Not independent
Tenure on this board
4.2 yrs
9 nominees · 4 ballot items.
Vote to elect nine directors; an advisory (non-binding) approval of named executive officer compensation (say-on-pay); ratification of KPMG as independent auditors for fiscal 2026; and consideration of any other proper business at the meeting.
Elect nine director nominees, each for 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.
This management-sponsored proposal asks stockholders to cast a non-binding advisory vote approving the Company’s named executive officer (NEO) compensation as disclosed in the proxy. Management seeks this endorsement to validate its pay framework and to obtain feedback that informs future compensation design; the Compensation Committee explicitly states it will consider the vote outcome in subsequent decisions. The Company’s executive pay program emphasizes pay-for-performance with a significant portion of compensation at risk: annual cash bonuses (MAIP) tied to operating cash flow, capital and cost metrics, safety and strategic goals, and long-term equity awards split between PSUs (50%) and RSUs (50%) using Free Cash Flow and ROCE with a relative TSR modifier. The proxy highlights governance safeguards—stock ownership guidelines, clawback and anti-hedging policies, double-trigger change-in-control protections, and independent consultant support—to support the Board’s recommendation. Recent practice and outcomes are relevant context: the 2025 say-on-pay received 93% support and fiscal 2025 MAIP funding was 126.56% of target while certain long-term PSUs paid out at 0% for the 2023–2025 cycle, demonstrating mixed performance signals. The vote is advisory and non-binding; however, a strong affirmative result provides the Board and Compensation Committee with social license for the existing design, while a weak result would trigger further engagement and potential program changes. The Board recommends a FOR vote on the grounds that the program aligns executive incentives with cash generation, return on capital and safety, balances retention with performance-based pay, and incorporates governance practices aimed at protecting shareholder interests. Analysts should weigh the non-binding nature of the vote against the Company’s explicit commitment to consider outcomes, the compensation design details (metrics and caps), recent payout history, and the potential for iterative adjustments based on stockholder feedback.
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2026.
Consider any other business that may properly come before the meeting and any postponement or adjournment of the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Koch, Inc. | 16.77% | 7,034,609 | $164M |
| 2 | SailingStone Capital Partners LLC | 11.50% | 4,825,611 | $113M |
| 3 | STATE STREET CORP | 5.54% | 2,322,476 | $54M |
| 4 | Ewing Morris Co. Investment Partners Ltd. | 4.80% | 2,014,327 | $40M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.17% | 1,748,555 | $41M |
| 6 | AMERICAN CENTURY COMPANIES INC | 4.00% | 1,678,675 | $39M |
| 7 | Engine Capital Management, LPActivist | 3.43% | 1,439,065 | $34M |
| 8 | Irenic Capital Management LP | 3.42% | 1,435,529 | $34M |
| 9 | Gumshoe Capital Management LLC | 3.01% | 1,264,883 | $30M |
| 10 | BlackRock, Inc. | 3.01% | 1,262,634 | $29M |
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