Independent
Tenure on this board
6.2 yrs
13 nominees · 3 ballot items.
Elect 13 directors; ratify Deloitte & Touche LLP as independent auditor for fiscal 2026; and approve, on an advisory basis, the compensation of the Company’s named executive officers for 2025 (say-on-pay).
Elect 13 director nominees named in the Proxy Statement to the Company’s Board of Directors to serve until the next annual meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Conduct a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers for 2025 as disclosed in the Proxy Statement.
This management proposal requests a non-binding advisory approval of the Company’s 2025 executive compensation as described in the proxy (CD&A, Summary Compensation Table and related disclosure). Management seeks shareholder endorsement to validate its pay-for-performance philosophy, which it says ties a substantial portion of executive pay to corporate metrics (Service Revenues, Total Net Additions, Core Adjusted EBITDA and Adjusted Free Cash Flow) and to long-term incentives (RSUs and PRSUs tied to RTSR and FCF). The Board and Compensation Committee recommend FOR the proposal, citing strong 2025 operational and financial results and governance features such as an independent compensation consultant, stock ownership guidelines, and an SEC- and Nasdaq-compliant clawback policy. The vote is advisory only but the Board will review and consider results when setting future compensation policies; the Company also follows a triennial say-on-pay schedule, so the next advisory vote is expected in 2029. Key contextual factors include a 2025 CEO transition (Gopalan assumed CEO on November 1, 2025), substantial one-time recruitment and sign-on awards paid in 2025 to the incoming CEO, and continued heavy reliance on performance-based and equity compensation (over 90% of target pay at risk for many NEOs). Management emphasizes retention and alignment with stockholders via multi-year PRSUs (RTSR and FCF components) and caps on payout ranges; critics might focus on the size of certain one-time awards and severance/change-in-control protections. For sophisticated evaluation, relevant metrics include the STIP attainment (161% of target in 2025), RTSR and FCF outcomes tied to PRSU payouts, and the company’s disclosure of rigorous benchmarking and governance controls; investors should weigh these design features and disclosed outcomes against pay levels and one-time awards when deciding whether to support management’s approach.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.75% | 29,726,319 | $6.2B |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.56% | 27,653,885 | $5.8B |
| 3 | STATE STREET CORP | 2.19% | 23,719,298 | $5.0B |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 1.49% | 16,106,633 | $3.4B |
| 5 | BlackRock, Inc. | 1.21% | 13,059,990 | $2.7B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.01% | 10,880,991 | $2.3B |
| 7 | BlackRock, Inc. | 0.96% | 10,407,927 | $2.2B |
| 8 | SOFTBANK GROUP CORP. | 0.92% | 10,000,000 | $2.1B |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.92% | 9,935,386 | $2.1B |
| 10 | MORGAN STANLEY | 0.76% | 8,177,277 | $1.7B |
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