Independent
Tenure on this board
10.1 yrs
11 nominees · 3 ballot items.
Election of eleven directors; advisory approval of named executive officer compensation (Say-on-Pay); ratification of PricewaterhouseCoopers LLP as independent auditor.
Elect eleven nominees to the Board of Directors for one-year terms.
Non-binding, advisory approval of the compensation paid to the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement. Management seeks this approval to validate its pay-for-performance programs, which it says align executive incentives with stockholder interests through a mix of cash and equity, performance-based multi-year awards (MYLTIP), and a special 2025 Outperformance Plan (OPP) tied to stretch, dividend-adjusted stock price hurdles. The board recommends a vote FOR, arguing that compensation is largely “at risk,” heavily equity-based, and has been adjusted in response to investor feedback (including changes to AIP and MYLTIP metrics). The proposal is advisory and not binding, but the Board and Compensation Committee will consider the results in future compensation decisions. The proxy discloses significant investor engagement and rationale for program design, including CEO employment agreement extensions and OPP awards intended to retain leadership and align long-term execution of strategic plans with stockholder value creation.
Ratify the Audit Committee's appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COHEN STEERS, INC. | 13.07% | 20,849,327 | $1.1B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.04% | 12,824,544 | $666M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.25% | 9,970,641 | $517M |
| 4 | STATE STREET CORP | 6.20% | 9,890,068 | $520M |
| 5 | First Eagle Investment Management, LLC | 5.74% | 9,154,647 | $475M |
| 6 | APG Asset Management US Inc. | 4.52% | 7,212,581 | $368M |
| 7 | BlackRock, Inc. | 4.06% | 6,469,636 | $336M |
| 8 | BlackRock, Inc. | 3.28% | 5,226,925 | $271M |
| 9 | Invesco Ltd. | 3.03% | 4,830,742 | $251M |
| 10 | Daiwa Securities Group Inc. | 2.71% | 4,319,777 | $224M |
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