Independent
Tenure on this board
21.8 yrs
11 nominees · 4 ballot items.
Election of eleven directors; Advisory approval of executive compensation (“say-on-pay”); Approval of Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan (increase Class C shares reserved and other changes); Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending March 31, 2027.
To elect eleven directors nominated by the Board to serve until the next annual meeting and until their successors are elected and qualified.
Advisory (non-binding) vote to approve named executive officers’ compensation as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks stockholders to approve, on a non-binding basis, the company’s executive compensation as disclosed in the proxy statement. Management seeks affirmation that its pay programs, which tie compensation to adjusted operating income, currency neutral net revenue, and equity awards (including the CEO’s performance-based stock-price hurdle awards), reflect appropriate alignment with stockholder interests and performance. The Human Capital and Compensation Committee used independent compensation consultants and various performance metrics and adjustments, including tariff-related adjustments and pay-for-performance features. A FOR vote supports management’s approach and provides feedback; a negative vote would prompt the committee to analyze causes and engage with stockholders. The board recommends a FOR vote because it believes the programs incentivize profitable growth, balance short- and long-term goals, and incorporate governance safeguards including clawbacks and stock ownership guidelines.
To approve the Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan to increase Class C shares available by 20,000,000, extend plan term, remove certain individual award limits, and clarify director limits.
Management seeks shareholder approval to amend and restate the existing long-term incentive plan primarily to increase the Class C share reserve by 20 million shares and extend the plan term to July 13, 2036. The proposal is driven by the company's need to maintain an adequate equity pool for future grants to executives, employees and directors to attract, retain and incentivize talent, align long-term interests with stockholders, and support ongoing compensation programs. Management explains current share usage, run-rate and overhang metrics and argues the increase is reasonable relative to historical grant levels and expected needs. The amendment would also remove certain individual award caps and align non-employee director limits to the director compensation plan, providing administrative flexibility. The Board recommends a FOR vote because equity awards are central to compensation strategy and the proposed increase and amendments are presented as necessary to maintain competitiveness and alignment with stockholder interests.
To ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year ending March 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FAIRFAX FINANCIAL HOLDINGS LTD/ CAN | 10.56% | 45,356,965 | $290M |
| 2 | BlackRock, Inc. | 4.73% | 20,322,201 | $130M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.78% | 11,951,224 | $76M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 2.00% | 8,594,969 | $55M |
| 5 | STATE STREET CORP | 1.79% | 7,682,658 | $49M |
| 6 | Sixth Street Partners Management Company, L.P. | 1.57% | 6,750,798 | $43M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.57% | 6,750,798 | $43M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 1.41% | 6,059,026 | $39M |
| 9 | T. Rowe Price Investment Management, Inc. | 1.35% | 5,799,105 | $37M |
| 10 | D. E. Shaw Co., Inc.Activist | 1.27% | 5,457,785 | $35M |
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