Not independent
Tenure on this board
16.4 yrs
2 nominees · 3 ballot items.
Elect two Class III directors (Brett Schulman and James D. White) for three-year terms; approve, on an advisory basis, the compensation of the Company’s named executive officers (say-on-pay); and ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Elect two Class III directors, Brett Schulman and James D. White, each to serve a three-year term expiring at the 2029 annual meeting.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and accompanying narrative.
This proposal asks shareholders to approve, on a non-binding advisory basis, the Company’s executive compensation program as disclosed in the Compensation Discussion and Analysis and related tables. Management is seeking shareholder endorsement to confirm that its pay design and outcomes for named executive officers are aligned with company performance and stockholder interests; the Board and the People, Culture and Compensation Committee explicitly state their belief that the program is tied to performance and merits support. The advisory vote consolidates the Company’s compensation philosophy—mixing salary, short-term incentives tied to Adjusted EBITDA and revenue, and long-term equity awards—into a single up-or-down vote, without modifying compensation arrangements directly. Management frames the program as designed to attract, retain, and motivate executives while linking a significant portion of pay to performance metrics, and highlights recent changes (e.g., introduction of PSUs in 2026) that increase performance alignment. The Board further commits to review stockholder feedback from this non-binding vote and to consider such feedback in future compensation decisions, indicating an intention to respond to adverse outcomes. For sophisticated evaluation, key issues include: (1) the metrics chosen (Adjusted EBITDA and revenue for short-term incentives; Adjusted ROIC and Adjusted Diluted EPS for 2026 PSUs) and whether they drive long-term sustainable value; (2) the balance between time-based RSUs and stock options (historically) and the shift toward 50% PSUs/50% RSUs, which increases pay-for-performance but requires careful target-setting; (3) governance considerations including compensation committee independence and use of an independent consultant; (4) potential misalignment arising from formulaic targets vs. discretionary adjustments; and (5) the company’s pay outcomes in 2025 (payouts below maximum, with individual performance ratings) and prior strong shareholder support (91% in 2025). The Board recommends a FOR vote and argues that the program aligns with stockholders; an informed analyst should weigh the specific metric selection, target calibration, and recent pay outcomes against company performance and peer practices when assessing whether to support the advisory approval.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Artal Group S.A. | 8.2% | 9,507,990 | $769M |
| 2 | ALLIANCEBERNSTEIN L.P. | 7.9% | 9,185,954 | $539M |
| 3 | Capital Research Global Investors | 5.3% | 6,137,481 | $496M |
| 4 | BlackRock, Inc. | 5.1% | 5,896,297 | $477M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 4,445,384 | $360M |
| 6 | FMR LLC | 3.8% | 4,393,871 | $355M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.6% | 4,192,699 | $339M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.1% | 3,567,309 | $289M |
| 9 | STATE STREET CORP | 2.6% | 3,005,604 | $243M |
| 10 | BlackRock, Inc. | 2.5% | 2,910,816 | $235M |
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