Independent
Tenure on this board
9.2 yrs
3 nominees · 3 ballot items.
Elect three directors (Thomas A. Amato, Anthony J. Conti, Gretchen W. McClain); advisory (non-binding) vote to approve executive compensation (say-on-pay); and ratification of Ernst & Young LLP as the independent registered public accounting firm for 2026.
Elect three Class II directors (Thomas A. Amato, Anthony J. Conti and Gretchen W. McClain) to serve three-year terms expiring in 2029 in an uncontested election.
Non-binding, annual advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy (the 'say-on-pay' vote).
This management proposal asks stockholders to cast a non-binding advisory vote approving the company’s disclosed compensation for its named executive officers for fiscal 2025 (a 'say-on-pay' vote). Management is seeking approval to confirm support for a compensation program that it describes as balanced across base pay, annual incentives and long-term equity awards and specifically designed to attract, retain and motivate executives while aligning pay with stockholder value through performance metrics. The proxy highlights that the Board adopted an annual frequency following a prior shareholder vote and emphasizes historically strong shareholder support for pay (approximately 94% for the prior year and ~95% on average over the past decade). The compensation program incorporates formula-driven financial metrics (including adjusted EPS, organic revenue growth, ROTC and relative TSR) and a mix of time‑ and performance‑based equity, which management argues aligns executives’ incentives with long‑term returns. Although the vote is non-binding, the Board and Compensation Committee state they will consider the outcome when setting future pay, which means an adverse result could trigger program design changes or more engagement with major holders. The Board’s recommendation to vote FOR is framed as reflecting sound governance practices, use of independent compensation consultants, capped bonus structures, clawback provisions, ownership guidelines and other features intended to mitigate excessive risk-taking. Company‑specific context that bears on the proposal includes strong 2025 financial and operating results, significant share repurchases and M&A activity, and the certified outcomes for recent performance-based awards, all of which management cites to justify compensation outcomes. From a governance and investor-relations perspective, the combination of historically high support and the non‑binding nature of the vote makes this proposal a signal to the Board rather than a binding constraint; however, significant shareholder opposition would likely spur more substantive changes. Given the program design and the Board’s stated willingness to respond to shareholder feedback, the recommendation to vote FOR reflects management’s view that the pay program appropriately balances pay‑for‑performance and retention in the company’s specific operational and capital deployment context.
Ratify the Audit Committee and Board’s selection of Ernst & Young LLP to serve as AMETEK’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 14,926,515 | $3.2B |
| 2 | STATE STREET CORP | 4.4% | 10,083,885 | $2.2B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 9,850,858 | $2.1B |
| 4 | BlackRock, Inc. | 3.0% | 6,796,360 | $1.5B |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.9% | 6,591,969 | $1.4B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 5,385,120 | $1.1B |
| 7 | BlackRock, Inc. | 2.1% | 4,826,676 | $1.0B |
| 8 | JPMORGAN CHASE CO | 1.6% | 3,673,409 | $765M |
| 9 | FLOSSBACH VON STORCH SE | 1.5% | 3,458,134 | $741M |
| 10 | FMR LLC | 1.3% | 2,958,386 | $634M |
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