Independent
Tenure on this board
12.8 yrs
Also a director at
Aptiv PLC (APTV)
10 nominees · 3 ballot items.
Election of ten directors; advisory approval of executive compensation (say-on-pay); and ratification of Deloitte as independent registered public accounting firm for fiscal year ending December 31, 2026.
Elect ten nominees named in the proxy to serve one-year terms until the 2027 annual meeting.
Non-binding, advisory “say-on-pay” vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to Named Executive Officers (NEOs) as detailed in the Compensation Discussion and Analysis and related tables. Management seeks shareholder affirmation that its pay practices — which emphasize performance-based incentives, multi-year awards, and retention mechanisms — align with shareholder interests. The Board and Compensation Committee recommend FOR, citing a majority of executive compensation structured as performance-based, use of long-term performance metrics (CFROI, Operating Margin, TSR modifiers), robust clawbacks, share ownership requirements, and independent consultant input to ensure competitiveness. The vote is advisory and not binding, but the Board will consider results when making future compensation decisions. Given the company received 97% support in 2025, management expects strong shareholder backing and uses the vote as governance feedback rather than a direct operational mandate.
Ratify the Audit and Finance Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.4% | 3,517,688 | $256M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 3,418,245 | $249M |
| 3 | AMERICAN CENTURY COMPANIES INC | 4.7% | 3,045,726 | $222M |
| 4 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 4.7% | 3,023,980 | $220M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,920,807 | $213M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 4.2% | 2,759,801 | $201M |
| 7 | HARRIS ASSOCIATES L P | 3.4% | 2,233,281 | $162M |
| 8 | STATE STREET CORP | 3.2% | 2,073,292 | $151M |
| 9 | BlackRock, Inc. | 3.1% | 1,997,324 | $145M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 3.0% | 1,969,672 | $140M |
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