Independent
Tenure on this board
13.1 yrs
16 nominees · 3 ballot items.
Election of 15 directors; Ratification of Ernst & Young LLP as independent auditor for 2026; Advisory approval (‘say-on-pay’) of named executive officers’ compensation.
To fix the number of directors at 15 and elect 15 persons to the Board for one-year terms.
Ratify Ernst & Young LLP as the Company’s independent auditor for fiscal year ending December 31, 2026.
This management proposal seeks shareholder ratification of the Audit Committee’s selection of Ernst & Young LLP (EY) as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The Audit Committee’s annual review considered EY’s professional qualifications, lead partner and engagement team, past audit performance, communication quality with the Committee, fee appropriateness, independence processes, long tenure dating back to the Company’s inception, and EY’s capacity to handle the Company’s operational complexity. Although ratification is not legally required, management submits the selection to shareholders as a routine governance practice to obtain shareholder input; if shareholders do not ratify the selection, the Audit Committee will revisit its choice. The Board recommends a vote FOR because the Committee concluded that EY’s qualifications, familiarity with the Company, and demonstrated audit capabilities and independence support continued retention. This proposal is a routine auditor ratification and is generally non-controversial; broker discretionary votes are permitted on this item.
Advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory (non-binding) shareholder vote to approve the compensation paid to the Company’s named executive officers, as disclosed in the proxy including the Compensation Discussion and Analysis and compensation tables. Pursuant to Dodd-Frank and SEC rules, this 'say-on-pay' vote allows shareholders to signal approval or disapproval of executive pay practices. Management explains compensation program design—mix of salary, annual and long-term incentives tied to relative EPS growth, business performance, and strategic objectives; stock ownership guidelines; clawback policy; and compensation committee oversight—and highlights that the Board and Compensation Committee use peer-group benchmarking. The Board recommends a vote FOR, noting prior shareholder support in 2025 and that the Compensation Committee will consider the advisory vote when making future decisions. As an advisory vote, the outcome will not directly change compensation but will inform the committee’s approach; the company holds a say-on-pay vote annually and a frequency vote every six years.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEORGE KAISER FAMILY FOUNDATION | 5.53% | 3,361,707 | $431M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.20% | 2,552,131 | $327M |
| 3 | ARIEL INVESTMENTS, LLC | 2.61% | 1,586,451 | $203M |
| 4 | FMR LLC | 1.69% | 1,025,623 | $131M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.63% | 988,557 | $127M |
| 6 | STATE STREET CORP | 1.60% | 969,414 | $124M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 1.41% | 855,392 | $110M |
| 8 | BlackRock, Inc. | 0.97% | 588,373 | $75M |
| 9 | CIBC Bancorp USA Inc. | 0.94% | 568,745 | $73M |
| 10 | CIBC WORLD MARKET INC. | 0.70% | 423,700 | $54M |
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