Not independent
Tenure on this board
42.8 yrs
11 nominees · 4 ballot items.
Elect 11 directors; advisory vote to approve named executive officer compensation (Say-on-Pay); ratify KPMG LLP as independent auditors; and consider a shareholder proposal to require an independent (non‑executive) chair of the Board.
Elect the eleven director nominees named in the proxy statement to serve until the next annual meeting.
Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This advisory Say-on-Pay proposal asks shareholders to endorse, on a non-binding basis, the compensation that the Company disclosed for its named executive officers, as set forth in the CD&A and accompanying tables. Management is seeking shareholder approval to validate its pay-for-performance philosophy and the specific design of its annual (MIP) and long-term (PBRS) incentive programs, which tie pay to adjusted earnings metrics, business-segment operational goals, investment performance, capital metrics (RBC/SMR), and relative TSR modifiers. The Board recommends FOR the proposal, noting long-standing governance features including independent committee oversight, an independent compensation consultant, stock ownership guidelines, clawback provisions, anti-hedging and anti-pledging policies, and double-trigger change-in-control protections. Company disclosure highlights rigor in target-setting, currency-neutral adjustments for Japan exposure, and capping payouts at 200% of target to limit excessive risk-taking. The Company points to strong historical shareholder support (96.6% support in 2025) and to recent compensation outcomes that it believes demonstrate alignment with performance. Risks raised by opponents—such as potential reward when short-term metrics are volatile or the complexity of multi-metric plans—are partially mitigated by multi-year PBRS structure and performance certification by the Compensation Committee. For institutional investors and governance analysts, the vote serves as a market signal about the Board’s compensation governance; a vote FOR signals satisfaction with alignment and oversight, while a vote AGAINST would typically prompt enhanced engagement and potential program adjustments. The Board emphasizes that the advisory vote is non-binding but will be considered in future compensation-setting decisions, and it underscores the Company’s ongoing engagement with investors on pay practices.
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2026.
Shareholder proposal requesting the Board adopt a policy (and amend governance documents if necessary) to separate the roles of Chairman and CEO and require the Chairman to be an independent director.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Japan Post Holdings Co., Ltd. | 10.21% | 51,974,500 | $5.7B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.94% | 30,254,403 | $3.3B |
| 3 | STATE STREET CORP | 4.64% | 23,600,470 | $2.6B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.58% | 18,242,564 | $2.0B |
| 5 | BlackRock, Inc. | 2.61% | 13,276,748 | $1.5B |
| 6 | BlackRock, Inc. | 1.88% | 9,550,871 | $1.0B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.81% | 9,214,907 | $1.0B |
| 8 | WELLS FARGO COMPANY/MN | 1.39% | 7,059,804 | $775M |
| 9 | BlackRock, Inc. | 0.84% | 4,293,007 | $471M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.79% | 4,019,770 | $441M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.