Independent
Tenure on this board
6.0 yrs
2 nominees · 4 ballot items.
Re-elect two Class I directors; ratify KPMG as independent auditors for 2026; advisory approval of named executive officer compensation (say-on-pay); and transact any other business properly coming before the 2026 Annual Meeting.
To re-elect two current Class I directors, Harvey Klingensmith and Curtis Anastasio, to serve three-year terms expiring at the 2029 annual meeting.
To ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
An advisory (non-binding) vote to approve the compensation philosophy, policies and procedures described in the Compensation Discussion and Analysis and the compensation of the named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation framework as described in the Compensation Discussion and Analysis and the accompanying compensation tables. Management and the Compensation Committee seek this endorsement to demonstrate shareholder support for their pay-for-performance approach, which emphasizes a high percentage of at-risk and performance-based compensation (notably PSAP awards tied to ROIC and TSR modifiers, as well as annual cash incentives with relative and absolute metrics). The Company frames its program as competitive within its peer group while designed to align executives’ interests with long-term shareholder value through multi-year performance periods and meaningful ownership requirements. The Board recommends a vote in favor, citing consistent past shareholder approval (94.3% in 2025) and the Compensation Committee’s use of independent consultants, peer benchmarking, and clawback and anti-hedging policies to support sound governance. Opposing or withholding votes would signal dissatisfaction with pay decisions, potentially prompting additional shareholder engagement or adjustments to program design in future years; however, the vote is non-binding and does not directly alter compensation agreements. The CD&A discloses that the committee applied negative discretion to reduce cash payouts for 2025 despite earned results, underscoring governance oversight and responsiveness to broader performance and affordability considerations. The program’s reliance on relative ROIC rankings versus a defined peer group and a TSR modifier means outcomes can be sensitive to peer composition and market movements, which investors should consider when evaluating alignment and risk-taking incentives. Given the Company’s prior high say-on-pay support and the Board’s stated governance controls, the recommendation to vote "FOR" reflects management’s view that the program appropriately balances retention, competitiveness and shareholder alignment while retaining committee discretion to adjust payouts in light of broader circumstances.
To transact such other business as may properly come before the 2026 Annual Meeting or any adjournment thereof (includes the Board’s statement that it does not know of any other matters to be presented).
This open-ended agenda item covers any business that may properly arise at the meeting but which is not specifically described in the proxy materials. In practice this is a placeholder that gives the named proxies discretionary authority to vote on matters unforeseen at the time the proxy was printed. The Company explicitly states it does not know of any other matters expected to be presented, which is typical; nonetheless, the proxy card language ensures that, should additional proposals or routine procedural matters appear, shareholders who return signed but unmarked proxies will have their votes cast at the discretion of the named proxies. From a governance and investor perspective, open-ended items can matter when activist shareholders or third parties introduce new proposals or nominations without advance inclusion in the materials; however, the filing also describes advance notice and Rule 14a-8 deadlines for 2027, indicating procedures for properly submitting proposals in future meetings. Broker non-votes will not affect outcomes for certain proposals but may matter for non-routine matters requiring a majority of votes present and entitled to vote; shareholders holding through intermediaries should provide voting instructions if they wish their votes to be counted on non-routine matters. Because there is no specific substance to evaluate, the Board offers no recommendation beyond authorizing discretionary voting; investors who care about potential ad hoc proposals should monitor meeting-day developments or vote in advance with specific instructions. The presence of this item does not change the required vote standards for the enumerated proposals and is customary language to allow the meeting to address procedural or unexpected matters. While unlikely to be consequential in this instance (the Company says it expects no other matters), shareholders seeking to influence ad hoc business at meetings should ensure their brokers have voting instructions or attend in person with legal proxy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARIEL INVESTMENTS, LLC | 27.68% | 12,757,612 | $214M |
| 2 | BlackRock, Inc. | 11.17% | 5,147,320 | $86M |
| 3 | DISCIPLINED GROWTH INVESTORS INC /MN | 10.71% | 4,937,115 | $83M |
| 4 | EARNEST PARTNERS LLC | 6.63% | 3,055,996 | $51M |
| 5 | STATE STREET CORP | 4.47% | 2,060,537 | $35M |
| 6 | CWA Asset Management Group, LLC | 3.78% | 1,741,001 | $29M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.51% | 1,619,863 | $27M |
| 8 | BlackRock, Inc. | 3.01% | 1,386,519 | $23M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.75% | 1,265,473 | $21M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.72% | 1,254,836 | $21M |
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