Not independent
Tenure on this board
15.2 yrs
Also a director at
Bok Financial Corp (BOKF)
11 nominees · 5 ballot items.
Elect 11 directors for one-year terms; advisory vote to approve named executive officer compensation; approve amendment and restatement of 2007 Incentive Plan to increase share reserve and make other changes; approve amendment and restatement of 2007 Employee Stock Purchase Plan to increase share reserve and extend term; ratify Ernst & Young LLP as independent auditor for 2026.
Election of 11 nominees to the Board to serve one-year terms expiring at the 2027 annual meeting.
Non-binding, advisory vote on the compensation of the company’s named executive officers as disclosed in the proxy statement.
Approve amendment and restatement of the 2007 Incentive Plan to increase issuable shares from 50,000,000 to 85,000,000, remove plan expiration date, increase annual director equity grant limit, eliminate share recycling for tax withholding, remove certain change-in-control provisions, and make other amendments.
Proposal asks stockholders to approve a comprehensive amendment and restatement of the company’s 2007 Incentive Plan. The primary change increases the share reserve by 35 million shares (from 50 million to 85 million) to ensure sufficient equity for future grants supporting retention, recruitment, and long-term incentives. Other notable changes remove the fixed plan expiration (while retaining ISO grant timing limits), raise the annual non-management director equity grant limit while keeping overall director pay caps, eliminate share recycling for tax withholding (shares withheld for taxes will not return to the pool), and remove automatic two-year post-change-in-control acceleration provisions in favor of award-level treatment. The board and Compensation Committee state the plan incorporates governance protections (no discounted options, no repricing without stockholder approval, limits on transferability, minimum vesting, and clawback/recoupment compliance). The board recommends approval to maintain the equity run-rate and to support compensation strategy; it highlights low historical burn rates, modest overhang, and an expected multi-year runway given projected usage. Approving the amendment will allow the company to continue granting performance and time-based equity to align management incentives with long-term shareholder value, while preserving committee discretion over award terms and change-in-control outcomes.
Approve amendment and restatement of the 2007 Employee Stock Purchase Plan to increase issuable shares from 5,200,000 to 7,200,000, extend plan term six years, and make other amendments.
This management proposal asks shareholders to approve an amendment and restatement of the company’s employee stock purchase plan (ESPP). The principal changes are a 2 million share increase to replenish the plan’s reserve (from 5.2M to 7.2M shares) and a six-year extension of the plan term (new expiration April 28, 2036). Additional administrative clarifications include specifying Delaware law and permitting delegation of day-to-day administration to senior HR. Management frames the ESPP as an important employee retention and ownership tool and notes that participants purchase shares at a discount (85% of market under current design). The board recommends approval to preserve employee participation and alignment with stockholder interests and to ensure sufficient shares are available for future offerings. The proposal includes standard ESPP safeguards and is motivated by modest dilution and the program’s role in recruiting/retention.
Ratification of the appointment of EY as the company’s independent auditor for fiscal year ending December 31, 2026.
This management proposal seeks shareholder ratification of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2026 fiscal year. The Audit Committee selected EY after evaluating qualifications, industry expertise, independence, tenure, fees, and disruption risk. Management emphasizes oversight controls (pre-approval of services by the Audit Committee, partner rotation, independent reviews) and notes EY’s long tenure and benefits of institutional knowledge, while acknowledging stockholder ratification is advisory. The Board recommends ratification as in the company’s best interests to ensure audit quality and continuity.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 79,356,001 | $5.8B |
| 2 | STATE STREET CORP | 6.0% | 72,988,408 | $5.3B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.5% | 43,269,040 | $3.1B |
| 4 | BlackRock, Inc. | 3.4% | 41,148,679 | $3.0B |
| 5 | BANK OF AMERICA CORP /DE/ | 2.5% | 30,400,967 | $2.2B |
| 6 | BlackRock, Inc. | 2.2% | 27,015,882 | $2.0B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 25,646,303 | $1.9B |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 1.7% | 21,165,061 | $1.5B |
| 9 | MORGAN STANLEY | 1.6% | 19,660,185 | $1.4B |
| 10 | Clearbridge Investments, LLC | 1.4% | 17,552,344 | $1.3B |
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