Independent
Tenure on this board
12.1 yrs
10 nominees · 4 ballot items.
Elect ten directors to one-year terms; ratify Ernst & Young LLP as independent auditor; advisory (non-binding) vote to approve named executive officer (NEO) compensation; and approve an amendment to the 2016 Omnibus Compensation Plan to extend its term through May 21, 2036 and increase authorized shares by 24,160,000.
Election of the ten directors named in the proxy statement to serve until the next annual meeting (one-year terms).
Ratify appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory say-on-pay proposal asks shareholders to approve, on a non-binding basis, the overall compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to obtain shareholder feedback on its compensation philosophy and practices and to reinforce alignment between pay and performance. The Company’s compensation framework emphasizes a high proportion of at‑risk pay via annual incentives tied to a refined corporate scorecard and long-term performance awards weighted toward relative TSR and CROIC, with stock options added in 2025 to increase alignment with stock price appreciation. The MD&C Committee engaged with major shareholders during the year and made program adjustments—such as increasing quantitative metric weighting to 90%, disaggregating cost metrics, reintroducing production, and shifting long-term award weighting toward TSR—to enhance clarity, accountability, and pay-for-performance alignment. The Board recommends a FOR vote on the grounds that the program supports retention and motivates executives to deliver sustainable free cash flow, capital discipline, and operational performance while including safeguards (clawback policy, ownership requirements, caps on payouts when absolute TSR is negative). Because the vote is advisory, the Board and MD&C Committee will consider the outcome and shareholder feedback when evaluating future compensation decisions but are not bound to implement changes solely by the vote. In the context of recent results, the Company delivered strong free cash flow and balance sheet improvements in 2025, which management cites as evidence the compensation framework is driving desired outcomes. Investors evaluating this proposal should weigh the increased emphasis on relative TSR and CROIC, the multi-year vesting and cash-settle mechanics of performance awards, and the demonstrated shareholder engagement that informed the plan changes. Overall, the Board argues the program reasonably balances pay-for-performance with retention and governance protections, while shareholders must assess whether the redesigned metrics and payout histories sufficiently align executive incentives with long-term shareholder value.
Approve an amendment to extend the 2016 Omnibus Compensation Plan term by ten years (through May 21, 2036) and increase shares authorized under the plan by 24,160,000 shares.
This management proposal requests shareholder approval to amend the 2016 Omnibus Compensation Plan by extending its term through May 21, 2036 and increasing the authorized share reserve by 24,160,000 shares. Management seeks approval to preserve continuity in granting equity awards—used for retention, alignment with shareholders, and long-term incentives—without adopting a new plan, which it says avoids administrative complexity and preserves existing award terms. The Board and MD&C Committee evaluated historical equity usage, overhang (approximately 2.55% at year-end 2025), and multi-year burn rates (0.39%, 0.25%, 0.21% for 2025–2023) and concluded the requested increase is reasonable and consistent with peer practices. The Amendment includes governance protections such as no repricing without shareholder approval, no discounted options, limited liberal share recycling, minimum vesting requirements, clawback provisions, and no evergreen feature, intended to mitigate dilution and preserve shareholder interests. If not approved, the plan would expire in May 2026 and no new grants could be made under it, forcing the Company to consider cash alternatives or a replacement plan, which management argues could impair competitiveness for talent and alignment with shareholders. Investors should weigh the incremental dilution (the proposed increase is approximately 6.84% of shares outstanding as of the record date absent other effects) against the Company’s low historical burn rate and the importance of equity awards to its compensation structure. The Board recommends FOR on the basis that the amendment balances the Company’s need to continue competitive equity grant practices with shareholder protections and prudent dilution management, but shareholders should assess whether the proposed share increase and plan duration align with their views on dilution and long-term incentive design.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 9.1% | 32,015,114 | $1.4B |
| 2 | STATE STREET CORP | 7.0% | 24,803,994 | $1.1B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 22,973,674 | $975M |
| 4 | BlackRock, Inc. | 5.2% | 18,339,929 | $778M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.9% | 17,279,938 | $733M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 4.4% | 15,519,303 | $659M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.5% | 12,340,424 | $524M |
| 8 | FMR LLC | 2.9% | 10,283,899 | $436M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.6% | 9,356,881 | $396M |
| 10 | Smead Capital Management, Inc. | 2.3% | 8,269,815 | $351M |
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