Not independent
Tenure on this board
4.1 yrs
10 nominees · 3 ballot items.
Election of ten directors; advisory vote to approve executive compensation (say-on-pay); appointment of PricewaterhouseCoopers LLP as auditor and authorization for Board to set remuneration.
Elect ten directors to serve until the 2027 annual meeting.
Non-binding advisory vote to approve the compensation of named executive officers (say-on-pay).
The advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of named executive officers as disclosed in the proxy materials, including the CD&A, tables and narrative. Management seeks shareholder approval to confirm its pay-for-performance approach linking incentive plans and long-term equity awards (PSUs tied to Adjusted Operating Cash Flow and rTSR) to company performance, and to validate practices like share ownership guidelines, clawbacks, capped payouts and double-trigger change-in-control protections. The Board recommends a FOR vote, citing strong shareholder support at the 2025 meeting (~94% in favor), the use of independent compensation consultants, and alignment of pay with performance metrics and shareholder value. The proposal is advisory and not binding; the Board and the Talent and Compensation Committee will consider the outcome in future compensation design.
Appoint PricewaterhouseCoopers LLP as the Company's auditor until the 2027 Annual Meeting and authorize the Board to fix the auditor’s remuneration.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PAULSON CO. INC. | 19.6% | 73,255,869 | $396M |
| 2 | GOLDENTREE ASSET MANAGEMENT LP | 9.3% | 34,665,731 | $187M |
| 3 | NOMURA HOLDINGS INC | 2.4% | 8,986,372 | $49M |
| 4 | HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND | 2.1% | 8,000,000 | $43M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.0% | 7,403,759 | $40M |
| 6 | MFN Partners Management, LP | 1.6% | 6,000,000 | $32M |
| 7 | Kohlberg Kravis Roberts Co. L.P. | 1.4% | 5,235,000 | $28M |
| 8 | ROYAL BANK OF CANADA | 1.4% | 5,200,000 | $28M |
| 9 | ING GROEP NV | 1.3% | 5,000,000 | $27M |
| 10 | Hudson Bay Capital Management LP | 1.3% | 5,000,000 | $27M |
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