Independent
Tenure on this board
4.9 yrs
Also a director at
La-z-boy Inc (LZB)Victoria's Secret & Co (VSCO)
8 nominees · 6 ballot items.
Elect eight directors; advisory vote to approve executive compensation (say-on-pay); advisory vote on frequency of say-on-pay (one, two or three years); ratify PwC as independent auditors and authorize their remuneration; renew board authority to issue shares under Irish law; authorize board to opt out of statutory preemptive rights under Irish law (special resolution); consider other business properly brought before the meeting.
Elect eight director nominees named in the proxy statement to serve one-year terms until the 2027 AGM.
Non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to provide a non-binding advisory approval of the compensation of the Company’s named executive officers (NEOs) as disclosed in the Proxy Statement, including the CD&A and compensation tables. Management seeks this advisory endorsement to demonstrate shareholder support for its pay-for-performance program, which includes a mix of base salary, annual cash incentives (AIP), and long-term equity incentives (PSUs, options, RSUs) tied to adjusted EPS, relative TSR and other metrics; these programs are overseen by the Compensation and Human Capital Committee and guided by an independent compensation consultant. The Board recommends a vote FOR, citing alignment of pay with Company performance and governance practices such as clawback policies, share ownership requirements, and capped incentive payouts. Notable context includes strong 2025 financial performance, elevated AIP and PSU payouts (131.31% AIP financial score, PSU payout of 125% for the 2023–2025 period), and the Committee’s responsiveness to shareholder feedback (94% support in 2025). Though advisory and non-binding, the Committee will consider results when making future compensation decisions; potential investor concerns could center on pay magnitude, use of discretion in adjustments, or performance metric selection, but the disclosed program emphasizes alignment and risk mitigants.
Non-binding advisory vote for shareholders to indicate whether the advisory say-on-pay vote should occur every one, two, or three years (Board recommends one year).
The proposal requests that shareholders express a preference for how frequently the non-binding advisory vote on executive compensation should occur: every one, two, or three years, or abstain. The Board recommends an annual vote (one year) to ensure frequent shareholder input; it cites previous strong shareholder support for annual votes. This advisory vote is not binding but will guide the Compensation and Human Capital Committee’s practice. Annual frequency promotes accountability and timely feedback on compensation policies, while some investors argue for less frequent votes to reduce administrative burden. Given the company’s prior 98.4% support in 2020 for annual frequency and ongoing engagement, management recommends a vote for one year.
Ratify the appointment of PricewaterhouseCoopers (PwC) as the Company’s independent registered public accounting firm for fiscal 2026 and authorize the Audit and Finance Committee to set PwC’s remuneration.
Authorize the Board to allot relevant securities up to approximately 20% of issued ordinary share capital under Irish law for 18 months or until the next AGM.
This management proposal seeks shareholder approval to renew the Board’s authority under Irish law to allot ordinary shares representing up to roughly 20% of the company’s issued share capital for an 18-month period. Management presents this as routine corporate housekeeping necessary to preserve capital-raising flexibility, support equity compensation plan issuances, and facilitate M&A financing when needed. The Board recommends FOR, emphasizing that the authority aligns with Irish market practice and NYSE/SEC protections remain in place. The proposal contains typical safeguards, including an expiry date and allowance for pre-agreements made before expiry.
Special resolution to empower the Board to allot equity securities for cash without first offering to existing shareholders (statutory pre-emption rights) up to ~20% of issued share capital for 18 months, with exceptions for rights issues.
This special-resolution seeks shareholder approval to disapply statutory pre-emption rights under Irish law for issuances of ordinary shares for cash up to approximately 20% of issued share capital (except in proportionate rights issues), for 18 months. Management frames it as standard practice for Irish PLCS and necessary to facilitate equity compensation plan functioning and corporate finance activities, while noting NYSE and SEC protections. The Board recommends FOR; approval requires a 75% affirmative vote as a special resolution under Irish law.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.52% | 5,604,778 | $814M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.34% | 4,591,457 | $667M |
| 3 | STATE STREET CORP | 4.97% | 4,270,714 | $621M |
| 4 | Boston Partners | 4.13% | 3,552,720 | $516M |
| 5 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 3.34% | 2,866,285 | $416M |
| 6 | BlackRock, Inc. | 3.11% | 2,673,408 | $388M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.92% | 2,507,086 | $363M |
| 8 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.43% | 2,089,516 | $304M |
| 9 | BlackRock, Inc. | 2.33% | 2,000,588 | $291M |
| 10 | BROWN ADVISORY INC | 1.68% | 1,446,044 | $210M |
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