Not independent
Tenure on this board
10.8 yrs
9 nominees · 3 ballot items.
Stockholders will vote to elect nine directors, ratify PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the 2026 fiscal year, and cast a non-binding advisory vote on the frequency (one, two or three years) of future say-on-pay votes (the Board recommends a three-year frequency).
Elect nine directors nominated by the Board to serve until the next annual meeting and their successors.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to indicate whether future advisory votes to approve executive compensation (say-on-pay) should occur every one, two, or three years (Board recommends three years).
This advisory proposal asks stockholders to indicate, on a non-binding basis, whether the Company should hold future advisory votes to approve executive compensation every one, two, or three years (the "say-on-frequency" choice that will determine how often the Board solicits a say-on-pay vote). Management explains that the first binding-style say-on-pay vote will occur in 2027 and stresses that the outcome of this advisory frequency vote is non-binding, though the Board and the Compensation Committee will carefully consider the results in setting future practice. The Board recommends a triennial (three-year) frequency, arguing it is the most appropriate balance between meaningful shareholder input and allowing time for the Company’s long-term compensation programs—particularly performance-based, multi-year equity awards—to mature and produce measurable outcomes. A three-year vote cadence aligns with the Company’s use of multi-year performance-based RSUs (PSUs) tied to multi-year revenue growth and relative TSR metrics, reducing the risk that short-term fluctuations drive compensation decisions. For governance-focused investors, a triennial recommendation may be seen as limiting immediate accountability compared with annual votes; however, management underscores that the vote remains advisory and the Board will consider stockholder sentiment. The Committee’s deference to a three-year cycle likely reflects an intent to reduce administrative and engagement costs and to provide stability and predictability for long-term incentive design, while still retaining responsiveness to major shareholder concerns. If stockholders prefer more frequent input, they can vote for one- or two-year frequencies; the Board has committed to give weight to the prevailing stockholder preference even though it is not legally bound. In evaluating the proposal, analysts should weigh the Company’s governance posture, the structure of its 2025 PSUs and RSUs, and recent shareholder returns and engagement history to assess whether a triennial cadence appropriately balances accountability and long-term incentive effectiveness.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARK Investment Management LLC | 5.4% | 9,607,745 | $434M |
| 2 | GC Wealth Management RIA, LLC | 3.7% | 6,611,211 | $299M |
| 3 | SOFTBANK GROUP CORP. | 3.0% | 5,405,406 | $244M |
| 4 | BAILLIE GIFFORD CO | 3.0% | 5,331,864 | $241M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.7% | 4,918,122 | $222M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.6% | 4,679,057 | $212M |
| 7 | BlackRock, Inc. | 2.5% | 4,575,375 | $207M |
| 8 | Sumitomo Mitsui Trust Group, Inc. | 2.4% | 4,326,313 | $196M |
| 9 | Amova Asset Management Americas, Inc. | 2.4% | 4,326,313 | $196M |
| 10 | UBS Group AG | 1.5% | 2,768,551 | $125M |
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