Not independent
Tenure on this board
2.1 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (Namsun Kim, Jun Masuda, Isabelle Winkles); approve, on an advisory non-binding basis, the compensation paid to the Company’s named executive officers (say-on-pay); and ratify Samil PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Elect three nominees—Namsun Kim, Jun Masuda, and Isabelle Winkles—as Class II directors to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
Advisory (non-binding) 'say-on-pay' vote to approve the compensation paid to the Company’s named executive officers.
This management proposal asks shareholders to cast a non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers (a “say-on-pay” vote). Management is seeking this vote to obtain stockholder input on the design and outcomes of its executive pay programs and to demonstrate alignment between pay outcomes and the Company’s stated compensation philosophy and performance metrics. The proxy describes a pay program that balances short- and long-term incentives (cash bonuses, service-based RSUs, and the newly introduced performance stock unit program using relative TSR), uses a peer group benchmark, and ties annual bonuses to corporate metrics (app MAU, revenue growth on a constant currency basis, and Adjusted EBITDA margin) plus individual objectives. The Board emphasizes that the vote is advisory but will be considered by the Compensation Committee when making future pay decisions; the Company previously received strong support on say-on-pay in 2025 and retains mechanisms (clawback policy, stock ownership guidelines, multi-year equity vesting) intended to align pay with long-term shareholder value. Key contextual governance factors include the Company’s controlled-company status (NAVER’s ~59.7% ownership), related-party arrangements and ongoing reliance on NAVER for services, and recent equity and PSU plan changes that increase pay-for-performance exposure. The Compensation Committee and Board recommend a FOR vote on grounds that the program incentivizes retention, aligns management and stockholders over multiple horizons, and reflects competitive market practices while including governance safeguards. Shareholders should weigh that the vote is non-binding, the company’s controlled shareholder structure may influence governance dynamics, and that the Company’s 2025 corporate results fell short of targets, which impacted incentive payouts and may inform investor views on pay outcomes. Overall, the proposal is a routine advisory governance item but carries input value for the Compensation Committee in calibrating future plan design and pay outcomes relative to operational performance and market expectations.
Ratify the appointment of Samil PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SOFTBANK GROUP CORP. | 23.24% | 31,432,480 | $289M |
| 2 | FMR LLC | 8.00% | 10,818,326 | $99M |
| 3 | FMR LLC | 2.48% | 3,350,025 | $31M |
| 4 | MORGAN STANLEY | 0.75% | 1,008,057 | $9M |
| 5 | AMERIPRISE FINANCIAL INC | 0.71% | 958,965 | $9M |
| 6 | FMR LLC | 0.54% | 735,103 | $7M |
| 7 | BlackRock, Inc. | 0.45% | 602,313 | $6M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.37% | 504,660 | $5M |
| 9 | BlackRock, Inc. | 0.36% | 489,338 | $4M |
| 10 | GOLDMAN SACHS GROUP INC | 0.35% | 474,158 | $4M |
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