Not independent
Tenure on this board
4.9 yrs
Also a director at
Home Depot Inc (HD)
9 nominees · 5 ballot items.
Election of nine directors; ratification of independent auditor; advisory vote on named executive officer compensation (Say-on-Pay); approval of amendments to Certificate of Incorporation to remove supermajority vote requirements; approval of Certificate of Incorporation amendment to clarify officer exculpation provision.
Election of nine director nominees to serve one-year terms until the 2027 annual meeting.
Ratify Audit Committee’s appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to approve, on a non-binding advisory basis, the compensation paid to the named executive officers as disclosed in the Proxy Statement. Management is seeking this advisory vote to obtain stockholder feedback on executive pay practices that include a mix of base salary, annual cash incentives tied to Bookings and unlevered free cash flow (ULFCF), and long-term equity awards (RSUs and PSUs) with multi-year vesting and performance metrics. The Compensation Committee explains that the program is designed to align executive incentives with long-term shareholder value, to retain key executives, and to tie a substantial portion of pay to performance via PSUs linked to ULFCF and Founder PSUs tied to stock price hurdles. The board recommends a vote FOR, citing alignment with pay-for-performance principles, use of independent compensation consultants, stock ownership guidelines, clawback policies, and double-trigger change-in-control protections; they also emphasize the advisory nature of the vote and that they will consider the outcome in future decisions.
Approve amendments to the Certificate of Incorporation to remove supermajority voting thresholds that would apply after a Triggering Event, lowering the standards to a majority of outstanding shares.
This management proposal requests shareholder approval to amend the Certificate of Incorporation to remove supermajority voting requirements that would become effective after a 'Triggering Event' (expected to occur at the dual-class conversion). The proposed amendments would lower thresholds for director removal, amendment of specified charter provisions, and bylaw changes from 66 2/3% to a majority of outstanding shares. Management frames this change as aligning the company's governance with market practice and reducing unduly restrictive barriers that could limit stockholder participation in key governance matters after the Triggering Event. The board argues the current supermajority provisions would be unnecessarily protective post-Triggering Event and that the amendments improve responsiveness and accountability; the board recommends a FOR vote.
Approve amendment to delete a defined list of officers in Article VI so the officer exculpation scope aligns with default Delaware law (DGCL Section 3114(b)).
This management proposal seeks shareholder approval to amend Article VI of the Certificate of Incorporation by deleting a specific definition listing certain officer titles, thereby clarifying that the officer exculpation provision covers officers as defined by Delaware law (DGCL Section 3114(b)). Management argues this deletion brings the provision into alignment with Delaware statutory definitions and enhances clarity about who is exculpated. The board recommends a FOR vote, stating the change better aligns the charter with governing law and company practice.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.31% | 11,101,504 | $537M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.33% | 7,117,017 | $345M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.00% | 4,005,646 | $194M |
| 4 | STATE STREET CORP | 2.55% | 3,407,833 | $165M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 2.51% | 3,352,717 | $162M |
| 6 | Durable Capital Partners LP | 2.22% | 2,971,595 | $144M |
| 7 | FIRST TRUST ADVISORS LP | 2.14% | 2,857,379 | $138M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.01% | 2,680,942 | $130M |
| 9 | BlackRock, Inc. | 1.92% | 2,563,842 | $124M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.76% | 2,351,682 | $114M |
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