Not independent
Tenure on this board
13.1 yrs
7 nominees · 3 ballot items.
Elect seven directors; Ratify Ernst & Young LLP as independent registered public accounting firm; Advisory (non-binding) vote to approve executive compensation; Transact other business as may properly come before the meeting.
Elect seven directors (Dale Francescon, Robert J. Francescon, Patricia L. Arvielo, John P. Box, Keith R. Guericke, James M. Lippman, Elisa Zúñiga Ramírez) to serve for one-year terms.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Proposal asks stockholders to ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditor for 2026; management presents rationale based on auditor quality, experience, independence, familiarity with company, and cost; this is a routine governance matter and the Board recommends a FOR vote to maintain audit continuity and oversight; if not ratified, the Audit Committee would reconsider selection.
Non-binding, advisory approval of the compensation paid to the company’s named executive officers as disclosed in the proxy statement.
Management seeks non-binding approval of named executive officer compensation as disclosed; rationale emphasizes alignment of pay with performance, significant at-risk and performance-based compensation (PSUs and RSUs), adoption of governance features (mandatory holding periods, stock ownership guidelines, TSR modifier), and responsiveness to stockholder feedback; Board recommends FOR and will consider vote outcome in future decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.29% | 2,961,490 | $170M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 6.54% | 1,880,561 | $108M |
| 3 | Capital World Investors | 5.33% | 1,534,054 | $88M |
| 4 | STATE STREET CORP | 4.64% | 1,335,196 | $77M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.92% | 1,128,980 | $65M |
| 6 | WESTWOOD HOLDINGS GROUP INC | 3.89% | 1,118,689 | $64M |
| 7 | BlackRock, Inc. | 3.66% | 1,053,173 | $60M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.20% | 633,995 | $36M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.20% | 632,547 | $36M |
| 10 | NEW SOUTH CAPITAL MANAGEMENT INC | 1.97% | 567,980 | $33M |
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