Not independent
Tenure on this board
11.4 yrs
10 nominees · 4 ballot items.
Four proposals: election of ten directors; ratification of PricewaterhouseCoopers as independent auditors for 2026; advisory (Say-on-Pay) vote to approve executive compensation; and, if properly presented, a shareholder proposal by John Chevedden to allow shareholders to act by written consent (board recommends against).
Elect ten nominees to the Board of Directors to serve until the next annual meeting or until their successors are elected.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement (the 'Say-on-Pay' vote).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosure and program for its Named Executive Officers as presented in the proxy materials. Management seeks shareholder approval to confirm support for a compensation framework that emphasizes pay-for-performance through a mix of time-based and performance-based restricted stock and cash incentives tied to objective metrics including modified operating cash flow, economic profit, relative TSR and ROIC. The Compensation Committee explains that roughly two-thirds of equity awards are performance-based, with vesting tied to TSR versus a peer index and ROIC targets measured over multi-year performance periods; annual cash bonuses are driven by economic profit and modified operating cash flow. The Board points to recent strong pay-for-performance outcomes (e.g., above-target payouts and long-term equity vesting results) and the high prior say-on-pay support (~92% in 2025) to justify continuing its approach. While the vote is advisory and non-binding, management indicates it will consider results when setting future pay; the Board recommends a FOR vote citing alignment with shareholder value creation and governance features such as independent committee oversight and clawback/compensation recovery policies. Key governance considerations include the composition of the peer group for TSR comparison, the dual-metric approach (TSR and ROIC) that balances market-relative performance with capital-efficiency measures, and the significant weighting of at-risk compensation to align incentives. Potential investor concerns include the magnitude of near-term payouts in years of strong financial performance and the design details of performance targets and discretion available to the Compensation Committee; however, the Company highlights disclosure, benchmarking, and consultant support to mitigate these concerns. In evaluation, an analyst should weigh the program’s heavy performance orientation and disclosed alignment mechanisms against observed payouts and the potential for elevated short-term awards during cyclical upswings, while noting the Company’s robust disclosure and governance safeguards.
Shareholder proposal from John Chevedden requesting the Board amend governing documents to permit shareholders to act by written consent with the minimum number of votes necessary to authorize an action at a meeting (no additional ownership-duration or holding-method restrictions).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.38% | 6,007,198 | $602M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.83% | 5,401,144 | $541M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.54% | 5,075,744 | $509M |
| 4 | FMR LLC | 4.00% | 4,468,582 | $448M |
| 5 | BlackRock, Inc. | 3.66% | 4,091,894 | $410M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 3.55% | 3,971,196 | $395M |
| 7 | STATE STREET CORP | 3.12% | 3,491,080 | $350M |
| 8 | BlackRock, Inc. | 2.56% | 2,858,243 | $287M |
| 9 | Swedbank AB | 2.27% | 2,541,183 | $255M |
| 10 | TWO SIGMA INVESTMENTS, LP | 2.23% | 2,490,017 | $250M |
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