Independent
Tenure on this board
4.7 yrs
8 nominees · 3 ballot items.
Elect eight directors to the Board; cast a non-binding advisory (say-on-pay) vote to approve named executive officer compensation; and ratify Deloitte LLP as the Company’s independent registered public accounting firm for the coming year.
Elect eight directors (Marlene Carl, Lee Matheson, Sandra Matz, Laurenz Malte Nienaber, Allen Taylor, Jeffrey Tory, Stephan Uhrenbacher and David Woroch) to serve on the Board until the next annual meeting or until their successors are elected and qualified.
Advisory, non-binding vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement for fiscal 2025.
This advisory (non-binding) ‘‘say-on-pay’’ proposal asks shareholders to approve the compensation paid to the Company’s Named Executive Officers (NEOs) as disclosed in the proxy statement for the 2026 Annual Meeting. Management frames the vote as a measure to confirm that its mix of cash and equity-based compensation appropriately aligns executive incentives with near-term and long-term corporate objectives, including retention and creation of shareholder value. The Board and Compensation Committee emphasize that compensation is linked to performance via balanced scorecards and long-term equity awards, and they reference the high prior support (92% in 2023) as evidence of shareholder approval of their approach. Because the vote is advisory, it does not bind the Board but serves as an important source of shareholder feedback that the Board and Compensation Committee will consider when setting future pay policies. Key contextual factors include recent leadership transition (appointment of David Woroch as CEO in November 2025), the Company’s use of segment-specific performance metrics since 2023, and significant equity-based awards that tie pay to long-term stock performance. Potential concerns for sophisticated investors include whether the pay-for-performance link is sufficiently rigorous given historical fluctuations in Adjusted EBITDA and net income during multi-year investments (e.g., Ting fiber buildout), the use of discretionary elements in bonus funding and severance protections in certain CEO contracts, and the magnitude and structure of severance/termination benefits disclosed for senior executives. The Board’s stated rationale is to maintain flexibility to attract and retain talent while aligning incentives with long-term value, and it explicitly commits to consider shareholder feedback from this advisory vote when making future compensation decisions. Given its advisory nature, investors will evaluate the proposal by weighing the transparency and specifics of disclosed targets and outcomes, the governance around incentive design and oversight by an independent Compensation Committee, and recent shareholder voting history supporting management’s approach.
Ratify the Audit Committee’s appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | EdgePoint Investment Group Inc. | 19.0% | 2,118,575 | $36M |
| 2 | Blacksheep Fund Management Ltd | 9.8% | 1,091,985 | $19M |
| 3 | Universal- Beteiligungs- und Servicegesellschaft mbH | 4.8% | 533,873 | $9M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 361,244 | $6M |
| 5 | BlackRock, Inc. | 2.1% | 236,454 | $4M |
| 6 | BlackRock, Inc. | 2.0% | 228,175 | $4M |
| 7 | STATE STREET CORP | 1.7% | 184,484 | $3M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 170,247 | $3M |
| 9 | Baader Bank Aktiengesellschaft | 1.5% | 163,270 | $3M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 1.2% | 135,851 | $2M |
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.