Independent
Tenure on this board
26.4 yrs
Also a director at
Firstcash Holdings Inc (FCFS)
8 nominees · 3 ballot items.
Elect eight directors; advisory approval of executive compensation (Say-on-Pay); ratify Grant Thornton LLP as independent auditor; transact any other business.
Elect eight director nominees to the Board of Directors, each for a one-year term.
Non-binding advisory vote to approve the Company’s executive compensation program as disclosed in the proxy statement.
This proposal asks shareholders to approve, on a non-binding advisory basis, the Company’s executive compensation program as described in the proxy statement. Management seeks approval to affirm its compensation philosophy, which emphasizes pay-for-performance, a mix of salary, short- and long-term incentives, and risk-mitigating features (clawbacks, no hedging or pledging, capped payouts). The board recommends approval because the Compensation Committee, with an independent consultant, concluded the program aligns executives’ interests with shareholders, ties a significant portion of pay to company performance (Adjusted EPS, TSR, ROIC), and includes governance safeguards. Context includes strong FY2026 performance, historical high say-on-pay support (98.2% in 2025), and the company’s use of PSUs (TSR and ROIC) and RSUs to balance retention and performance incentives. The vote is advisory, so while not binding, it informs future compensation decisions; management notes it will consider shareholder feedback. The Compensation Committee’s rationale emphasizes alignment with peers, risk control, and retention in a competitive market.
Ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year ending February 28, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.43% | 3,117,214 | $390M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.03% | 1,801,661 | $225M |
| 3 | T. Rowe Price Investment Management, Inc. | 5.21% | 1,557,944 | $195M |
| 4 | Capital International Investors | 4.82% | 1,439,850 | $180M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.48% | 1,339,151 | $168M |
| 6 | FMR LLC | 4.17% | 1,245,996 | $156M |
| 7 | STATE STREET CORP | 3.79% | 1,132,305 | $142M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.34% | 997,473 | $125M |
| 9 | BlackRock, Inc. | 2.95% | 881,064 | $110M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.10% | 627,513 | $79M |
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