Independent
Tenure on this board
19.5 yrs
10 nominees · 3 ballot items.
Elect ten director nominees for one-year terms; approve, on an advisory basis, the compensation of named executive officers (“say on pay”); and ratify Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.
Elect the ten director nominees named in the proxy statement, each to serve a one-year term.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, tables and related material).
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and related materials. Management is seeking shareholder endorsement to confirm that its pay philosophy—heavy emphasis on at‑risk, performance-based compensation (a mix of annual AIP and long‑term PSUs/SOSARs/RSUs), robust stock ownership guidelines, clawback provisions and multi-metric performance measures—remains aligned with shareholder interests. The Board and Compensation Committee frame the request in the context of linking pay to long‑term restaurant-level cash flow dollars, new restaurant openings and other operational metrics, and they cite governance safeguards such as third‑party compensation consultants, disclosure of metrics, and limits on one‑time awards. Company disclosure acknowledges recent shareholder feedback: the 2025 advisory vote received only ~55% support, largely driven by concerns about August 2024 one‑time retention awards, prompting enhanced engagement and a commitment by the Committee to restrict one‑time awards to truly extraordinary circumstances and to disclose clear rationale for any such awards. Management argues that, notwithstanding the prior lower vote, the core compensation program remains appropriately calibrated to incentivize performance and retain key leadership during transitions while protecting shareholder value through deferral, vesting schedules and payout caps tied to relative TSR thresholds. The Board recommends a “FOR” vote and notes it will continue to review voting results and shareholder feedback when making future compensation decisions. For an analyst assessing the merits, key issues are the extent to which disclosure and policy changes after the 2025 vote (limiting future one‑time awards, enhanced engagement) materially address investor concerns, the sensitivity of realized pay to underlying performance metrics (PSU payout ranges and AIP structure), and the continued use of governance mechanisms to guard against excessive risk‑taking or misalignment of incentives. The proposal is advisory and non‑binding, but it provides a critical signal to the Board about investor tolerance for current pay practices and any remaining governance or design issues that might require further remediation.
Ratify the Audit & Risk Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.60% | 84,673,322 | $2.7B |
| 2 | Capital World Investors | 6.29% | 80,672,018 | $2.6B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.76% | 61,084,721 | $2.0B |
| 4 | STATE STREET CORP | 4.28% | 54,840,806 | $1.8B |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.04% | 51,869,922 | $1.7B |
| 6 | BlackRock, Inc. | 3.87% | 49,669,585 | $1.6B |
| 7 | Capital International Investors | 3.34% | 42,802,171 | $1.4B |
| 8 | BlackRock, Inc. | 2.20% | 28,245,638 | $904M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.04% | 26,196,098 | $834M |
| 10 | FMR LLC | 1.47% | 18,834,779 | $603M |
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