Independent
Tenure on this board
4.7 yrs
11 nominees · 4 ballot items.
Election of 11 directors; advisory (non-binding) approval of executive compensation (Say-on-Pay); ratification of Deloitte & Touche LLP as independent auditor; and consideration of a stockholder proposal to permit stockholder action by written consent.
Election of 11 nominees to serve as directors for one-year terms.
Non-binding advisory vote to approve the compensation disclosed for the Company’s named executive officers (Say-on-Pay).
This management proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s 2025 executive compensation disclosures and pay practices. Management seeks shareholder endorsement to affirm that the mix of base salary, annual incentive (AIP) metrics, and long-term incentives (majority in stock options with PSUs and RSUs) appropriately aligns executive interests with long-term shareholder value. The Company emphasizes a pay-for-performance approach: AIP uses multiple financial metrics (Net Sales, Gross Margin, Adjusted Diluted EPS, Cash from Operations and previously Strategic Initiatives) with adjustments for one-time items, while LTI awards combine options, PSUs tied to relative TSR, and RSUs to support retention and alignment. The Board highlights governance safeguards including independent compensation committee oversight, independent compensation consultant, clawback policies, stock ownership guidelines and a ‘‘double-trigger’’ change-in-control structure for post-2019 awards. The Board points to stockholder engagement and prior strong say-on-pay support (≈89% in 2025) as evidence that compensation policies are broadly accepted. A vote FOR signals support for management’s compensation philosophy and recent 2025 compensation decisions; a vote AGAINST would signal investor dissatisfaction and could prompt further engagement and potential program changes. Given the Board’s detailed rationale, it recommends FOR to reaffirm alignment between pay outcomes and Company performance.
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
A stockholder proposal asking the Board to take steps to permit stockholder action by written consent with the same vote threshold that would be required at a meeting.
The proposal would require the Board to allow stockholder action by written consent at a vote threshold equal to the number of votes necessary to authorize the action at a meeting. The proponent argues written consent enables shareholders to act between meetings, increasing accountability, citing endorsements from major institutional investors and governance advisors and examples of peer companies that permit written consent. Management counters that existing rights—25% threshold to call special meetings, proxy access, robust year‑round engagement, annual director elections, and other governance mechanisms—provide adequate avenues for stockholder influence and that written consent could enable a small or transient group to effect change without full deliberation, potentially disenfranchising other stockholders. The Company frames written consent as unnecessary and potentially disruptive, noting less than one‑third of S&P 500 companies permit it; it prefers special meetings where all shareholders can participate and deliberate. The controversy centers on balancing rapid shareholder initiative and accountability against risks of minority or opportunistic actions outside a transparent meeting process; the Board recommends against adoption while proponents argue for empowering stockholder action between meetings.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 15,412,777 | $1.4B |
| 2 | STATE STREET CORP | 5.91% | 13,999,709 | $1.3B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.46% | 12,939,622 | $1.2B |
| 4 | BlackRock, Inc. | 3.94% | 9,339,280 | $872M |
| 5 | JPMORGAN CHASE CO | 3.09% | 7,327,575 | $688M |
| 6 | Capital International Investors | 3.09% | 7,319,561 | $683M |
| 7 | Fundsmith LLP | 2.80% | 6,641,508 | $620M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.34% | 5,538,231 | $515M |
| 9 | BlackRock, Inc. | 2.26% | 5,352,582 | $500M |
| 10 | Allspring Global Investments Holdings, LLC | 2.10% | 4,975,939 | $462M |
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