Independent
Tenure on this board
8.4 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (Michael Brown, Byron Deeter, Vahe Kuzoyan); ratify PwC as independent registered public accounting firm for fiscal year ending January 31, 2027; and approve, on an advisory (non-binding) basis, the frequency (1, 2, or 3 years, or abstain) of future Say-on-Pay votes, with the board recommending a 1‑year frequency.
Elect three Class II directors — Michael Brown, Byron Deeter, and Vahe Kuzoyan — to serve until the 2029 annual meeting and until their respective successors are duly elected and qualified.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027.
An advisory (non-binding) vote for stockholders to indicate whether future advisory votes on the compensation of named executive officers should occur every 1, 2, or 3 years (or abstain); the board recommends voting for a frequency of '1 YEAR'.
This management proposal requests an advisory, non-binding instruction from stockholders on how often the Company should hold Say-on-Pay votes (options: 1, 2, or 3 years, or abstain). Under Dodd‑Frank and SEC rules, this frequency vote is advisory only; it does not directly change executive compensation but signals shareholder preferences to the board and compensation committee. Management and the board support an annual vote, arguing that a yearly Say‑on‑Pay provides more timely and direct feedback on pay practices relative to the Company’s annual disclosures, and fosters an ongoing dialogue with investors about compensation and governance matters. The board’s recommendation reflects a governance judgment balancing responsiveness to investors with administrative considerations; the proxy statement explains that the board weighed the benefits and consequences of each alternative before endorsing a 1‑year frequency. Because the outcome is advisory, the board will still retain discretion but commits to consider the vote’s outcome when setting future frequency. From an investor perspective, annual votes offer more frequent accountability and quicker feedback loops but may impose more frequent engagement and administrative burden compared with multi‑year approaches; multi‑year options can reduce administrative costs and provide longer horizons for evaluating compensation outcomes. The proxy also notes the procedural fallback that if no option secures a majority the plurality (the option receiving the highest votes) will be deemed preferred, and that broker non‑votes do not affect the outcome. For analysts evaluating governance, this proposal is a standard post‑Dodd‑Frank governance item where the key considerations are board responsiveness, investor engagement history, and whether past Say‑on‑Pay outcomes or pay controversies suggest more frequent shareholder input is warranted. Institutional investors often favor annual votes for engagement reasons; thus management’s recommendation aligns the board with a commonly held investor preference and signals willingness to engage regularly on compensation practices. Overall, while non‑binding, the vote functions as an important governance metric that can influence future compensation committee behavior and investor relations strategy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ICONIQ Capital, LLC | 8.94% | 8,514,137 | $907M |
| 2 | Deer Management Co. LLC | 6.08% | 5,796,012 | $617M |
| 3 | VANGUARD GROUP INC | 4.69% | 4,472,294 | $476M |
| 4 | Battery Management Corp. | 3.46% | 3,299,941 | $351M |
| 5 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 3.06% | 2,918,562 | $311M |
| 6 | FRANKLIN RESOURCES INC | 1.97% | 1,879,625 | $200M |
| 7 | GENERATION INVESTMENT MANAGEMENT LLP | 1.84% | 1,751,224 | $187M |
| 8 | Index Venture Growth Associates IV Ltd | 1.80% | 1,711,862 | $182M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 1.77% | 1,684,550 | $179M |
| 10 | Artisan Partners Limited Partnership | 1.70% | 1,617,353 | $172M |
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