The prior year Say on Pay vote received only 54% support — well below the 70% threshold that triggers a No vote unless meaningful changes are made. While the company conducted outreach and made some prospective changes (updating the 2026 long-term incentive plan to include a relative TSR modifier and committing to no further mid-stream award modifications), the core 2025 pay program being voted on today was not substantially restructured: the CEO received only base salary under a 2021 equity agreement that already vested a large single award covering multiple years, while other executives received equity grants under the same revenue-CAGR and adjusted-EBITDA metrics that shareholders flagged as overlapping and misaligned. CCC's stock has lost approximately 31.8% over three years while the technology sector benchmark XLK gained 86.8% — a gap of 118.6 percentage points — meaning shareholders have experienced severe value destruction while variable pay was structured around internal financial metrics rather than shareholder outcomes, and the remediation steps announced apply only to future grants, not the 2025 compensation being ratified today.

The non-audit fees (audit-related fees of $842,500, which include control attestation reports, consents, agreed-upon procedures, and regulatory filings) represent approximately 38% of core audit fees of $2,220,000, which is well below the 50% threshold that would trigger a concern about auditor independence; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; Deloitte is a Big 4 firm appropriate for a company of CCC's size; no material restatements are noted.