Not independent
Tenure on this board
4.0 yrs
9 nominees · 3 ballot items.
Election of nine directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal 2026.
Elect nine directors nominated by the board to serve one-year terms until the 2027 annual meeting.
Non-binding advisory vote to approve compensation of named executive officers (Say-on-Pay).
This proposal requests a non-binding advisory approval of the company’s named executive officers’ compensation as disclosed in the proxy statement. Management frames the pay program as designed to attract, motivate and retain talent and align pay with long-term stockholder value through a mix of base salary, STIP cash incentives measured by Adjusted EBITDA, Net Revenue and Customer Experience, and long-term equity awards (RSUs and PSUs tied to revenue and adjusted free cash flow). The compensation committee uses independent consultants and peer benchmarking; the CEO receives no compensation. The board recommends a "FOR" vote, citing program effectiveness and prior shareholder support (over 99% in 2025). The vote is advisory; the board will consider results in future compensation decisions but is not bound to implement them.
Ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SOFTBANK GROUP CORP. | 3.32% | 20,000,000 | $1.1B |
| 2 | SOFTBANK GROUP CORP. | 2.96% | 17,825,312 | $948M |
| 3 | Walmart Inc. | 2.49% | 15,000,000 | $798M |
| 4 | BAILLIE GIFFORD CO | 1.24% | 7,470,046 | $397M |
| 5 | SVF Sponsor III (DE) LLC | 0.93% | 5,590,000 | $297M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.63% | 3,770,318 | $201M |
| 7 | BAILLIE GIFFORD CO | 0.52% | 3,104,561 | $165M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 0.48% | 2,915,736 | $155M |
| 9 | SOFTBANK GROUP CORP. | 0.33% | 2,000,000 | $106M |
| 10 | FMR LLC | 0.25% | 1,493,503 | $79M |
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