Independent
Tenure on this board
2.1 yrs
9 nominees · 3 ballot items.
Election of nine directors; Advisory (non-binding) vote to approve executive compensation (say-on-pay); Ratification of Ernst & Young LLP as independent auditors for 2026.
Elect nine directors nominated by the Board to serve one-year terms.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This is a routine advisory management proposal asking shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy. Management seeks a favorable vote to confirm shareholder support for its compensation philosophy and practices, which emphasize linkage of pay to performance, long-term equity incentives, robust stock ownership guidelines, and risk-mitigating governance features. The Board and Compensation Committee describe detailed compensation elements (base salary, annual cash incentives tied to adjusted EBITDA and adjusted revenue, and long-term equity awards composed of performance stock units and restricted stock) and note the involvement of independent compensation consultants and peer-group benchmarking. Management’s rationale emphasizes recent strong company performance in 2025, alignment with shareholder interests, and historical strong shareholder support in prior say-on-pay votes. The Board recommends voting FOR this non-binding proposal, noting that it will consider the advisory vote results in future compensation decisions.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the independent auditors for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Freemont Capital Pte Ltd | 14.81% | 6,304,914 | $545M |
| 2 | BlackRock, Inc. | 10.39% | 4,424,978 | $382M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.45% | 2,744,075 | $237M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 1,912,893 | $165M |
| 5 | JANUS HENDERSON GROUP PLC | 4.03% | 1,714,036 | $148M |
| 6 | STATE STREET CORP | 3.82% | 1,626,754 | $141M |
| 7 | BlackRock, Inc. | 2.87% | 1,220,285 | $105M |
| 8 | WESTWOOD HOLDINGS GROUP INC | 2.77% | 1,177,734 | $102M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.22% | 944,287 | $82M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.10% | 892,469 | $77M |
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.