Independent
Tenure on this board
10.2 yrs
Also a director at
Shutterstock Inc (SSTK)
10 nominees · 3 ballot items.
Election of ten directors; Advisory (non-binding) vote to approve executive compensation; Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
Elect ten incumbent director nominees to serve one-year terms until the 2027 annual meeting or until their successors are elected and qualified.
An advisory, non-binding vote for approval of the company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This proposal requests a non-binding advisory vote approving the company’s executive compensation disclosures and programs. Management seeks shareholder approval to confirm that the Human Resources Committee’s pay-for-performance approach, including short-term cash incentives tied to revenue, AFFO and Adjusted EBITDAre margin and long-term performance-based RSUs tied to TSR relative to peers, aligns management incentives with stockholder interests. The proposal asks shareholders to endorse both the Compensation Discussion and Analysis and the specific compensation tables and narratives. The Board and Human Resources Committee recommend a vote FOR the proposal, citing the company’s compensation philosophy of meaningful 'at-risk' pay, use of TSR-linked performance-based RSUs, stock ownership and retention guidelines and compensation clawback policy. Although advisory and non-binding, the company states it will consider the outcome in future compensation decisions. The context includes the company’s 2025 financial results, TSR performance relative to peers, and the use of adjustments in calculating incentive payouts (including exclusions related to acquisition results and other unusual items), which could be material to shareholder evaluations of pay-for-performance alignment. The board’s recommendation emphasizes governance practices, consultant engagement and historical stockholder support for say-on-pay votes.
Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.08% | 6,994,954 | $645M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.33% | 5,885,610 | $543M |
| 3 | STATE STREET CORP | 5.51% | 3,474,769 | $325M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.30% | 2,713,953 | $250M |
| 5 | BlackRock, Inc. | 3.81% | 2,404,063 | $222M |
| 6 | PRINCIPAL FINANCIAL GROUP INC | 3.26% | 2,054,234 | $190M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.24% | 1,411,239 | $130M |
| 8 | COOKE BIELER LP | 2.11% | 1,332,561 | $123M |
| 9 | ALLIANCEBERNSTEIN L.P. | 2.00% | 1,259,182 | $119M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.88% | 1,187,054 | $110M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.