Not independent
Tenure on this board
16.9 yrs
11 nominees · 2 ballot items.
Two management proposals: (1) approve a one-time repricing of up to 16,877,828 outstanding stock options granted under the 2025 Incentive Award Plan to reduce exercise prices to the Special Meeting closing price, and (2) approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies to obtain approval of Proposal One.
Approve a one-time repricing of certain outstanding stock options (up to 16,877,828 shares) granted under the 2025 Incentive Award Plan by reducing exercise prices above the Special Meeting closing price to that closing price, subject to eligibility conditions and exclusions.
This management proposal requests stockholder approval for a one-time repricing of up to 16,877,828 outstanding stock options granted under the 2025 Incentive Award Plan by reducing the exercise price of any Eligible Option that exceeds the Special Meeting closing price to that closing price. Management and the board argue the repricing is necessary because many options are underwater due to adverse market price movements, which undermines their retention and incentive value. The board and Compensation Committee considered alternatives (exchanges, additional grants, waiting for market recovery) and retained independent consultants (Compensia and Equity Methods) before concluding repricing is the most effective, straightforward, and cost-efficient method to restore incentive alignment. The proposal excludes certain awards (Performance Option to CEO, ISOs, and awards held by non-employee directors) and conditions participation on continued service through the Effective Date, with a forfeiture/reversion mechanism if the holder terminates or exercises within six months. The company will recognize any incremental ASC Topic 718 compensation expense resulting from the repricing, and tax consequences are addressed (NSO treatment and Section 162(m) limits). The board acknowledges that executives will benefit from the repricing and discloses that potential conflict, but nonetheless recommends the measure as in stockholders’ interest to preserve employee retention and alignment. Approval requires a majority of votes cast; abstentions and broker non-votes will not affect outcome. The board recommends a FOR vote, emphasizing retention, alignment with shareholders, and support from independent advisors.
Authorize the adjournment of the Special Meeting, if necessary, to solicit additional proxies to obtain sufficient votes to approve Proposal One.
This procedural management proposal asks stockholders to authorize adjournment(s) of the Special Meeting solely to permit additional solicitation of proxies if there are insufficient votes to approve Proposal One at the time of the meeting. Practically, approval gives the company flexibility to pause the meeting and continue soliciting support from directors, officers, employees, and other stockholders to reach the required majority for the repricing proposal. The proposal is narrowly tailored—if approved, the company will use adjournment time only to solicit votes and will ask stockholders to vote only on this adjournment matter at the moment of adjournment; it does not change substantive governance rules. The board recommends FOR to preserve its ability to secure an adequate shareholder vote on Proposal One without needing to reconvene a separate meeting. The vote requires a majority of votes cast, and abstentions and broker non-votes will not affect the outcome; brokers lack discretionary authority since this is non-routine. Given the company’s reliance on stockholder approval for the repricing, the adjournment authority is a common and routine procedural safeguard to complete solicitation if initial votes fall short. The recommendation aligns with management’s interest in ensuring stockholder consideration of Proposal One, and it poses minimal policy change or dilution risk by itself.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 6.66% | 31,285,823 | $566M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.94% | 27,899,665 | $504M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.12% | 19,380,271 | $350M |
| 4 | TWO SIGMA INVESTMENTS, LP | 3.63% | 17,050,857 | $308M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 3.14% | 14,734,941 | $266M |
| 6 | BlackRock, Inc. | 2.94% | 13,836,031 | $250M |
| 7 | Invesco Ltd. | 2.67% | 12,541,933 | $227M |
| 8 | Alyeska Investment Group, L.P. | 2.37% | 11,119,709 | $201M |
| 9 | FEDERATED HERMES, INC. | 2.22% | 10,438,669 | $189M |
| 10 | BlackRock, Inc. | 2.21% | 10,383,528 | $188M |
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