Not independent
Tenure on this board
0.8 yrs
7 nominees · 5 ballot items.
Re-appoint seven directors; ratify Ernst & Young LLP as independent auditors; approve, on a non-binding advisory basis, the compensation of named executive officers; select the frequency of future advisory votes on executive compensation (management recommends one year); and approve an amendment and restatement of the Memorandum and Articles of Association.
Re-appoint seven director nominees (Mark Barrocas, Kathryn J. Barton, Peter Feld, Chi Kin Max Hui, Barney Tianhao Wang, Timothy R. Warner, and Jason M. Wortendyke) each to serve until the 2027 annual general meeting or until resignation/removal.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement (‘‘say-on-pay’’).
This proposal asks shareholders to provide a non-binding advisory approval of the Company’s disclosed named executive officer (NEO) compensation, encompassing the Compensation Discussion & Analysis, compensation tables, and narrative. Management seeks this endorsement to demonstrate shareholder support for its pay philosophy, which emphasizes pay-for-performance through a mix of base salary, annual cash bonuses, time- and performance-based restricted share units (RSUs), and exceptional leadership bonuses in 2025. The Company highlights strong 2025 financial results—substantial net sales, profit, and adjusted EBITDA growth—and notes that 2025 incentive payouts reflected that performance, including FY25 Annual Incentive Plan payout above target and RSU performance vesting at 100% of target. The Board cites retention and alignment objectives (e.g., share ownership guidelines, market-based RSUs, and multi-year performance metrics) as drivers of its compensation design and recommends a FOR vote on the advisory item. As an advisory (non-binding) vote, the outcome will inform but not compel future action; the Board and Compensation Committee state they will consider results when setting future pay policies. Notable governance context: the Company has recently completed transactions and structural changes (U.S. listing, separation from JS Global) that produced one-time and transaction-related payments, and the proxy discloses exceptional leadership cash bonuses and market-based awards that materially impacted 2023–2025 pay outcomes. Shareholders should weigh the Company’s stated alignment mechanisms and strong financial performance against the large one-time cash awards and elevated CEO pay levels when evaluating the advisory question. The Company’s recommendation and the disclosed rationale are typical for a U.S.-listed, high-growth company using equity and performance measures to align management incentives with shareholder value creation.
Non-binding advisory vote to select how often (one year, two years, or three years) shareholders should hold future advisory votes on NEO compensation.
This advisory proposal asks shareholders to indicate their preferred frequency—one, two, or three years—for future non-binding ‘‘say-on-pay’’ votes. The Board has already expressed a preference for an annual (one-year) vote, arguing that yearly advisory votes allow shareholders to provide timely feedback on executive pay relative to recent performance and to hold management accountable each year for compensation outcomes. Management frames the vote as advisory and non-binding; the option receiving the plurality of votes will be the Company’s considered preference, but the Board may ultimately decide otherwise. The context includes a robust compensation program linking pay to annual and multi-year metrics (Adjusted Net Sales, Adjusted Net Profit, and Adjusted Net Operating Cash Inflows) and recent compensation actions (e.g., exceptional leadership cash bonuses and multi-year RSU grants), which the Board says justify frequent shareholder input. Institutional and governance norms vary: some companies adopt triennial votes to reduce administrative burden, while others prefer annual votes for ongoing accountability—SharkNinja’s Board favors annual oversight given the Company’s active strategic transformation post-separation and recent high-visibility pay decisions. Investors evaluating this item should consider whether annual advisory votes would provide constructive, timely feedback or impose redundant governance costs; the Board’s recommendation reflects a governance preference for more frequent engagement. Because the vote is non-binding, shareholders will effectively register a preference rather than enact a binding rule, but the outcome will influence future Board and compensation committee behavior.
Approve, as a special resolution, an amended and restated Memorandum and Articles of Association to update advance notice periods for shareholder proposals and nominations, incorporate universal proxy rule compliance, and make other immaterial/housekeeping changes.
This special resolution seeks shareholder approval to replace the Company’s existing Amended and Restated Memorandum and Articles of Association with an updated, restated version attached as Appendix A. The amendments principally (i) change the advance notice window for shareholder proposals and director nominations to a 90–120 day window prior to the one-year anniversary of the prior year’s annual general meeting (with accommodations if meeting dates shift by >30 days), (ii) add procedural and disclosure requirements to align with the SEC’s universal proxy rules (including documentation showing compliance with Rule 14a-19 and proxy solicitation thresholds), and (iii) make various immaterial, housekeeping changes to streamline governance. Management frames these changes as modernizing and aligning the Company’s advance notice procedures with market practice for domestic issuers, improving transparency for shareholders and facilitating orderly meeting administration while preserving substantive shareholder rights. The amendment requires a special resolution (two‑thirds approval) reflecting its significance to the Company’s constitutional documents. For investors, the principal governance trade-offs are procedural: the new advance notice window and enhanced documentation requirements may make it marginally more cumbersome for activist or dissident campaigns to qualify candidates quickly, but they also ensure the Company and shareholders have sufficient time and information to evaluate nominees and proposals. The Board’s recommendation emphasizes that these changes are consistent with best practices and do not materially diminish shareholder rights; shareholders should consider the balance between procedural clarity and potential frictions for shareholder-initiated nominations in evaluating the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 10.92% | 15,455,737 | $1.6B |
| 2 | HighTower Advisors, LLC | 4.68% | 6,627,185 | $702M |
| 3 | FMR LLC | 1.78% | 2,518,970 | $267M |
| 4 | UBS Group AG | 1.44% | 2,034,892 | $215M |
| 5 | FIL Ltd | 1.39% | 1,969,081 | $209M |
| 6 | BlackRock, Inc. | 1.29% | 1,830,940 | $194M |
| 7 | ABRAMS BISON INVESTMENTS, LLC | 1.01% | 1,436,000 | $152M |
| 8 | ALLIANCEBERNSTEIN L.P. | 0.92% | 1,308,850 | $146M |
| 9 | FMR LLC | 0.89% | 1,263,388 | $134M |
| 10 | STEADFAST CAPITAL MANAGEMENT LP | 0.87% | 1,231,139 | $130M |
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