Not independent
Tenure on this board
13.6 yrs
Also a director at
National Cinemedia Inc (NCMI)
10 nominees · 3 ballot items.
Stockholders will vote to elect ten directors, ratify KPMG LLP as the Company’s independent registered public accounting firm, and approve, on an advisory basis, the compensation of the Company’s named executive officers (Say on Pay).
Elect ten directors to the Board of Directors, each to hold office for a one-year term.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A 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 2025 disclosed compensation for the named executive officers. Management is seeking shareholder approval to confirm that its executive pay program — which combines base salary, annual cash bonuses tied to performance, time-based RSUs and performance-based RSUs/PSUs, and deferred compensation options — reflects appropriate alignment with company performance and long-term shareholder interests. The Company highlights design features intended to align pay and performance, including multi-year PRSUs tied to cumulative adjusted EBITDA growth, time-based RSUs that vest over multiple years, and a clawback policy adopted in 2023; the CEO’s 2025 bonus was paid in RSUs to further align incentives with long-term value. The advisory vote is non-binding, but the Board and Compensation Committee state they will consider the voting outcome when setting future compensation. Contextually, the Company received strong prior support — the 2025 say-on-pay was approved by 92.6% of votes cast — which management cites as evidence of shareholder endorsement of their approach. The Board’s recommendation to vote FOR is framed around retention and incentivization needs (including recent retention awards and the NQDCP), competitive benchmarking, and promoting long-term value creation while seeking to limit excessive risk-taking through governance and committee oversight. Given the advisory nature, a FOR vote signals shareholder acceptance of the current compensation philosophy and metrics; a significant negative vote would prompt the Board and Compensation Committee to re-evaluate plan design, disclosures, and governance practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | THRIVENT FINANCIAL FOR LUTHERANS | 4.67% | 905,326 | $79M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.21% | 816,155 | $71M |
| 3 | ArrowMark Colorado Holdings LLC | 3.85% | 745,423 | $65M |
| 4 | BlackRock, Inc. | 3.77% | 729,502 | $63M |
| 5 | FIRST TRUST ADVISORS LP | 3.56% | 689,905 | $60M |
| 6 | DRIEHAUS CAPITAL MANAGEMENT LLC | 3.32% | 642,731 | $56M |
| 7 | BlackRock, Inc. | 2.89% | 560,160 | $49M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.76% | 534,848 | $46M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.66% | 514,953 | $45M |
| 10 | FMR LLC | 2.39% | 462,510 | $40M |
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