Independent
Tenure on this board
5.3 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of BDO USA, P.C. as independent auditors; Advisory (non-binding) approval of named executive officer compensation.
Elect nine director nominees (Ivy Brown, Steven F. Goldstone, Aylwin Lewis, Lester Owens, Christopher Pappas, John Pappas, Richard N. Peretz, Debra Walton-Ruskin and Wendy M. Weinstein) to hold office until the next annual meeting.
Ratify the selection of BDO USA, P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 25, 2026.
This proposal asks shareholders to ratify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for fiscal 2026. Management is seeking shareholder approval as a governance practice, though shareholder ratification is not required by law. The Audit Committee has overseen BDO’s retention since 2006 and reviewed fees and independence; the committee concluded that BDO’s services did not compromise its independence. Ratification provides the Board with a stronger mandate and, if not approved, would prompt the Audit Committee to reconsider the selection. The Board recommends a vote FOR the proposal to maintain continuity and oversight of the audit function.
Non-binding advisory vote to approve the 2025 compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory approval of the Company’s executive compensation as disclosed in the proxy statement. Management seeks shareholder endorsement of its pay-for-performance compensation design, which includes base salary, a performance-based annual cash incentive tied to AEBITDA, and long-term equity awards with performance metrics (AEBITDA, ROIC, and share price). The Compensation Committee engaged independent consultants, set challenging performance targets, and implemented double-trigger change-in-control protections. The Board argues that the program aligns executives’ interests with shareholders, incentivizes growth, and that prior say-on-pay votes were overwhelmingly supportive. A FOR vote is recommended, but the result is advisory only and the Board will consider voting outcomes in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.39% | 3,827,740 | $228M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 4.92% | 2,004,484 | $119M |
| 3 | VICTORY CAPITAL MANAGEMENT INC | 4.20% | 1,710,882 | $102M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.97% | 1,617,892 | $96M |
| 5 | JPMORGAN CHASE CO | 3.60% | 1,467,174 | $86M |
| 6 | STATE STREET CORP | 3.46% | 1,410,903 | $84M |
| 7 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 3.16% | 1,288,165 | $77M |
| 8 | ALLIANCEBERNSTEIN L.P. | 3.02% | 1,231,558 | $77M |
| 9 | BlackRock, Inc. | 2.94% | 1,200,508 | $71M |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.86% | 1,165,161 | $69M |
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