Approval of the CEO performance award to Ryan Cohen

The matter

Holders are asked to approve a performance-conditioned nonqualified stock option award to chief executive officer Ryan Cohen covering 171,537,327 shares across nine tranches, with an exercise price of $20.66 per share. Vesting depends on market capitalization hurdles. The company also seeks a separate disinterested-holder vote that excludes shares held by Cohen, the directors and executive officers, and Cohen's direct reports, although that second vote is not a condition to the award taking effect.

Standard at the meeting

Majority of the shares present or represented by proxy and entitled to vote on the proposal, with a separate non-conditional disinterested vote

An abstention

counts as a vote against

A broker non-vote

has no effect

Routine for brokers

no

Read from that filing/where the two differ, the filing governs/the board recommendation is context and changes no record

Intent, not a shareholder vote/weights are re-read at the cutoff, and can only fall