4 nominees · 4 ballot items.
Election of four directors; advisory (non-binding) vote to approve executive compensation (Say-on-Pay); ratification of PwC as independent auditor for 2026; and transacting other business that may properly come before the meeting.
Elect four director nominees (Stephanie J. Disher, Diego Donoso, Heath Sharp, Stuart A. Taylor II) to serve one-year terms expiring in 2027.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
The Board is soliciting a non-binding advisory vote on the disclosure and structure of executive compensation for the named executive officers for 2025. Management asks shareholders to approve the overall compensation program as disclosed, emphasizing alignment with company performance via metrics such as Adjusted EBITDA and ROIC, significant equity-based pay with PSUs and RSUs, clawback policies, and stock ownership guidelines. The TMCC points to strong 2025 financial results, peer benchmarking, and prior robust stockholder support (approximately 97% in favor in 2025) as justification. A FOR vote signals continued support for the pay-for-performance structure; a substantial vote AGAINST would prompt the TMCC to consider changes. The proposal is routine, non-binding and intended to gather investor feedback on compensation philosophy and implementation at Atmus.
Ratify the appointment of PricewaterhouseCoopers LLP as Atmus’ independent registered public accounting firm for 2026.
Transact any other business that may properly come before the meeting or any adjournments thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.16% | 4,210,332 | $239M |
| 2 | FMR LLC | 4.93% | 4,029,873 | $229M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.52% | 3,689,470 | $209M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.37% | 3,566,486 | $202M |
| 5 | Invesco Ltd. | 3.92% | 3,200,628 | $182M |
| 6 | GOLDMAN SACHS GROUP INC | 3.66% | 2,992,398 | $170M |
| 7 | BlackRock, Inc. | 3.50% | 2,861,485 | $162M |
| 8 | BlackRock, Inc. | 3.31% | 2,707,197 | $154M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.89% | 2,357,271 | $134M |
| 10 | FIRST TRUST ADVISORS LP | 2.70% | 2,202,816 | $125M |
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