Independent
Tenure on this board
7.3 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of PwC as independent auditor; Advisory vote to approve named executive officers’ compensation.
Elect nine director nominees named in the proxy statement to serve until the 2027 annual meeting.
Ratify the Audit Committee’s selection of PwC as the company’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement.
Proposal No. 3 requests advisory approval of the Company’s executive compensation program as disclosed in the proxy statement. Management seeks shareholder endorsement to validate the Compensation Committee’s design and the decisions reflected in the Compensation Discussion and Analysis, including base salaries, annual IComp metrics (Revenue, Adjusted EBITDA as a percent of net sales, and Adjusted free cash flow), and long-term equity incentives (options, RSUs and rTSR performance units). The vote is non-binding but informs future Compensation Committee decisions; the board recommends a vote FOR given the program’s emphasis on pay-for-performance, retention, use of independent advisers, and disclosure of metrics and governance safeguards (clawbacks, stock ownership guidelines, no pledging/hedging). Key context includes solid 2025 operational performance (Adjusted EBITDA margin expansion, record Outside North America On-Highway revenue growth, completion of the Dana acquisition), 2025 IComp results (65.38% payout), and strong prior shareholder support (approx. 93% approval in 2025). The board argues that the program aligns management and shareholder interests via performance metrics and equity-based compensation, and that advisory approval supports continued use of these practices; shareholders should weigh the non-binding nature of the vote, the detailed pay disclosures and recent financial outcomes when deciding whether to endorse.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 10.76% | 8,921,897 | $1.0B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.05% | 4,188,911 | $490M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.48% | 3,713,695 | $435M |
| 4 | FULLER THALER ASSET MANAGEMENT, INC. | 4.09% | 3,394,635 | $397M |
| 5 | Boston Partners | 2.73% | 2,262,678 | $265M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 2.73% | 2,260,397 | $265M |
| 7 | LSV ASSET MANAGEMENT | 2.57% | 2,130,551 | $249M |
| 8 | BlackRock, Inc. | 2.53% | 2,096,662 | $245M |
| 9 | FIRST TRUST ADVISORS LP | 2.44% | 2,026,603 | $237M |
| 10 | FMR LLC | 2.39% | 1,980,645 | $232M |
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