Not independent
Tenure on this board
8.4 yrs
7 nominees · 3 ballot items.
Election of eight directors; Ratification of KPMG LLP as independent auditors; Advisory vote to approve named executive officer compensation.
Elect eight directors to serve until the next annual meeting and until their successors are elected and qualified.
Ratify KPMG LLP as Ziff Davis’ independent registered public accounting firm for fiscal 2026.
Provide a non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation of the named executive officers as disclosed in the proxy statement. Management seeks this advisory vote to reaffirm alignment between executive pay and company performance, to comply with SEC requirements for say-on-pay votes, and to solicit shareholder feedback. The Board and the Compensation Committee emphasize that their executive compensation program ties a significant portion of pay to performance through a mix of annual cash incentives based on Adjusted Diluted EPS and long-term equity incentives (RSUs and PSUs tied to relative TSR vs. Russell 2000). The Company notes recent shareholder engagement after a 68.4% approval in 2025 and describes changes made in response—lengthening PSU performance periods to three years, clarifying disclosure of PSU goals, tying ESG bonuses to third-party scores, and standardizing CEO equity grant cadence. The Board recommends a vote “FOR,” reasoning that the program aligns pay with shareholders, includes clawback provisions, ownership guidelines, and independent oversight by the Compensation Committee and independent consultants. The vote is non-binding but the Board will consider results in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.53% | 4,247,300 | $178M |
| 2 | JANUS HENDERSON GROUP PLC | 8.95% | 3,295,310 | $138M |
| 3 | Pale Fire Capital SE | 7.56% | 2,783,366 | $117M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.14% | 2,263,308 | $95M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 5.29% | 1,949,457 | $82M |
| 6 | Legal General Group Plc | 5.18% | 1,908,072 | $80M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.61% | 1,696,929 | $71M |
| 8 | STATE STREET CORP | 4.56% | 1,680,669 | $71M |
| 9 | BlackRock, Inc. | 3.17% | 1,168,761 | $49M |
| 10 | FIRST TRUST ADVISORS LP | 2.65% | 974,591 | $41M |
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