Not independent
Tenure on this board
26.3 yrs
7 nominees · 4 ballot items.
Election of seven directors; ratification of PwC as auditors; approval of Amendment No. 2 to the 2016 Omnibus Long-Term Incentive Plan to increase share reserve by 5,380,000; advisory approval of executive compensation (say-on-pay).
Election of seven director nominees (John B. Wood, David Borland, Bonnie Carroll, Derrick D. Dockery, Brad Jacobs, John W. Maluda, Fredrick D. Schaufeld) to serve until the 2027 Annual Meeting.
Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Approve Amendment No. 2 to increase shares available under the 2016 LTIP by 5,380,000 shares (subject to stockholder approval).
The Board seeks shareholder approval to amend the Company’s 2016 LTIP to increase the share reserve by 5,380,000 shares, citing the need to attract and retain talent and avoid increasing cash compensation. Management emphasizes that the additional shares are necessary for recruiting and retention, that many recent grants are performance-conditioned and may not vest fully, and that existing share repurchases and plan features mitigate dilution. The board argues that without the amendment it may need to increase cash compensation and take other strategic actions that could impair cash flow and hinder recruitment. The plan amendment would become effective if approved and would increase the aggregate authorized shares under the Plan, as reflected in a draft Exhibit A attached to the proxy. The Board’s recommendation is FOR, grounded in the strategic need to maintain competitive equity-based compensation and balance dilution concerns against hiring and retention risks.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy (say-on-pay).
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation program as disclosed in the proxy. Management seeks affirmation of its pay-for-performance approach, which in 2025 emphasized performance-based incentives tied to bookings, Adjusted EBITDA, and multi-year PSU performance tied to relative TSR and free cash flow conditions. The Board recommends a FOR vote, citing strong 2025 financial results, extensive performance-based compensation design, stockholder engagement following a 2023 say-on-pay failure, and governance safeguards like clawback policies and independent committee oversight.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BARCLAYS PLC | 12.59% | 9,416,413 | $39M |
| 2 | PINNACLE ASSOCIATES LTD | 3.06% | 2,291,029 | $10M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.04% | 2,277,519 | $10M |
| 4 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 3.01% | 2,248,442 | $9M |
| 5 | MASTERS CAPITAL MANAGEMENT LLC | 2.67% | 2,000,000 | $8M |
| 6 | BlackRock, Inc. | 2.67% | 1,997,532 | $8M |
| 7 | WEBER CAPITAL MANAGEMENT LLC /ADV | 2.36% | 1,766,520 | $7M |
| 8 | D. E. Shaw Co., Inc.Activist | 2.21% | 1,650,265 | $7M |
| 9 | BlackRock, Inc. | 1.93% | 1,445,906 | $6M |
| 10 | ACADIAN ASSET MANAGEMENT LLC | 1.90% | 1,418,616 | $6M |
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