Not independent
Tenure on this board
6.2 yrs
Also a director at
Tic Solutions Inc (TIC)Nomad Foods Ltd (NOMD)
9 nominees · 4 ballot items.
Elect nine directors; Ratify KPMG as independent auditor; Advisory vote to approve named executive officer compensation (Say-on-Pay); Advisory vote on frequency of future Say-on-Pay votes (recommend annual).
Elect nine director nominees—Sir Martin E. Franklin, James E. Lillie, Ian G.H. Ashken, Russell A. Becker, Paula D. Loop, Anthony E. Malkin, Thomas V. Milroy, Cyrus D. Walker and Carrie A. Wheeler—for one-year terms expiring at the 2027 Annual Meeting.
Ratify the appointment of KPMG LLP as APi Group Corporation’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement for 2025.
This proposal seeks an advisory, non-binding approval of the compensation paid to APi Group’s named executive officers in 2025 as disclosed in the proxy statement. Management is asking shareholders to affirm that the company’s executive pay program is appropriately aligned with APi’s performance, long-term strategy, and shareholder interests. The Board and Compensation Committee emphasize that their compensation design is largely performance-based — substantial STI and PSU metrics tied to adjusted EBITDA and multi-year performance — and that prior Say-on-Pay votes have shown strong shareholder support (approximately 97.2% in 2025). The advisory vote does not change pay directly but provides feedback that the Board and Compensation Committee will consider in future pay decisions. Contextually, APi reported strong 2025 financial results (record net income and adjusted EBITDA), which translated into above-target payouts for STI (141.9%) and PSU vesting (185.9%) and supports management’s argument that pay reflects performance. Dissenting shareholder arguments (if any) are not presented in the filing for this proposal, and the Board frames this as a routine governance practice to obtain shareholder input. The Board recommends a vote FOR the proposal, noting the advisory nature and committing to consider vote outcomes in future compensation practices.
Advisory, non-binding vote asking shareholders to indicate whether future Say-on-Pay votes should occur every one, two, or three years; the Board recommends one year.
This management proposal asks shareholders, on an advisory and non-binding basis, to select the preferred frequency (every one, two, or three years) for future advisory votes on executive compensation. The Board recommends an annual frequency, arguing annual votes provide more timely shareholder feedback and allow more regular engagement on executive pay decisions. The proposal is procedural in nature and non-binding; however, the Board has stated it will consider shareholder feedback. There is little controversy in the filing and no shareholder proponents opposing the motion; customary practice is to recommend annual votes where management seeks regular shareholder input. The Board’s recommendation to opt for annual votes is consistent with its emphasis on shareholder engagement and regular oversight of compensation practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.8% | 20,691,653 | $838M |
| 2 | JANUS HENDERSON GROUP PLC | 4.5% | 19,518,267 | $791M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.8% | 16,637,282 | $674M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 16,615,915 | $673M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.6% | 15,617,230 | $633M |
| 6 | Durable Capital Partners LP | 3.4% | 14,775,236 | $599M |
| 7 | T. Rowe Price Investment Management, Inc. | 3.0% | 12,857,120 | $521M |
| 8 | STATE STREET CORP | 2.6% | 11,245,454 | $456M |
| 9 | BlackRock, Inc. | 2.5% | 10,963,231 | $444M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 6,757,031 | $274M |
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