Independent
Tenure on this board
10.9 yrs
8 nominees · 3 ballot items.
Shareholders will vote to elect eight directors, ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and approve on a non-binding advisory basis the compensation of the Company's named executive officers.
Election of eight director nominees (Alec C. Covington, Ernesto Bautista III, Robert M. Buck, Joseph S. Cantie, Tina M. Donikowski, Deirdre C. Drake, Mark A. Petrarca, and Nancy M. Taylor) to serve one-year terms or until their successors are elected and qualified.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation paid to the Company's named executive officers as disclosed in the Proxy Statement (the 'Say-on-Pay' vote).
This proposal requests a non‑binding, advisory approval of the compensation disclosed for the named executive officers (Say‑on‑Pay). Management seeks shareholder endorsement to validate its compensation philosophy and practices, which emphasize a pay‑for‑performance mix driven by performance‑based restricted stock units (PRSUs) and time‑based RSUs, capped annual cash incentives tied to specific company metrics, and stock ownership guidelines. The Compensation Committee ties short‑term bonus metrics to adjusted operating income (AOI) as a percentage of sales, AOI dollars, net sales, working capital, and safety incident rate, while long‑term incentives use cumulative EPS and relative TSR measures with payouts up to 200% of target. The Board recommends FOR the proposal, arguing these elements align management incentives with long‑term shareholder value, include risk‑mitigating features (clawback policy, capped payouts, mix of time- and performance-based awards), and have historically received strong shareholder support (approximately 96% in 2025). Because the vote is advisory, a favorable result does not change pay arrangements automatically but informs the Compensation Committee and Board when considering future program design. Investors evaluating the proposal should weigh the program’s heavy weighting toward equity-based, performance‑conditioned awards and the company’s recent compensation outcomes (notably large PRSU payouts tied to strong TSR and EPS performance) against any concerns about pay quantum, absolute CEO pay levels, and alignment during periods when operating income or net income fluctuate. The Committee’s use of objective, quantifiable metrics and external benchmarking, along with independent consultant engagement and clawback and ownership policies, are governance features intended to mitigate agency risk but do not eliminate potential shareholder scrutiny around realized payouts and pay-for-performance sensitivity. In sum, the proposal seeks shareholder affirmation of an established, performance‑oriented compensation structure that management views as appropriately calibrated to drive long‑term value, while investors retain the right to express concerns through their vote given the advisory nature of the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital Research Global Investors | 14.6% | 4,095,185 | $1.4B |
| 2 | BlackRock, Inc. | 6.3% | 1,767,375 | $621M |
| 3 | FMR LLC | 5.7% | 1,610,400 | $566M |
| 4 | Capital World Investors | 5.3% | 1,483,387 | $521M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,259,046 | $442M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.1% | 1,156,896 | $406M |
| 7 | STATE STREET CORP | 3.6% | 999,810 | $351M |
| 8 | VICTORY CAPITAL MANAGEMENT INC | 3.1% | 872,227 | $306M |
| 9 | BlackRock, Inc. | 3.0% | 835,715 | $294M |
| 10 | Boston Partners | 2.6% | 729,985 | $256M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.