Independent
Tenure on this board
22.3 yrs
8 nominees · 3 ballot items.
Election of eight Trustees; advisory (non-binding) approval of named executive officers’ compensation (say-on-pay); and ratification of PricewaterhouseCoopers LLP as independent auditor.
Annual election of eight trustee nominees to the Board for one-year terms.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This is an advisory (non-binding) say-on-pay proposal asking shareholders to approve the disclosed compensation of the named executive officers. Management seeks endorsement to validate its compensation philosophy, which emphasizes pay-for-performance with a substantial portion of compensation tied to annual AIAs and long-term equity (60% performance-based LTIP; 40% time-based). The Compensation Committee cites strong governance practices—formulaic AIAs, peer benchmarking, clawback policy, and ownership guidelines—to support its recommendation to vote FOR. The board highlights past shareholder support (96.4% approval in 2025) as evidence of alignment. Approval would not be binding but serves as feedback informing future compensation decisions; rejection could prompt the Compensation Committee to reassess compensation structures. Company-specific context includes strong 2025 performance, capped AIA payout at 150% despite calculated 164.1% scorecard, and robust LTIP designs tied to TSR relative to peers; the board argues these policies align management incentives with shareholder interests.
Ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for the current fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 10.46% | 11,859,067 | $363M |
| 2 | BlackRock, Inc. | 8.46% | 9,586,585 | $293M |
| 3 | ALLIANCEBERNSTEIN L.P. | 7.80% | 8,838,968 | $246M |
| 4 | STATE STREET CORP | 6.03% | 6,836,577 | $211M |
| 5 | BlackRock, Inc. | 5.35% | 6,068,580 | $186M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.46% | 5,053,885 | $155M |
| 7 | EARNEST PARTNERS LLC | 3.99% | 4,523,741 | $138M |
| 8 | WESTWOOD HOLDINGS GROUP INC | 2.86% | 3,245,746 | $99M |
| 9 | Channing Capital Management, LLC | 2.63% | 2,981,160 | $91M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.41% | 2,734,662 | $84M |
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