Not independent
Tenure on this board
2.0 yrs
9 nominees · 4 ballot items.
Stockholders will vote to elect nine directors, approve (on an advisory basis) executive compensation (Say-on-Pay), ratify Ernst & Young LLP as the independent auditor for 2026, and transact any other business properly presented at the meeting.
Elect nine nominees to serve one-year terms expiring at the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding, advisory vote approving the Company’s disclosed executive compensation for named executive officers. Management frames the vote as a broad endorsement of its compensation philosophy and implementation, emphasizing a pay-for-performance approach with a very large portion of CEO and NEO target compensation delivered through equity and performance-based awards to align management incentives with stockholder outcomes. The Compensation Committee cites stockholder outreach and prior say-on-pay support as reasons for retaining the overall program while making targeted adjustments; it highlights that equity-based and incentive pay constituted the majority of executive target compensation in 2025 and that realized pay was materially impacted by operating performance and stock price movement. The proposal is advisory and non-binding, but management asserts the Board and Compensation Committee will consider the vote’s outcome in setting future compensation. Context matters: 2025 performance fell short of rigorous internal targets, PSUs paid below target in many cases, and the Committee adjusted 2026 pay decisions (for example, reducing the CEO’s target equity award) in response. For sophisticated investors, key governance considerations include the firm’s heavy reliance on PSUs tied to adjusted EBITDA and multi-year revenue CAGR metrics, the detailed target setting and caps (200%), and the disclosed severance/change-in-control provisions that could affect realized pay. The Board recommends FOR, arguing the structure aligns pay with long-term value creation, supports retention through multi-year vesting, and reflects responsive engagement with stockholders. Analyzing the proposal requires weighing the rigor and transparency of performance metrics and the degree to which realized payouts have tracked operational results versus market factors.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Consider and act upon any other matters properly presented at the annual meeting or any adjournments or postponements.
This item is a procedural, catch‑all proposal that authorizes consideration of any additional matters properly presented at the virtual annual meeting or any adjournments thereof. It does not propose a specific substantive action or policy change; rather, it permits the meeting to address unforeseen motions, ministerial matters, or questions that arise during the meeting. From a governance perspective, inclusion of this item is standard practice to ensure the meeting’s agenda can accommodate routine or procedural matters without requiring a special meeting. Because no specific resolution is set forth, the Board offers no express recommendation and typically treats votes on this item as administrative. For investors evaluating meeting risk, this item rarely affects corporate strategy or governance outcomes absent supplemental proxy materials or a properly noticed stockholder proposal; any substantive matter presented under this agenda item would still be subject to applicable notice, disclosure and voting rules. Analysts should note that the presence of this item does not signal pending material transactions or governance changes; instead it preserves procedural flexibility for the chair and the holders entitled to bring properly noticed matters before the meeting. If material business were introduced under this heading, it would normally be accompanied by supplemental disclosures and formal proposal language in advance to allow informed voting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.81% | 12,295,094 | $67M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 4.48% | 8,085,542 | $44M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.35% | 7,857,169 | $43M |
| 4 | Point72 Asset Management, L.P.Activist | 4.28% | 7,721,495 | $42M |
| 5 | BlackRock, Inc. | 3.93% | 7,096,959 | $39M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.38% | 6,100,801 | $33M |
| 7 | BlackRock, Inc. | 3.03% | 5,463,064 | $30M |
| 8 | Allianz Asset Management GmbH | 2.65% | 4,791,363 | $26M |
| 9 | STATE STREET CORP | 2.42% | 4,359,751 | $24M |
| 10 | Voss Capital, LP | 2.33% | 4,200,000 | $23M |
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