Not independent
Tenure on this board
2.0 yrs
3 nominees · 3 ballot items.
Election of three Class III directors; Ratification of Ernst & Young LLP as independent auditors; Advisory approval of named executive officer compensation (Say-on-Pay).
Elect three Class III director nominees (Matthew Bromberg, Keisha Smith, James Whitehurst) to serve until 2029.
Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026.
Our Audit Committee appointed Ernst & Young as independent auditors for 2026 and seeks shareholder ratification as good corporate practice, allowing stockholders to provide input but not legally required. The proposal asks shareholders to ratify EY’s appointment; management recommends a “FOR” vote. If not ratified, the Audit Committee will reconsider the appointment, but even if ratified the Audit Committee retains the right to change auditors during the year if in the Company’s best interest. There are no significant conflicts disclosed; the Audit Committee determined that Ernst & Young’s non-audit services are compatible with independence, and disclosed audit fees for 2024 and 2025. The vote requires a majority of voting power present and is considered a routine matter under NYSE rules, so brokers may vote uninstructed shares.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed. Management frames compensation as pay-for-performance with significant at-risk components (PSUs, RSUs, bonuses), increased PSU weighting and metrics (revenue and Adjusted EBITDA Less SBC Margin) to address stockholder concerns about dilution and performance, and recent changes after a low prior say-on-pay vote. The Board recommends 'FOR' and will consider vote results when setting future compensation. The proposal is non-binding but provides an important governance signal; it's 'non-routine' so brokers cannot vote uninstructed shares.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Silver Lake Group, L.L.C.Activist | 7.96% | 34,735,404 | $762M |
| 2 | SC US (TTGP), LTD. | 7.29% | 31,824,924 | $698M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.26% | 18,587,893 | $408M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.56% | 15,557,101 | $341M |
| 5 | Atreides Management, LP | 2.84% | 12,385,322 | $272M |
| 6 | Slate Path Capital LP | 2.60% | 11,349,752 | $249M |
| 7 | BlackRock, Inc. | 1.97% | 8,608,657 | $189M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 1.85% | 8,057,482 | $177M |
| 9 | TWO SIGMA INVESTMENTS, LP | 1.81% | 7,908,699 | $174M |
| 10 | BlackRock, Inc. | 1.63% | 7,118,263 | $156M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.