Independent
Tenure on this board
5.4 yrs
10 nominees · 4 ballot items.
Elect ten directors; ratify Deloitte & Touche LLP as independent auditors; approve amended and restated 2017 Omnibus Incentive Compensation Plan; advisory approval of named executive officer compensation (say-on-pay).
Elect ten directors to serve until the next annual meeting and until their successors are elected and qualified.
Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Approve an amendment and restatement of the Company’s 2017 Omnibus Incentive Compensation Plan to increase the share reserve and make technical and governance updates.
Proposal requests shareholder approval to amend and restate the 2017 Omnibus Incentive Compensation Plan to increase the share reserve by 19,900,000 shares (to a total of 22,024,760 available for future grants less grants after Dec 31, 2025) and to adopt technical, governance, and tax-related updates (fixed ten-year term, no discounts, no evergreen provision, no repricing without shareholder approval, director compensation caps, clawback provisions, payment of dividends only on vested awards, updated SEC/Code-related clarifications). Management seeks approval because the current plan reserve (2,124,760 shares remaining as of Dec 31, 2025) is insufficient for future grants and equity is central to the company’s pay-for-performance and retention goals; the board and Compensation Committee recommend a vote FOR citing alignment with shareholders, retention, and competitive compensation practices. The Committee retains discretion over award types, sizing and recipients; shareholder approval is required to implement the increased share reserve and certain plan changes; approving the plan will supply equity capacity through the next decade while preserving governance features like no repricing without shareholder approval and clawbacks; failure to approve may force replacement of equity with cash, potentially increasing expense and reducing alignment. The plan contains customary change-in-control and substitute award provisions and preserves limits on discounts and repricings, while removing certain per-participant limits to align with market practice. The effective vote standard is majority of votes cast.
Advisory (non-binding) 'say-on-pay' vote to approve the company’s executive compensation disclosure and policies for named executive officers.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of the company’s named executive officers as disclosed in the proxy materials. Management argues its pay program aligns with performance, emphasizes pay-for-performance, includes meaningful equity incentives, clawback and ownership policies, and had strong prior shareholder support (99.5% in 2025). The board and Compensation Committee recommend FOR, noting alignment with shareholder interests and use of independent consultant; a favorable vote provides governance validation though the vote is advisory and the committee retains discretion to adjust compensation policies in response to feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Blueprint Investment Partners LLC | 3.5% | 6,100,413 | $161M |
| 2 | Blueprint Financial Advisors LLC | 3.5% | 6,100,413 | $161M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 2.7% | 4,787,087 | $126M |
| 4 | BlackRock, Inc. | 2.4% | 4,234,305 | $112M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.7% | 2,963,897 | $78M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 1.4% | 2,458,836 | $65M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 1.4% | 2,402,218 | $63M |
| 8 | FIRST TRUST ADVISORS LP | 1.3% | 2,277,720 | $60M |
| 9 | DEPRINCE RACE ZOLLO INC | 1.2% | 2,160,106 | $57M |
| 10 | EARNEST PARTNERS LLC | 1.2% | 2,077,769 | $55M |
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