Independent
Tenure on this board
11.3 yrs
10 nominees · 5 ballot items.
Election of ten directors; advisory vote on frequency of advisory vote regarding executive compensation (board recommends annual); advisory (non-binding) approval of executive compensation (Say-on-Pay); ratification of KPMG as independent auditor for 2026; and other business properly presented.
Elect ten directors to the Company’s board of directors, each to serve a one-year term.
Non-binding advisory vote to select the frequency (1, 2, or 3 years) for future advisory votes on executive compensation; board recommends an annual vote.
This management proposal asks shareholders to indicate, on a nonbinding advisory basis, how often they would like the Company to hold future advisory votes on executive compensation (commonly called “say-on-pay” frequency). Management and the board support an annual vote and recommend shareholders select the one-year option, arguing annual votes provide a more frequent and timely mechanism for shareholders to express views about executive pay and allow the board and compensation committee to receive feedback more regularly and respond to shareholder concerns. The proposal is non-binding; however, the board will consider the outcome when determining the frequency. The context includes the Company’s strong historical investor support for executive compensation (average over 96% 2021–2025) and management’s view that annual votes support stronger governance. There are no regulatory or transaction-related reasons driving this vote; it is a governance practice decision. For investors evaluating governance, factors to consider include the board’s responsiveness to shareholder feedback, the cost and administrative burden of annual votes, and whether more frequent votes materially improve compensation oversight. The board’s recommendation cites improved governance and shareholder engagement as rationale; opponents of annual frequency might argue that less-frequent votes allow for longer-term assessment of pay outcomes and reduce administrative costs. The compensation committee will consider the vote result in setting future frequency but retains discretion.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement; board recommends a vote FOR.
This management proposal seeks a nonbinding advisory approval of the Company’s executive compensation (the compensation of named executive officers) as disclosed in the proxy statement (CD&A, tables, narrative). Management explains the program’s design: market-based target (generally 50th percentile), significant at-risk performance-based pay via short-term incentives (EBITDA and PRONWC measures) and long-term performance stock units tied to ROIC over a three-year period, use of independent advisor FW Cook, and robust clawback policies. The Board recommends a FOR vote based on the compensation committee’s determination that the program aligns executive incentives with long-term shareholder value and past shareholder support (over 96% approval average 2021–2025). The vote is advisory and nonbinding, but the Board will consider the result in future pay decisions. Analysts should weigh the program’s pay mix, performance metrics, historical payouts, and governance features (clawbacks, recoupment policies, equity vesting schedules) when evaluating the merits. The compensation committee’s discretion in payouts and severance/change-in-control protections also merit scrutiny for potential alignment or misalignment with shareholder interests.
Ratify KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
To transact such other business as may properly come before the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.39% | 4,008,512 | $304M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 6.36% | 2,236,355 | $170M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.29% | 2,213,885 | $168M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 5.19% | 1,825,541 | $138M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.58% | 1,612,286 | $122M |
| 6 | STATE STREET CORP | 4.14% | 1,455,900 | $110M |
| 7 | BlackRock, Inc. | 3.82% | 1,342,817 | $102M |
| 8 | ALLIANCEBERNSTEIN L.P. | 3.81% | 1,340,645 | $99M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.61% | 919,627 | $70M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.21% | 777,364 | $59M |
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