Independent
Tenure on this board
21.5 yrs
Also a director at
Park Hotels & Resorts Inc (PK)
9 nominees · 3 ballot items.
Election of 10 directors; advisory approval of Named Executive Officers compensation (say-on-pay); ratification of KPMG LLP as independent registered public accountants; and other business as may properly come before the meeting.
Elect the 10 nominees named in the proxy statement to the Board of Directors, each to serve a one-year term.
Non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement (say-on-pay).
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation program as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its pay-for-performance design which includes a high percentage of performance-based compensation (approximately 90% for the CEO and 81% for other NEOs), short-term incentive payouts tied to profitability, safety reporting, guest experience and integration synergies, and long-term equity awards (50% RSUs and 50% PSUs) tied to ROIC performance over multi-year periods. The Compensation and Leadership Development Committee uses an independent consultant and peer group benchmarking to set pay levels and retains discretion to adjust payouts; the board recommends a FOR vote, arguing the structure aligns management incentives with shareholder interests while deterring excessive risk through caps, clawbacks and overlapping vesting. The advisory nature means the vote is non-binding but will be considered in future compensation decisions; the proposal reflects broader market practice for annual say-on-pay votes and the board’s view that recent shareholder outreach and previous advisory approval support continuation of the approach.
Ratify KPMG LLP as the Company’s independent registered public accountants for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.55% | 6,189,679 | $228M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.48% | 6,101,193 | $224M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.63% | 5,158,704 | $190M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.53% | 5,050,588 | $186M |
| 5 | AMERICAN CENTURY COMPANIES INC | 4.43% | 4,938,746 | $182M |
| 6 | DZ BANK AG Deutsche Zentral Genossenschafts Bank, Frankfurt am Main | 3.88% | 4,321,782 | $159M |
| 7 | BlackRock, Inc. | 3.46% | 3,850,130 | $142M |
| 8 | Capital World Investors | 3.17% | 3,529,999 | $130M |
| 9 | STATE STREET CORP | 3.13% | 3,483,934 | $128M |
| 10 | FRONTIER CAPITAL MANAGEMENT CO LLC | 3.03% | 3,373,587 | $124M |
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