Not independent
Tenure on this board
1.5 yrs
9 nominees · 3 ballot items.
Stockholders will vote to elect nine directors, ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026, cast an advisory (non-binding) 'say-on-pay' vote to approve named executive officer compensation, and consider any other properly presented business.
Elect nine director nominees (Sally Ashford, Stephen A. Carter, David Flaschen, M. Sean Griffey, Don Hawk, Patrick Martell, Gary Nugent, Perfecto Sanchez, and Christina Van Houten) each to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
Ratify the Audit Committee's selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company's named executive officers as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis and compensation tables.
This advisory "say-on-pay" proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the Company's named executive officers as disclosed in the proxy. Management seeks this advisory approval to obtain stockholder feedback on its pay programs and to validate that its executive pay philosophy—aligning pay with long-term company performance and retention objectives—has stockholder support. The Compensation Committee designs pay packages combining salary, annual cash incentives tied to revenue and operating profit targets, retention awards, and multi-year RSU grants to align management incentives with operational and strategic goals. The Company notes that 2025 results did not meet bonus thresholds and that the Compensation Committee uses a variety of performance measures and discretion to assess awards; the advisory vote allows stockholders to weigh in on that approach. The Board expressly recommends a "FOR" vote and commits to considering the outcome and shareholder feedback when setting future compensation. Governance context includes the Company's controlled status under the Stockholders Agreement with Informa, the role of the Compensation Committee, and recent retention and RSU grant practices described in the proxy. While the vote is non-binding, a negative result would signal stockholder concerns that could prompt the Compensation Committee to revise metrics, mix of short- and long-term incentives, disclosure, or other pay practices. Given the Company’s recent corporate combination with Informa and the Compensation Committee’s stated pay-for-performance philosophy and clawback policy, the proposal frames executive pay within both post-transaction integration considerations and standard governance oversight. Investors evaluating the proposal should weigh the Company’s stated alignment mechanisms, recent 2025 operational performance and impairment-related impacts on reported net income, and the Board’s responsiveness to advisory outcomes when assessing the merits of supporting the recommendation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Lynrock Lake LP | 11.1% | 8,013,250 | $31M |
| 2 | Trigran Investments, Inc. | 4.8% | 3,461,208 | $13M |
| 3 | RICE HALL JAMES ASSOCIATES, LLC | 3.0% | 2,158,390 | $8M |
| 4 | EVR Research LP | 1.8% | 1,280,000 | $5M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 1,258,214 | $5M |
| 6 | Impax Asset Management Group plc | 1.7% | 1,238,887 | $5M |
| 7 | BlackRock, Inc. | 1.4% | 986,996 | $4M |
| 8 | BlackRock, Inc. | 1.1% | 813,530 | $3M |
| 9 | BANK OF AMERICA CORP /DE/ | 1.1% | 769,602 | $3M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.9% | 662,097 | $3M |
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