Independent
Tenure on this board
5.8 yrs
10 nominees · 3 ballot items.
Three proposals: election of ten directors to the Board, an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (say-on-pay), and ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026; the Board recommends a vote FOR each.
Elect the ten nominees named in the Proxy Statement to the Board of Directors to serve until the 2027 annual meeting of stockholders.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and narrative in the Proxy Statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officers’ compensation as disclosed in the Proxy Statement (the CD&A, tables and narrative). Management seeks shareholder approval to validate its pay practices and to respond to SEC requirements for an advisory say-on-pay vote; although advisory, the Board and Compensation Committee will consider the vote results when making future compensation decisions. The Company frames its program as pay-for-performance, with STI metrics weighted toward adjusted operating income and comparable store sales (each 45%) and a 10% individual component, and with long-term incentives split between PSUs (50%) and RSUs (50%) tied to three-year comparable store sales and fiscal 2027 adjusted EPS with an rTSR modifier. The CD&A discloses that PSUs paid out 0% for 2023–2025 and that STI payouts in 2025 were ~97% of target, indicating recent volatility in realizable pay tied to performance. Compensation governance features include independent committee oversight, an independent consultant, clawback policy, stock ownership guidelines, and prohibitions on repricing and hedging; management emphasizes shareholder engagement and that prior say-on-pay support was 82.2% in 2025. The Board’s recommendation for approval is defended on grounds that the program aligns executive incentives with returning the Company to profitable and sustainable performance while balancing retention and market competitiveness. Potential shareholder concerns include repeated zero payouts on performance-based LTI awards and the tension between retention/attraction needs (competitive target levels, sign-on grants) and strict pay-for-performance outcomes; management’s response highlights design changes to better align long-term metrics with strategy. Because the vote is advisory, its primary practical effect is reputational and informative to the Compensation Committee, which may adjust plan design or engagement in response to voting results; investors should weigh the Company’s disclosed metrics, recent realized payouts, and governance safeguards when evaluating the proposal.
Ratify the Audit Committee's appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 13.2% | 7,901,139 | $417M |
| 2 | BlackRock, Inc. | 10.6% | 6,346,566 | $335M |
| 3 | PZENA INVESTMENT MANAGEMENT LLC | 7.2% | 4,301,089 | $227M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.0% | 3,620,603 | $191M |
| 5 | FEDERATED HERMES, INC. | 4.7% | 2,843,224 | $150M |
| 6 | FULLER THALER ASSET MANAGEMENT, INC. | 4.7% | 2,828,907 | $149M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,696,717 | $142M |
| 8 | STATE STREET CORP | 4.1% | 2,434,041 | $128M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 3.4% | 2,026,161 | $107M |
| 10 | BlackRock, Inc. | 3.1% | 1,835,879 | $97M |
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