Independent
Tenure on this board
20.1 yrs
3 nominees · 4 ballot items.
Elect three Class I directors; advisory vote to approve named executive officer compensation; ratify PricewaterhouseCoopers LLP as independent auditor; approve Third Amended and Restated 2023 Stock Incentive Plan (increase share reserve and extend term).
Elect three Class I directors (Normand A. Boulanger, David A. Varsano, Michael J. Zamkow) to serve three-year terms ending at the 2029 annual meeting.
Non-binding, advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to approve, on a non-binding advisory basis, the company’s executive compensation program as disclosed in the proxy statement. Management seeks approval to validate its pay-for-performance design, which emphasizes formulaic annual bonuses tied to four equally weighted financial metrics and long-term incentives heavily weighted to performance stock units with relative TSR modifiers. The Board recommends FOR because the Compensation Committee believes the program aligns executives’ interests with long-term shareholder value, has been shaped by stockholder feedback and independent compensation advisors, and includes governance safeguards (clawbacks, ownership guidelines, no single-trigger CIC vesting). A FOR vote signals stockholder support for the committee’s approach; a significant vote against could lead the committee to re-evaluate elements. The vote is advisory and non-binding, but the Board intends to consider results in future compensation design decisions.
Ratify PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal 2026.
Approve third amendment and restatement of the 2023 Stock Incentive Plan to increase share reserve by 10,000,000 shares and extend the plan term by one year (to ten years from approval).
This management proposal requests shareholder approval to amend and restate the company’s 2023 Stock Incentive Plan to add 10 million shares to the plan reserve and extend the plan term by one year. Management argues the increase is needed to support anticipated equity grants used to attract and retain talent and align pay with shareholder interests; the Board and Compensation Committee considered historical share usage, advice from an independent compensation consultant, dilution impacts and peer practices before proposing the increase. The requested 10 million-share increase represents approximately 4.0% incremental dilution on a fully-diluted basis as of March 25, 2026, and management expects the addition to provide capacity for roughly one year of grants. The Plan retains many governance safeguards (no evergreen, conservative share counting, no liberal recycling, minimum vesting, limits on non-employee director pay, no dividend equivalents on unvested awards, no repricings without shareholder approval, clawback provisions, and no change-in-control tax gross-ups). If shareholders do not approve, current plan terms remain and the Company may face constraints on making further equity grants, potentially undermining competitive compensation practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.56% | 10,974,325 | $742M |
| 2 | PZENA INVESTMENT MANAGEMENT LLC | 4.03% | 9,699,260 | $655M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.84% | 9,247,187 | $625M |
| 4 | JANUS HENDERSON GROUP PLC | 3.26% | 7,860,946 | $531M |
| 5 | FMR LLC | 2.78% | 6,690,483 | $452M |
| 6 | STATE STREET CORP | 2.60% | 6,254,406 | $423M |
| 7 | BlackRock, Inc. | 2.32% | 5,586,453 | $377M |
| 8 | CITADEL ADVISORS LLC | 2.22% | 5,346,673 | $361M |
| 9 | BANK OF MONTREAL /CAN/ | 1.92% | 4,620,464 | $312M |
| 10 | BlackRock, Inc. | 1.81% | 4,360,485 | $295M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.