Independent
Tenure on this board
30.4 yrs
10 nominees · 3 ballot items.
Election of ten directors; advisory (non-binding) vote to approve executive compensation (“say on pay”); and ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026.
Elect ten directors to serve until the next annual meeting and until their successors are elected and qualified.
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 this proxy statement. Management frames the request within the Dodd-Frank mandated advisory framework and emphasizes a pay-for-performance philosophy: compensation mixes significant annual and long-term incentives tied to adjusted EBITDA, excess cash, ROIC, net sales, working capital and business unit metrics, with restricted stock and three-year performance share LTIA cycles to align managers with shareholder outcomes. The board is seeking shareholder approval as a periodic governance validation and to demonstrate support for the compensation framework used to attract, retain and motivate senior executives while aligning their incentives with liquidity, capital efficiency and long-term stock value. In context, the company reports that its compensation committee uses independent advisors, peer-group analysis, clawback provisions, double-trigger change-in-control protections, and limits on hedging and excise tax gross-ups; it also reports substantial payouts under recent three-year performance cycles reflecting strong excess cash and ROIC but mixed business-unit results. Management argues that the mix of metrics (company-level and business-unit) balances growth, margin and working capital objectives and that long-term performance shares and restricted stock link realized pay to stock price movement and multi-year performance. Opponents (if any) could point to the advisory nature of the vote, the complexity of metrics, potential misalignment when stock price moves or business-unit shortfalls occur, and that advisory approval does not bind the company; however, the company commits to consider shareholder feedback. The board recommends FOR on the basis that the compensation programs are designed to deliver stockholder-aligned outcomes, have been reviewed by independent advisors, and have governance features (clawbacks, independent committee, no excise gross-ups) intended to protect stockholder interests. For sophisticated evaluation, the critical items to assess are the degree to which performance metrics drove realized payouts in recent cycles, sensitivity of long-term awards to share-price volatility, and whether the severance/change-in-control protections and pension/benefit treatments introduce retention incentives that could be paid without concomitant performance improvement.
Ratify the audit committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GOLDMAN SACHS GROUP INC | 4.9% | 4,005,836 | $19M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 3,412,207 | $16M |
| 3 | TWO SIGMA INVESTMENTS, LP | 4.0% | 3,221,189 | $15M |
| 4 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.9% | 3,193,895 | $15M |
| 5 | BlackRock, Inc. | 3.7% | 2,991,133 | $14M |
| 6 | BlackRock, Inc. | 2.8% | 2,233,020 | $11M |
| 7 | STATE STREET CORP | 2.2% | 1,779,744 | $9M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.0% | 1,656,563 | $8M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 1,614,887 | $8M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.9% | 1,562,488 | $8M |
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