Independent
Tenure on this board
10.8 yrs
9 nominees · 3 ballot items.
Election of nine directors; advisory vote to approve named executive officer compensation (say-on-pay); and ratification of KPMG LLP as independent auditors for 2026.
Election of nine nominees to the Board of Directors to serve until the next annual meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy materials. Management is seeking this advisory approval to confirm stockholder support for its compensation philosophy, which emphasizes pay-for-performance through a mix of base salary, annual cash incentives tied to pre-tax income, organic revenue growth and cash conversion, and long-term equity awards (50% performance-based PSUs and 50% time-based RSAs). The Compensation Committee highlights that incentive metrics include both annual operational objectives and multi-year PSU metrics (cumulative operating income growth and ROIC) to align executives with sustainable value creation. The Company notes recent leadership transition in 2025 (new CEO appointed), adjustments to incentive outcomes due to acquisitions, restructuring and transition-related adjustments, and that the 2023-2025 PSU cycle paid out at 115% of target while 2025 EIP payouts were mixed, reflecting company performance. The Board recommends FOR, arguing the structure appropriately balances retention, market competitiveness and pay-for-performance, and that prior say-on-pay received strong support (~98% in 2025). The proposal is non-binding, but the Compensation Committee intends to consider voting outcomes when setting future compensation. Key governance context includes robust stock ownership guidelines, clawback policy, independent compensation consultant engagement, and annual shareholder engagement. Investors should weigh the advisory nature, the disclosed adjustments to incentive metrics, and recent corporate actions (CEO transition, acquisitions, restructuring) which materially influenced 2025 compensation outcomes when assessing alignment between pay and realized performance.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | LONGVIEW ASSET MANAGEMENT, LLC | 11.17% | 1,358,967 | $224M |
| 2 | BlackRock, Inc. | 9.29% | 1,130,821 | $187M |
| 3 | Allspring Global Investments Holdings, LLC | 5.43% | 660,280 | $112M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.09% | 497,113 | $82M |
| 5 | FIRST TRUST ADVISORS LP | 3.86% | 469,289 | $77M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.80% | 462,955 | $76M |
| 7 | STATE STREET CORP | 3.33% | 404,985 | $67M |
| 8 | VICTORY CAPITAL MANAGEMENT INC | 3.06% | 372,108 | $61M |
| 9 | WASATCH ADVISORS LP | 3.05% | 371,098 | $61M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.51% | 304,825 | $50M |
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