Not independent
Tenure on this board
21.4 yrs
8 nominees · 3 ballot items.
Election of eight directors; Ratification of PricewaterhouseCoopers LLP as independent auditors for 2026; Non-binding advisory approval of named executive officer compensation (Say-on-Pay).
Elect eight directors to hold office until the 2027 annual meeting or until their successors are elected and qualified.
Ratify the Audit and Risk Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal year 2026.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables.
This non-binding advisory proposal asks shareholders to approve the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and supporting tables. Management seeks an advisory endorsement of pay practices to validate the Compensation and Benefits Committee’s decisions and to inform future compensation design; the Board recommends a vote FOR. Context includes the company’s strong 2025 financial results, the use of performance-based long-term incentives (including PSUs tied to return on equity, EPS growth and a TSR modifier), robust stock ownership guidelines, clawback policies, and ongoing shareholder engagement—2025 say-on-pay previously received ~89% support. A FOR vote signals shareholder support for the company’s pay-for-performance approach; a negative vote would trigger further Board review and engagement but would not be binding. The company emphasizes governance practices intended to align pay with long-term shareholder value and outlines risk-mitigating features such as deferred compensation, clawbacks, and no excise tax gross-ups. The Compensation and Benefits Committee will review results and consider actions as appropriate in light of voting outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.60% | 5,932,051 | $2.6B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.84% | 5,254,197 | $2.3B |
| 3 | STATE STREET CORP | 5.11% | 4,592,587 | $2.0B |
| 4 | BlackRock, Inc. | 3.98% | 3,579,426 | $1.6B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.88% | 2,588,065 | $1.1B |
| 6 | Aristotle Capital Management, LLC | 2.46% | 2,211,677 | $983M |
| 7 | BlackRock, Inc. | 2.14% | 1,922,364 | $854M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 1.60% | 1,440,645 | $638M |
| 9 | JPMORGAN CHASE CO | 1.41% | 1,268,700 | $556M |
| 10 | Boston Partners | 1.20% | 1,077,362 | $479M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.