Independent
Tenure on this board
2.1 yrs
10 nominees · 3 ballot items.
Stockholders will vote to elect the Board of Directors, cast a non-binding advisory vote to approve named executive officer compensation, and ratify Ernst & Young LLP as the company’s independent registered public accounting firm.
Election of ten directors to serve until the next annual meeting, with Common Stockholders electing four directors and Class A Common Stockholders electing six, as detailed by the Board’s nominees.
Non-binding, advisory vote asking stockholders to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of the disclosed compensation for the company’s named executive officers. Management frames the request as an endorsement of a pay program designed to align executive incentives with stockholder interests through a heavy weighting toward performance-based and long-term incentives, including restricted stock units, performance cash tied to ROIC, and performance stock tied to sustainability goals. The Compensation Discussion and Analysis explains that the CEO’s pay mix in 2025 was approximately 85% at-risk (annual and long-term incentives) and that targets are benchmarked to market medians using Willis Towers Watson data. The company highlights governance features supporting alignment — share ownership guidelines, a recoupment (clawback) policy, three-year vesting for long-term awards, and annual stockholder engagement — and notes that the Personnel and Compensation Committee reviews targets and risk. Contextual factors include the CEO transition in 2025, prorated awards for new hires, and specific sustainability and ROIC performance metrics that determine payouts; the committee also used an independent consultant and annual benchmarking. The Board recommends a “for” vote as a signal of support for these structures, noting prior strong stockholder support (approximately 94% approval in 2025) and that the vote is intended to inform future compensation decisions even though it is non-binding. For investors assessing the proposal, material considerations include the specific performance metrics (EBIT, net sales, ROIC, Return on Equity, and sustainability targets), the significant portion of pay tied to multi-year performance, and potential severance/change-in-control arrangements disclosed. The company also emphasizes risk-mitigation features (caps on payouts, balanced metrics, and clawbacks) to counter concerns over excessive risk-taking, while acknowledging the advisory nature of the vote and that the committee will consider the outcome in future compensation decisions.
Ratification by stockholders of the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.32% | 7,333,389 | $484M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.15% | 7,099,252 | $468M |
| 3 | STATE STREET CORP | 4.18% | 5,758,931 | $380M |
| 4 | FMR LLC | 3.44% | 4,741,853 | $313M |
| 5 | Impax Asset Management Group plc | 3.10% | 4,278,219 | $282M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.06% | 4,215,238 | $278M |
| 7 | Invesco Ltd. | 2.73% | 3,762,374 | $248M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.59% | 3,572,003 | $235M |
| 9 | BlackRock, Inc. | 2.53% | 3,480,384 | $229M |
| 10 | BlackRock, Inc. | 1.75% | 2,406,788 | $159M |
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