Independent
Tenure on this board
0.0 yrs
9 nominees · 5 ballot items.
Election of nine directors; approve increase to 2025 Equity Incentive Plan share reserve; advisory approval of executive compensation; advisory vote on frequency of future executive compensation votes (recommend 1 year); ratification of PwC as independent auditor.
Election of nine director nominees to serve until the 2027 annual meeting and until successors are duly elected or earlier removal, resignation or death.
Approve amendment to increase the 2025 Plan share reserve by 16,750,000 shares from 6,000,000 to 22,750,000 shares to support future equity awards.
The proposal asks stockholders to approve an amendment increasing the 2025 Equity Incentive Plan share reserve by 16,750,000 shares (from 6,000,000 to 22,750,000). Management and the Compensation Committee are pursuing shareholder approval because the current share reserve is nearly depleted — only 445,990 shares remained available as of March 31, 2026 — and without the increase the Company expects to exhaust the reserve in under three months, which would limit its ability to grant competitive equity compensation. The board relied on analysis from independent consultant Pearl Meyer, which reviewed historic burn rates, estimated prospective share usage, competitive peer metrics, and plan design; the consultant concluded that the requested increase is within generally accepted standards and would provide roughly 3–4 years of runway for awards. The plan includes governance safeguards — no evergreen provision, administration by an independent compensation committee, a one-year minimum vesting requirement with limited exceptions, prohibitions on repricing or exchange of underwater options without shareholder approval, and no liberal share recycling — which the board cites to mitigate dilution concerns. Approving the proposal would increase potential dilution by 7.1% of outstanding shares as of March 31, 2026 (from 4.4% to 11.5%), and the board argues this level is competitive with peers. If rejected, management warns the company could shift to more cash compensation to retain talent, increasing cash expenses and potentially impairing long-term alignment with shareholders. The board recommends FOR, arguing the increase is necessary for recruiting, retention, and to align employee interests with long-term shareholder value while incorporating standard governance protections.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy (say-on-pay).
This management proposal requests a non-binding advisory approval of the Company’s executive compensation disclosed in the proxy materials. The board seeks affirmation that its combination of base salaries, a meaningful percentage of variable pay (short-term cash incentives and long-term equity awards including PBRSUs and time-based restricted stock), and governance features including independent compensation committee oversight, use of an independent compensation consultant, clawback policy, stock ownership guidelines and capped incentive opportunities are appropriate. Management notes that approximately 95% of votes supported Old Uniti’s say-on-pay in 2025 and believes maintaining the core program is appropriate post-merger. Although advisory and non-binding, the Compensation Committee will consider the vote's outcome in future compensation decisions. The proposal is supported by the board because the program is intended to align pay with performance, attract and retain talent, and tie a significant portion of pay to relative TSR and company performance metrics; the board recommends a vote FOR.
Non-binding advisory vote for stockholders to indicate whether future advisory votes on executive compensation should occur every 1, 2 or 3 years; Board recommends 1 year.
This management proposal requests a non-binding advisory vote on whether say-on-pay votes should occur annually, biennially, or triennially. The Board recommends an annual vote (1 year) because it believes more frequent votes provide timely stockholder input on pay practices and align with the Company’s active engagement approach. Although the vote is advisory and not binding, the Board will consider the stockholder preference when determining future frequency. If no option achieves a majority, the choice with the plurality will be treated as the stockholders’ recommendation. The Board recommends voting for the “1 Year” option.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountant for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Elliott Investment Management L.P.Activist | 24.30% | 59,012,219 | $554M |
| 2 | BlackRock, Inc. | 8.04% | 19,518,082 | $183M |
| 3 | T. Rowe Price Investment Management, Inc. | 7.40% | 17,970,377 | $169M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.02% | 12,188,888 | $114M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.07% | 9,883,412 | $93M |
| 6 | Apollo Management Holdings, L.P. | 3.82% | 9,271,714 | $87M |
| 7 | STATE STREET CORP | 3.21% | 7,782,588 | $73M |
| 8 | Bracebridge Capital, LLC | 3.19% | 7,743,465 | $73M |
| 9 | Diameter Capital Partners LP | 2.34% | 5,681,528 | $53M |
| 10 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 2.22% | 5,379,992 | $50M |
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