Not independent
Tenure on this board
39.4 yrs
9 nominees · 3 ballot items.
Elect nine directors; ratify PricewaterhouseCoopers LLP as independent auditors for 2026; and hold a non-binding advisory (Say-on-Pay) vote to approve executive compensation.
Elect nine directors to serve until the next annual meeting and until their successors are duly elected and qualified; uncontested election requires a majority of votes cast for election.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (the Compensation Discussion and Analysis and related tables).
This proposal requests a non-binding, advisory vote by shareholders to approve the Company’s executive compensation as disclosed in the proxy (CD&A, tables and narrative). Management seeks this vote to confirm stockholder support for the compensation framework and to demonstrate alignment between named executive officers’ pay and Company performance. The Company’s program links annual incentives to Adjusted EPS and Return on Assets and weights long-term incentives toward performance share units tied to three-year cumulative Adjusted EPS and relative TSR, with stock options that vest over time to promote retention. The Board emphasizes that a substantial portion (around 72–74% for named executives) of total direct compensation is performance-based and that stock ownership guidelines further align executives with long-term shareholder interests. Management also highlights governance features—majority voting for directors, a compensation committee composed of independent directors, clawback and double-trigger change-in-control provisions, and periodic peer-group benchmarking—to justify the program. The Board cites prior stockholder support and engagement, the Compensation Committee’s review processes and independent consultant input as reasons to recommend approval. As an advisory measure, approval would not be binding but would be considered by the Compensation Committee in designing future pay programs; rejection would likely trigger additional shareholder outreach and potential program revisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.1% | 815,699 | $308M |
| 2 | BlackRock, Inc. | 5.9% | 786,957 | $297M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.8% | 636,070 | $240M |
| 4 | STATE STREET CORP | 3.5% | 462,170 | $175M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 3.1% | 413,321 | $156M |
| 6 | BlackRock, Inc. | 3.1% | 409,286 | $155M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.7% | 357,181 | $135M |
| 8 | Van Berkom Associates Inc. | 2.5% | 330,176 | $125M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 2.3% | 306,886 | $116M |
| 10 | TWO SIGMA INVESTMENTS, LP | 2.3% | 301,587 | $114M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.