Independent
Tenure on this board
7.8 yrs
3 nominees · 4 ballot items.
Election of three Class II directors; Approval of First Amendment to the 2004 Stock Incentive Plan (increase shares, modify limits, add 5% pool, extend term); Ratification of Ernst & Young LLP as independent auditor; Advisory (non-binding) approval of named executive officer compensation.
Elect three Class II directors (Leigh J. Abramson, Robert B. Lewis, Niharika Ramdev) to serve until 2029.
Authorize amendments increasing plan shares by 4,000,000 to 4,410,758, raise individual RSU limits, create 5% pool for awards without minimum vesting (ex-CEO), and extend plan term to June 30, 2031.
The amendment seeks shareholder approval to materially expand the company’s equity incentive capacity by adding 4,000,000 shares to the existing reserve and extending the plan term to June 30, 2031 — moves management says are intended to ensure continued availability of equity for retention and recruitment. It also increases individual participant caps for restricted shares/RSUs from 900,000 to 1,200,000 over any 36-month period, which raises the ceiling for large grants to executives and could allow significant single-recipient accumulation. Importantly, the proposal creates a 5% carve-out of the share pool allowing grants (excluding the CEO) without standard minimum vesting or performance requirements, giving the Compensation Committee greater flexibility to award immediately vested or performance-light awards in targeted circumstances; this provision reduces some of shareholder protections that typically require multi-year vesting and performance hurdles, and may facilitate sign-on or retention awards that vest quickly. The board recommends the amendment arguing it provides flexibility to support compensation and retention practices while retaining overall limits and clawback and other protective provisions; key governance considerations for investors include potential dilution, the increase in single-participant award ceilings, and the 5% immediate-vesting pool which can be used opportunistically. Analysts should weigh the company’s modest historical burn rate (0.45% average over five years) and current overhang (1.81% as of the record date) against the added 4,000,000 shares (raising overhang to ~3.60%) and the specific incentive needs (growth, M&A integration, executive retention) cited by management. The proposal is material and the board recommends a FOR vote to ensure continued equity grant capacity and flexibility for the compensation program.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent auditor for fiscal 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 10.84% | 11,451,193 | $444M |
| 2 | JPMORGAN CHASE CO | 7.43% | 7,853,901 | $298M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.66% | 4,921,322 | $191M |
| 4 | BlackRock, Inc. | 4.41% | 4,656,923 | $181M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.37% | 4,613,751 | $179M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.79% | 4,006,081 | $155M |
| 7 | STATE STREET CORP | 3.50% | 3,702,907 | $144M |
| 8 | FMR LLC | 3.21% | 3,388,992 | $131M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 3.12% | 3,299,241 | $128M |
| 10 | BlackRock, Inc. | 2.37% | 2,506,945 | $97M |
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