Not independent
Tenure on this board
2.5 yrs
3 nominees · 3 ballot items.
Election of three Class III directors; Ratification of Ernst & Young LLP as independent auditors for 2026; Approval of an amendment to the Team Member Stock Purchase Plan to add 15 million shares.
Election of three Class III directors—Varun Krishna, Matthew Rizik and Suzanne Shank—to serve three-year terms ending in 2029.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
The proposal asks stockholders to ratify the Audit Committee’s selection of Ernst & Young (EY) as the independent auditor for 2026. Management seeks shareholder approval to endorse continuity and institutional knowledge through EY’s long tenure (since 1999) and to support efficient audit execution given the complexity added by 2025 transactions (Redfin and Mr. Cooper acquisitions) and the Up-C Collapse. The Audit Committee’s recommendation is based on EY’s performance, independence, professional skepticism, audit quality metrics, reasonableness of fees, use of technology, and communications with the Audit Committee. While ratification is advisory in nature, the Audit Committee will consider the vote when selecting auditors in the future; a negative vote could prompt the Committee to reassess the auditor choice. The board recommends for the vote to promote auditor continuity amid significant recent corporate transactions and to leverage EY’s institutional knowledge of the company’s financials and controls.
Approve Board-adopted amendment to the Team Member Stock Purchase Plan to authorize an additional 15 million shares for issuance under the plan (bringing total authorized since inception to 35,526,316), to continue team member participation in the program.
Management is asking stockholders to approve an amendment increasing the reserve of shares available under the Team Member Stock Purchase Plan (TMSPP) by 15 million shares, bringing the total authorized since inception to 35,526,316. The amendment responds to near-term depletion of available shares (only ~3.18M remaining as of April 15, 2026) and the program’s demonstrated broad participation; the Board expects the increase will permit continued quarterly offering periods and anticipates sufficiency through July 15, 2029 under current usage patterns. The amendment preserves compensation and retention benefits of the program by enabling employees to buy shares at a typical 15% discount, aligning employee and stockholder interests. Key governance points: the plan excludes executive officers and Non-Affiliated Directors from participation by committee discretion; the Committee administers offering design, pricing (generally 85% of FMV on exercise date), cap per participant ($25k of FMV per year accrual and $30k max withheld per calendar year), and potential holding periods. The Board justifies the request noting the TMSPP’s role in promoting broad-based ownership, retention, and employee alignment, while pointing to administrative controls and existing adjustment provisions for corporate events. A shareholder rejection would lead to automatic plan termination once shares are exhausted, impacting employee ownership and potential morale/retention. The Board recommends a FOR vote to maintain the program and its perceived benefits.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.47% | 41,675,711 | $594M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.40% | 39,552,250 | $564M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.36% | 38,551,326 | $549M |
| 4 | ValueAct Holdings, L.P.Activist | 1.00% | 28,214,724 | $402M |
| 5 | BlackRock, Inc. | 0.83% | 23,600,432 | $336M |
| 6 | FMR LLC | 0.83% | 23,572,456 | $336M |
| 7 | Slate Path Capital LP | 0.82% | 23,152,887 | $330M |
| 8 | STATE STREET CORP | 0.76% | 21,545,468 | $307M |
| 9 | COOPERMAN LEON G | 0.74% | 21,016,600 | $299M |
| 10 | Durable Capital Partners LP | 0.68% | 19,305,725 | $275M |
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