Not independent
Tenure on this board
1.0 yrs
11 nominees · 12 ballot items.
Approval of 2025 financial and statutory reports and advisory votes on compensation and non-financial reports; discharge of board and executives; carry forward accumulated losses; authorization to issue and cancel shares; election of 11 directors and chair; election of compensation committee members and independent proxy; ratification of auditors; advisory approval of named executive officer compensation; prospective ratification of maximum aggregate compensation for board and executive management.
Other organizational matters including voting procedures, quorum, and housekeeping; shareholders may submit proposals under specified timelines.
Approve the 2025 Annual Report including audited consolidated and statutory financial statements and advisory approval of the Swiss statutory compensation report and the Swiss statutory report on non-financial matters for fiscal year 2025.
Discharge members of the Board and specified executive officers from liability for activities during fiscal year 2025, per Swiss law.
Approve that accumulated losses for the Company be carried forward (no distribution).
Renew general capital authorization to issue up to 240,801,936 shares (approx. 20% of issued shares) until May 22, 2027, and authorize cancellation of up to 120,400,968 repurchased shares (approx. 10%).
Elect 11 director nominees, each for a term until the next annual general meeting.
Elect Jeremy D. Thigpen as Chair of the Board for a term until completion of the next AGM, subject to his election as a director.
Elect three nominees (Glyn A. Barker, Vanessa C.L. Chang, Frederico F. Curado) as members of the Compensation Committee, each for a term until the next AGM.
Reelection of Schweiger Advokatur/Notariat as independent proxy for a term until completion of the next AGM.
Ratify Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026 and reelect Ernst & Young Ltd, Zurich, as the Company’s auditor for a one-year term.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
Binding prospective (ratification) votes to approve maximum aggregate compensation amounts: (A) $4,121,000 for the Board for the period between 2026 and 2027 AGMs; (B) $26,000,000 for the Executive Management Team for fiscal year 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.3% | 47,480,461 | $315M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.2% | 46,862,730 | $311M |
| 3 | TWO SIGMA INVESTMENTS, LP | 4.2% | 46,463,736 | $308M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 44,272,423 | $294M |
| 5 | D. E. Shaw Co., Inc.Activist | 3.3% | 37,196,506 | $247M |
| 6 | BlackRock, Inc. | 3.3% | 36,924,057 | $245M |
| 7 | BlackRock, Inc. | 2.9% | 32,795,593 | $217M |
| 8 | Slate Path Capital LP | 2.7% | 30,062,100 | $199M |
| 9 | Capital World Investors | 2.6% | 29,575,479 | $196M |
| 10 | STATE STREET CORP | 2.2% | 24,982,204 | $166M |
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