Not independent
Tenure on this board
1.7 yrs
9 nominees · 3 ballot items.
Election of nine directors; advisory approval of named executive officer compensation; ratification of Deloitte & Touche LLP as independent auditor; and any other matters that may properly come before the meeting.
Election of nine directors nominated to hold office for one-year terms.
Non-binding, advisory vote approving the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management is seeking shareholder affirmation of its pay practices to confirm alignment with the Company’s pay-for-performance philosophy, which mixes base salary, annual cash incentives tied to pretax income and ROIC, and equity awards (PSUs with EPS goals and TSR modifier, and RSUs). The Board supports annual say-on-pay votes and indicates it will consider the vote outcome in future compensation decisions; the Compensation Committee describes benchmarking, use of independent advisors, and performance metrics used to set awards. The proposal is procedural (advisory) and not binding; a majority of votes cast is required for approval. The Board recommends a vote FOR and justifies this by describing their governance processes, performance outcomes in 2025, and compensation design aligned with shareholder interests.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.6% | 3,620,576 | $260M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.1% | 2,416,723 | $173M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.6% | 2,263,364 | $162M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 1,438,737 | $103M |
| 5 | STATE STREET CORP | 3.9% | 1,343,313 | $96M |
| 6 | BlackRock, Inc. | 3.4% | 1,145,682 | $82M |
| 7 | JANUS HENDERSON GROUP PLC | 2.5% | 860,942 | $62M |
| 8 | Rubric Capital Management LP | 2.5% | 855,819 | $61M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 2.4% | 829,635 | $60M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.2% | 757,448 | $54M |
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