Not independent
Tenure on this board
6.9 yrs
Also a director at
Claritev Corp (CTEV)Oklo Inc (OKLO)Churchill Capital Corp IX (CCIX)Churchill Capital Corp Xi (CCXI)Churchill Capital Corp Xii (CXIIU)
3 nominees · 5 ballot items.
Election of three Class II directors; advisory approval of named executive officers’ compensation (Say-on-Pay); approval of Second Amendment to 2020 Omnibus Incentive Plan to increase share reserve by 550,000 shares; ratification of Ernst & Young LLP as independent auditors for fiscal 2027; approval to adjourn the Annual Meeting if necessary.
Elect three Class II directors (Michael S. Klein, Denis Nikolaev, and Arthur Gilliland) to three-year terms expiring in 2029.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
The proposal requests an advisory, nonbinding approval of the compensation of the named executive officers, reflecting the executive compensation tables and narrative in the proxy. Management seeks affirmation of its pay philosophy designed to attract/retain talent, align pay with performance, and incentivize long-term stockholder value. Context includes prior 72% support in 2025 and subsequent engagement with major shareholders and proxy advisors; the board wishes to demonstrate responsiveness to investor feedback and continued alignment of incentives with strategic transformation. The board recommends a vote FOR, citing use of performance metrics, split of time- and performance-based equity, clawback and governance measures, and ongoing engagement with stockholders. A sophisticated analyst should weigh the nonbinding nature of the vote, the company’s recent changes to compensation mix and disclosures, the pay-for-performance linkages (e.g., PSUs, CIP tied to TDS revenue and adjusted EBITDA), and historical outcomes (say-on-pay support below customary levels) when assessing the governance implications and potential shareholder response.
Approve amendment to increase shares authorized under the 2020 Plan from 3,755,658 to 4,305,658 (incremental 550,000 shares).
Management proposes a limited, incremental increase to the 2020 Omnibus Incentive Plan to add 550,000 shares to the plan reserve, increasing it from 3,755,658 to 4,305,658 shares. Management frames the request as necessary to maintain the Company’s ability to grant equity awards used to attract, retain, and motivate employees and executives during an ongoing strategic transformation; they expect the incremental reserve to cover approximately one year of awards given current grant practices. The board emphasizes governance protections within the plan (no discounted options, anti-repricing without shareholder approval, annual limits on non-employee director compensation, clawback features, and limits on liberal recycling of shares), and discloses overhang and burn-rate metrics (30.4% overhang current, projected 36.6% if approved; 13.0% burn rate in fiscal 2026). The board recommends FOR the amendment as balancing compensation needs and shareholder dilution considerations, while providing periodic shareholder votes on equity reserve increases.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as independent auditors for fiscal year ending January 31, 2027.
Approve ability to adjourn the Annual Meeting to later date(s) to solicit additional proxies if there are insufficient votes or quorum.
Proposal seeks shareholder approval to give the Board authority to adjourn the Annual Meeting, if needed, to solicit additional proxies to reach quorum or to obtain sufficient votes for proposals. The proposal is administrative and procedural, commonly included to ensure the Board can continue proxy solicitation if votes are insufficient; the Board recommends FOR to permit orderly conduct of the meeting and additional solicitation when necessary.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | NASPERS LTD | 34.8% | 3,063,085 | $28M |
| 2 | Paradice Investment Management LLC | 6.5% | 576,293 | $5M |
| 3 | GOLDMAN SACHS GROUP INC | 3.3% | 294,955 | $3M |
| 4 | AREX Capital Management, LP | 2.7% | 240,661 | $2M |
| 5 | VANGUARD GROUP INC | 2.7% | 233,762 | $2M |
| 6 | BlackRock, Inc. | 1.9% | 170,877 | $2M |
| 7 | BlackRock, Inc. | 1.1% | 100,762 | $937K |
| 8 | MORGAN STANLEY | 1.1% | 95,195 | $885K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 90,302 | $840K |
| 10 | MORGAN STANLEY | 0.9% | 80,276 | $747K |
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