Independent
Tenure on this board
0.9 yrs
9 nominees · 3 ballot items.
Elect nine directors; advisory vote to approve 2025 named executive officer compensation (say-on-pay); ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
Elect nine nominees to the Board of Directors to serve until the 2027 Annual Meeting.
Non-binding, advisory vote to approve the 2025 compensation of the Company’s named executive officers.
This is an annual non-binding advisory 'say-on-pay' vote asking shareholders to approve the 2025 compensation of named executive officers as described in the proxy. Management seeks approval to affirm its compensation philosophy and decisions — including variable cash programs tied to revenue growth, PBIT, Vital Goals, and multi-year performance-based RSUs linked to TSR and cumulative PBIT. The Compensation Committee and independent directors recommend a FOR vote, arguing pay is aligned to performance, market-competitive and designed to attract and retain executives while incorporating governance safeguards (clawback, no single-trigger CIC vesting, robust stock ownership guidelines). Shareholder engagement and prior say-on-pay results (95% support in 2025) and adjustments in response to feedback are cited. A FOR vote is non-binding but informs future compensation decisions and signals shareholder support for management’s pay practices.
Ratify appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 10,176,191 | $3.0B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.50% | 8,602,918 | $2.6B |
| 3 | BlackRock, Inc. | 5.07% | 7,932,481 | $2.4B |
| 4 | STATE STREET CORP | 4.45% | 6,970,426 | $2.1B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.47% | 3,865,337 | $1.1B |
| 6 | BlackRock, Inc. | 2.06% | 3,218,993 | $954M |
| 7 | AMERIPRISE FINANCIAL INC | 1.69% | 2,652,679 | $786M |
| 8 | VAN ECK ASSOCIATES CORP | 1.59% | 2,484,365 | $737M |
| 9 | FMR LLC | 1.54% | 2,416,353 | $716M |
| 10 | ALKEON CAPITAL MANAGEMENT LLC | 1.52% | 2,374,162 | $704M |
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