 1,426,626 shares available as of March 10, 2026 and a closing stock price of $30.34. The Compensation Committee relied on an analysis by Exequity LLP showing the proposed reserve would be adequate for roughly three-to-four years under expected assumptions. The proposal maintains key governance protections (no evergreen, independent committee administration, one-year minimum vesting with limited exceptions, no discounted options, no liberal share recycling, dividend restrictions on unvested awards, clawback policy, and double-trigger change-in-control vesting). Management recommends a vote FOR, arguing dilution is mitigated by significant historical share repurchases and that the plan design aligns with market practice and protects shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.73% | 4,298,558 | $123M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.16% | 2,469,358 | $71M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.18% | 1,673,687 | $48M |
| 4 | STATE STREET CORP | 4.17% | 1,668,819 | $48M |
| 5 | BlackRock, Inc. | 2.96% | 1,184,239 | $34M |
| 6 | LSV ASSET MANAGEMENT | 2.94% | 1,178,574 | $34M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.86% | 1,146,597 | $33M |
| 8 | FMR LLC | 2.85% | 1,140,645 | $33M |
| 9 | Allianz Asset Management GmbH | 2.72% | 1,089,270 | $31M |
| 10 | BREACH INLET CAPITAL MANAGEMENT, LLC | 2.51% | 1,007,160 | $29M |
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