Sector: Information Technology
VISTANCE NETWORKS INC · Meeting: May 7, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eight Directors to the Board of Directors
VISN's 3-year return of +198.5% outperforms the company-disclosed peer group median by +114.2 percentage points, well above the 65pp threshold for strong-positive TSR companies; no overboarding, attendance, independence, or qualification concerns identified.
TSR trigger does not fire given VISN's +114.2pp outperformance versus the peer group median; no overboarding (zero public company boards), attendance, or independence concerns identified.
TSR trigger does not apply; holds one outside public board seat (Visteon), well within policy limits; no attendance, independence, or qualification concerns.
TSR trigger does not apply given strong outperformance versus peer median; holds one outside public board seat (Cresco Labs); no overboarding, attendance, or independence concerns.
TSR trigger does not apply; serves as Audit Committee Chair with confirmed financial expertise (CPA, former PwC partner); no overboarding, attendance, or independence concerns.
As CEO-director, subject to same TSR trigger as all other directors; trigger does not fire given +114.2pp outperformance versus peer group median; stock rose 248% in 2025 under his leadership; no other policy concerns identified.
TSR trigger does not apply; as employee Chairman (non-independent), he does not sit on audit or compensation committees, which is appropriate given his non-independent status; holds zero outside public company boards.
TSR trigger does not apply; Lead Independent Director since 2020 with extensive CFO/finance background providing appropriate oversight; no overboarding, attendance, or independence concerns.
All eight directors receive a FOR vote. VISN's 3-year price return of +198.5% outperforms the company-disclosed peer group median by +114.2 percentage points, far exceeding the 65-percentage-point threshold required to trigger a performance-based AGAINST vote for strong-positive TSR companies. No directors are overboarded, attendance is satisfactory (all above 80%), audit committee members have confirmed financial expertise, and no familial relationship concerns were identified. The board publishes a skills matrix and has a clear lead independent director structure.
CEO
Charles L. Treadway
Total Comp
$15,417,850
Prior Support
57.9%%
The 2025 say-on-pay vote received only about 58% support — well below the 70% threshold that would normally require clear remediation — however, the company responded substantively: it engaged shareholders representing 48% of outstanding shares, directly addressed the specific concerns (cash-based 2024 long-term incentives and in-cycle PSU target modifications), and returned to a traditional equity-based program in 2025 with 50% performance-based stock awards tied to multi-year Adjusted EBITDA metrics and 50% time-vesting stock awards. The compensation structure now passes the pay-mix test (majority variable), includes a clawback policy, and the incentive pay-for-performance alignment is supported by VISN's 3-year return of +198.5% significantly outperforming the peer group median of +84.3%. While the CEO's total reported compensation of approximately $15.4 million warrants monitoring against the CEO benchmark for a $4.1B technology company, the meaningful response to low shareholder support and the restored equity-based structure with genuine performance conditions are sufficient to support a FOR vote.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table with specific audit and non-audit fee amounts in the text provided, so the non-audit fee ratio trigger cannot be evaluated; per policy, the tenure trigger requires confirmed data and none is disclosed, so it does not fire. Ernst & Young is a Big 4 firm appropriate for a $4.1B market cap technology company. No material restatements are disclosed. Default vote is FOR in the absence of confirmed trigger conditions.
The 2026 VISN annual ballot presents a straightforward slate: all eight directors receive a FOR vote supported by strong stock price outperformance versus the company-disclosed peer group, and the auditor ratification receives a FOR in the absence of any confirmed fee or tenure triggers. The say-on-pay vote is the most nuanced item — last year's low 58% support created a governance flag, but the company's substantive response (restoring equity-based long-term incentives with real performance conditions and broad shareholder engagement) is sufficient to support a FOR vote alongside the company's exceptional 2025 financial and stock performance.
16 companies disclosed in 2026 proxy filing
