Independent
Tenure on this board
3.1 yrs
11 nominees · 3 ballot items.
Election of eleven directors; advisory vote to approve named executive officer compensation; ratification of independent auditor Plante & Moran, PLLC; and any other properly presented matters.
Election of eleven nominees to the Board of Directors to serve one-year terms expiring in 2027.
A non-binding advisory resolution (say-on-pay) to approve the compensation of the Corporation’s named executive officers as disclosed in the proxy statement.
This management proposal requests non-binding advisory approval of the Corporation’s named executive officer compensation as disclosed in the proxy statement (often called a “say-on-pay” vote). Management seeks shareholder input on executive compensation practices and uses the advisory vote as a gauge of shareholder sentiment; it is not binding on the Board. The Board and Compensation Committee argue that the compensation program aligns pay with performance through a mix of base salary, cash incentives tied to multiple financial metrics, and equity awards with multi-year vesting and clawback provisions, and that the 2025 pay decisions were informed by peer benchmarking and consultant advice. The company notes that the Compensation Committee retains discretion in awarding bonuses and that a significant portion of incentive compensation is equity-based and subject to multi-year vesting to align management and shareholder interests. The Board recommends a vote FOR, stating the program is reasonable, aligns with peers, and supports retention and motivation of key executives; it also notes prior shareholder approval history and that the advisory vote will be considered in future compensation decisions.
Ratify the Audit Committee’s appointment of Plante & Moran, PLLC as the Corporation’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 6.44% | 1,337,588 | $30M |
| 2 | ALLIANCEBERNSTEIN L.P. | 4.55% | 945,715 | $21M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.38% | 910,539 | $21M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.15% | 862,447 | $20M |
| 5 | BlackRock, Inc. | 3.46% | 719,814 | $16M |
| 6 | ENDEAVOUR CAPITAL ADVISORS INC | 2.99% | 620,875 | $14M |
| 7 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.77% | 574,797 | $13M |
| 8 | BlackRock, Inc. | 2.59% | 538,513 | $12M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.00% | 414,954 | $9M |
| 10 | STATE STREET CORP | 1.92% | 400,008 | $9M |
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