Independent
Tenure on this board
4.2 yrs
Also a director at
Hyatt Hotels Corp (H)
10 nominees · 4 ballot items.
Elect ten directors; ratify the appointment of Ernst & Young LLP as independent registered public accounting firm; advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); and transact any other business properly brought before the meeting.
Elect the ten nominees proposed by the Board of Directors to serve as directors until the 2027 annual meeting.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement (the annual "say-on-pay" vote). Management seeks this approval to confirm shareholder support for its compensation philosophy and to maintain alignment between executive pay and the Company’s strategic objectives, particularly following a CEO transition and the introduction of the Consumer First Formula. The Company emphasizes a pay-for-performance design: short-term cash incentives tied to adjusted operating income and absolute net sales (with 2025 mid-year payouts and a transition to an annual structure in 2026), and long-term performance share units (PSUs) tied 50/50 to relative TSR and adjusted operating income margin with a negative absolute TSR cap. Management also highlights recent changes to compensation design (increased weighting of net sales in short-term incentives, introduction of an annual strategic modifier, and higher CEO performance-based equity weighting) intended to support top-line growth and long-term shareholder value. The Board points to governance safeguards—independent compensation consultant, clawback/recovery policies, robust stock ownership guidelines, annual say-on-pay votes, and prior strong shareholder support (96.05% in 2024 and 98.8% in 2025)—as reasons to recommend a FOR vote. While the vote is advisory and non-binding, a FOR vote provides the Board and Human Capital & Compensation Committee with evidence of shareholder endorsement for the current compensation approach and its ongoing evolution to support the Consumer First Formula. Opposing viewpoints would focus on specific metrics, magnitude of pay, or perceived misalignment; however, management’s changes (PSU structure and caps, emphasis on performance-based equity, and disclosure) are intended to mitigate these criticisms. The Board’s recommendation reflects a judgment that the program balances competitive pay, retention, and strong links between realized pay and multi-year company performance.
Transact such other business as may properly come before the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 8.3% | 16,769,072 | $313M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.5% | 15,021,767 | $280M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 5.4% | 10,904,483 | $204M |
| 4 | BlackRock, Inc. | 5.4% | 10,795,173 | $202M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 9,156,990 | $171M |
| 6 | D. E. Shaw Co., Inc.Activist | 3.5% | 6,992,163 | $131M |
| 7 | STATE STREET CORP | 3.4% | 6,937,586 | $130M |
| 8 | BlackRock, Inc. | 3.0% | 6,070,573 | $113M |
| 9 | ALLIANCEBERNSTEIN L.P. | 2.9% | 5,746,319 | $115M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.2% | 4,473,665 | $84M |
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