Independent
Tenure on this board
4.0 yrs
Also a director at
First American Financial Corp (FAF)
11 nominees · 4 ballot items.
Election of 11 directors; advisory approval of executive compensation (Say-on-Pay); ratification of Deloitte & Touche as independent auditor; shareholder proposal to allow shareholders to act by written consent.
Elect eleven (11) members of the Board of Directors to serve one-year terms.
Approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay). Management seeks shareholder endorsement of its 2025 executive pay practices, which feature a mix of base salary, short-term incentives tied principally to revenue and adjusted EBITDA, and long-term incentives weighted heavily to performance stock units (Relative TSR PSUs and ROIC PSUs) to link pay with shareholder returns. The board recommends a FOR vote, arguing that its compensation program is pay-for-performance, uses independent compensation consultants and includes governance safeguards such as clawback policies, stock ownership guidelines, and recoupment provisions. Shareholder support is non-binding but provides feedback that the board and compensation committee consider when setting future pay; the company received 96% approval on the prior say-on-pay vote, which the board cites as validation of its approach.
Ratify the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.
A shareholder proposal requesting that the board take steps to permit shareholders to act by written consent, allowing shareholders able to cast the minimum number of votes necessary to authorize action at a meeting to act without convening a meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.9% | 9,014,822 | $1.7B |
| 2 | ALLIANCEBERNSTEIN L.P. | 5.5% | 7,229,257 | $1.6B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 6,583,203 | $1.2B |
| 4 | Capital International Investors | 4.7% | 6,129,636 | $1.2B |
| 5 | STATE STREET CORP | 4.6% | 6,017,238 | $1.1B |
| 6 | BlackRock, Inc. | 3.8% | 4,946,398 | $939M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.9% | 3,830,099 | $733M |
| 8 | BlackRock, Inc. | 2.2% | 2,867,540 | $544M |
| 9 | BAMCO INC /NY/ | 1.9% | 2,511,976 | $477M |
| 10 | CITADEL ADVISORS LLC | 1.5% | 1,997,194 | $379M |
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