Independent
Tenure on this board
16.1 yrs
Also a director at
Perrigo Co PLC (PRGO)Lamb Weston Holdings Inc (LW)
10 nominees · 4 ballot items.
1) Election of ten directors nominated by the Board for one-year terms; 2) Advisory vote to approve executive compensation (say-on-pay); 3) Ratification of PwC as independent registered public accounting firm for fiscal year 2026; 4) Stockholder proposal to require an independent Board Chairman (if properly presented).
Election of the ten directors nominated by the Board to serve one-year terms.
Non-binding, advisory vote to approve the compensation of the Named Executive Officers as disclosed in the CD&A and executive compensation tables.
The proposal asks stockholders to approve, on a non-binding advisory basis, the compensation of the Named Executive Officers (NEOs) as disclosed in the proxy's CD&A and executive compensation tables. Management seeks shareholder approval to affirm its executive pay practices and alignment of compensation to company performance, citing the pay-for-performance design, substantial weighting of long-term incentives tied to EVA and TSR, and robust governance such as independent Compensation Committee oversight and clawback policies. The Board’s recommendation to vote FOR reflects its view that the program incentivizes long-term value creation, aligns executives with stockholders, contains risk-mitigating features (clawbacks, stock ownership policy, double-trigger change-in-control protections), and responded to investor engagement; the vote will be advisory and non-binding but will inform future committee decisions. Context includes strong prior say-on-pay support (95% in 2025), recent compensation program review and revisions for 2026, and evolving market practices influencing LTI design. The committee’s rationale emphasizes retention, market-competitive pay, and strategic adjustments to better drive business-unit accountability while maintaining enterprise alignment.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm for fiscal year 2026.
Stockholder proposal requesting the Board adopt a policy requiring separate persons to serve as Chairman and CEO and that the Chairman be an independent director; may be voted if properly presented at the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 6.8% | 5,212,323 | $900M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 5,009,707 | $865M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.4% | 4,864,202 | $840M |
| 4 | STATE STREET CORP | 4.9% | 3,755,026 | $648M |
| 5 | T. Rowe Price Investment Management, Inc. | 3.8% | 2,930,719 | $506M |
| 6 | BlackRock, Inc. | 3.5% | 2,680,661 | $463M |
| 7 | MORGAN STANLEY | 3.0% | 2,280,298 | $394M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 1,915,482 | $329M |
| 9 | AMERIPRISE FINANCIAL INC | 2.3% | 1,749,113 | $302M |
| 10 | BlackRock, Inc. | 2.3% | 1,728,599 | $298M |
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