Not independent
Tenure on this board
21.4 yrs
6 nominees · 3 ballot items.
Elect six directors to the board; ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026; and approve, on a non-binding advisory basis, the compensation of the Named Executive Officers (say-on-pay).
Elect six directors — Amir Adnani, Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty — to serve until the 2027 Annual Meeting of Stockholders.
Ratify the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2026.
A non-binding, advisory vote to approve the compensation of the Company's Named Executive Officers as disclosed in the Proxy Statement for the 2026 Annual Meeting.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation as disclosed in the proxy, effectively endorsing the Compensation Committee’s pay decisions for Named Executive Officers. Management is seeking shareholder approval to validate its pay-for-performance approach, which relies on a mix of cash (STIP) and performance- and time-based equity awards (PRSUs and RSUs) tied to operational milestones, balance sheet strength, safety metrics and relative TSR benchmarks. The advisory vote is not binding but serves as an important signal to the Board and Compensation Committee on investor sentiment and may influence future compensation design. The Company emphasizes governance protections supporting the program, including an independent Compensation Committee, engagement with an independent advisor (GGA), a clawback policy and anti-hedging/anti-pledging rules. The proxy highlights strong operational progress and stockholder returns in Fiscal 2025 (including milestone achievements and liquidity increases) as context for the compensation outcomes, and management points to previous strong shareholder support (approximately 95% in favor in 2025) as evidence of alignment. Management also details adjustments to long-term incentive design (e.g., PRSU benchmarking and methodology changes) intended to better tie payouts to stockholder experience and reduce volatility. The Board’s rationale for recommending a “FOR” vote is that the program aligns executive pay with strategic objectives and long-term stockholder value creation while incorporating safeguards and independent oversight. Shareholders should note this is an advisory vote — approval does not change compensation contracts or awards but will be considered by the Compensation Committee when setting future pay practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 12.8% | 62,853,862 | $734M |
| 2 | VANGUARD GROUP INC | 8.8% | 43,316,448 | $506M |
| 3 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 6.0% | 29,375,938 | $343M |
| 4 | STATE STREET CORP | 4.6% | 22,521,502 | $263M |
| 5 | VAN ECK ASSOCIATES CORP | 4.0% | 19,665,665 | $230M |
| 6 | BlackRock, Inc. | 3.7% | 17,908,888 | $209M |
| 7 | ALPS ADVISORS INC | 3.5% | 17,381,658 | $203M |
| 8 | BlackRock, Inc. | 3.0% | 14,504,970 | $169M |
| 9 | NORGES BANK | 2.1% | 10,104,378 | $118M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 9,901,956 | $116M |
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