Independent
Tenure on this board
7.0 yrs
Also a director at
Dave & Buster's Entertainment Inc (PLAY)One Group Hospitality Inc (STKS)
10 nominees · 4 ballot items.
Election of ten directors; Ratification of KPMG LLP as independent registered public accounting firm for 2026; Non-binding advisory approval of executive compensation (Say-on-Pay); Non-binding advisory vote on frequency of future say-on-pay votes (One Year/Two Years/Three Years).
Elect ten director nominees to serve until the 2027 annual meeting.
Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory vote to approve the compensation paid to the company’s named executive officers.
This is an advisory management proposal asking stockholders to approve, on a non-binding basis, the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management seeks affirmation of its compensation philosophy—which emphasizes performance-based pay, substantial equity components, and clawback/ownership guidelines—to validate its approach and signal shareholder support. The board recommends approval, citing robust stockholder engagement, a high prior-year say-on-pay support level (98.9% in 2025), and alignment of pay with long-term performance through equity, PSUs and clawback provisions. The proposal is non-binding, so while the Board will consider the vote results in future decisions, it will not be compelled to change compensation programs solely because of a negative vote. Key context includes a heavy weighting of variable compensation (about 75% performance-based) and significant grants tied to Adjusted EBITDA and other performance metrics; in 2025 many performance targets were unmet, leading to low payouts, but management believes the design remains appropriate. Given the advisory nature, the board frames the vote as a governance checkpoint and as part of ongoing stockholder engagement and compensation oversight.
Advisory stockholder vote to recommend how frequently future advisory votes on executive compensation should be held — every one, two, or three years.
This management proposal requests a non-binding advisory recommendation from stockholders on whether the company should hold say-on-pay votes every one, two, or three years. The Board recommends an annual (one-year) frequency, arguing it best enables yearly shareholder input on compensation policies and aligns with their engagement practices. The context includes prior stockholder engagement and a recent 98.9% support for say-on-pay in 2025; the recommendation reflects management’s preference to maintain frequent accountability and responsiveness to stockholders. Because the vote is advisory, the Board retains discretion but will consider results when setting future practices. The proposal is primarily governance-focused and intended to affirm the company’s practice of annual advisory votes on executive pay.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Hill Path Capital LP | 57.72% | 27,205,306 | $889M |
| 2 | NOMURA HOLDINGS INC | 9.50% | 4,475,669 | $146M |
| 3 | BlackRock, Inc. | 6.32% | 2,981,104 | $97M |
| 4 | River Road Asset Management, LLC | 4.41% | 2,080,204 | $68M |
| 5 | GOLDENTREE ASSET MANAGEMENT LP | 4.37% | 2,061,450 | $67M |
| 6 | Voss Capital, LP | 3.64% | 1,715,000 | $56M |
| 7 | Long Pond Capital, LP | 3.57% | 1,680,727 | $55M |
| 8 | HAWK RIDGE CAPITAL MANAGEMENT LP | 3.32% | 1,564,422 | $51M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.86% | 1,347,501 | $44M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 2.36% | 1,112,996 | $36M |
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