Independent
Tenure on this board
15.4 yrs
8 nominees · 5 ballot items.
Election of eight directors; Advisory vote to approve named executive officers’ compensation; Advisory vote on frequency of future say-on-pay votes; Approval to increase shares under the 2019 Long-Term Incentive Plan by 6.9 million shares; Ratification of Ernst & Young LLP as independent auditor for 2026.
To elect eight directors to the Board of Directors, each to serve until the 2027 annual meeting or until a successor is elected and qualified.
A non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to approve, on an advisory (non-binding) basis, the compensation of named executive officers as described in the proxy statement, reflecting the Company’s pay-for-performance philosophy. Management seeks shareholder approval to validate its design of the 2025 compensation program, which returned to equity-based long-term incentives with RSUs and PSUs tied to Adjusted EBITDA after 2024’s cash-based LTIP adjustments. Context includes follow-up outreach after a 58% say-on-pay vote in 2025 and modifications to prior PSUs in 2024; the Compensation Committee emphasizes responsiveness to shareholder feedback and alignment with long-term value creation. The Board recommends FOR because it believes compensation is competitive, aligns pay with performance, balances retention needs during transformational transactions, and uses multi-year performance metrics to align executives with stockholders. The vote is advisory and non-binding but will be considered by the Compensation Committee in future compensation decisions.
A non-binding advisory vote allowing shareholders to indicate whether future advisory votes on NEO compensation should be held every one, two, or three years.
This management proposal asks shareholders to indicate their preference for the frequency of future advisory votes on executive compensation—every one, two, or three years—with the Board recommending annual votes. Management seeks this advisory input to guide governance cadence; although non-binding, results will inform Board decisions. The Company currently expects the next frequency vote in 2032 and is responsive to investor feedback after the 2025 say-on-pay. An annual vote offers regular shareholder feedback and aligns with the Board’s engagement practices.
To approve an amendment to the 2019 Long-Term Incentive Plan to increase the shares authorized under the plan by 6.9 million shares.
This management proposal requests shareholder approval to amend the 2019 Long-Term Incentive Plan to add 6.9 million additional shares to the plan’s reserve. Management argues the current reserve (9.1 million available as of March 1, 2026) is insufficient for upcoming grants for recruitment, retention, and aligning employee incentives with stockholder interests. The request follows the Company’s return to equity-based long-term incentives in 2025 after temporary cash LTIPs in 2024 and reflects historical use of performance-based awards. Compensation Committee considered outstanding awards, historical usage, and expects the additional shares to cover grants through early 2027, planning to seek further approvals at the 2027 annual meeting. The plan includes governance-friendly features (no option repricing without shareholder approval, minimum vesting, no liberal share recycling, no dividends on unearned awards, CLAWBACK policy). The Board recommends FOR due to the need for sufficient equity pool to sustain pay-for-performance incentives, though dilution and equity burn will be key shareholder concerns.
To ratify Ernst & Young LLP as the Company's independent registered public accounting firm for 2026.
This management proposal asks stockholders to ratify the Audit Committee’s selection of Ernst & Young LLP as the independent auditor for 2026. The Audit Committee evaluated EY’s qualifications, independence, and fees and concluded continuity with EY serves the Company’s interests. Ratification is non-binding but reflects stockholder input on auditor selection. The Board recommends FOR to support audit continuity; failure to ratify would prompt the Audit Committee to reevaluate the auditor selection. This proposal is routine and therefore does not require a verbose analytical summary beyond these points.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Monarch Alternative Capital LP | 4.53% | 10,208,303 | $186M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.24% | 9,563,220 | $174M |
| 3 | BlackRock, Inc. | 4.07% | 9,173,844 | $167M |
| 4 | GOLDMAN SACHS GROUP INC | 3.80% | 8,578,763 | $156M |
| 5 | CARRONADE CAPITAL MANAGEMENT, LP | 3.39% | 7,646,722 | $139M |
| 6 | BlackRock, Inc. | 3.05% | 6,877,427 | $125M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.92% | 6,584,895 | $120M |
| 8 | STATE STREET CORP | 2.64% | 5,953,196 | $108M |
| 9 | BALYASNY ASSET MANAGEMENT L.P. | 2.60% | 5,854,502 | $107M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.32% | 5,242,014 | $95M |
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