Independent
Tenure on this board
4.1 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; Ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026; Advisory (non-binding) vote to approve named executive officer compensation for fiscal 2025.
Elect three nominees (Bhavani Amirthalingam, Orvin T. Kimbrough and Margaret M. Newman) as Class II directors for three-year terms expiring in 2029.
Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year ending January 31, 2027 (fiscal 2026).
Non-binding, advisory 'say-on-pay' vote to approve the fiscal 2025 compensation of the named executive officers as disclosed in the proxy statement.
The Board is asking shareholders to cast a non-binding advisory vote to approve the compensation disclosed for the Company's named executive officers (NEOs) for fiscal 2025. This 'say-on-pay' proposal is intended to provide shareholders a voice on executive pay and to inform the Talent and Compensation Committee and the Board about shareholder sentiment. Management frames NEO compensation as aligned with a pay-for-performance philosophy, tying annual incentive payouts to Adjusted EBITDA and working capital metrics and linking long-term incentives to stock price through options, RSUs and performance share awards with fiscal 2028 targets. While the vote is non-binding, the Board will consider the outcome when making future compensation decisions. The Board recommends a 'FOR' vote on this proposal, citing alignment with strategic goals and retention of executive talent.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 8.29% | 16,134,049 | $838M |
| 2 | BlackRock, Inc. | 5.52% | 10,737,351 | $558M |
| 3 | Select Equity Group, L.P. | 4.00% | 7,778,376 | $404M |
| 4 | Pictet Asset Management Holding SA | 3.82% | 7,441,427 | $387M |
| 5 | Capital World Investors | 3.23% | 6,292,740 | $327M |
| 6 | STATE STREET CORP | 2.95% | 5,733,516 | $298M |
| 7 | ROYAL LONDON ASSET MANAGEMENT LTD | 2.92% | 5,688,595 | $296M |
| 8 | BlackRock, Inc. | 2.82% | 5,497,773 | $286M |
| 9 | FIRST TRUST ADVISORS LP | 2.73% | 5,318,070 | $276M |
| 10 | FMR LLC | 2.34% | 4,563,983 | $237M |
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