Not independent
Tenure on this board
9.4 yrs
Also a director at
Hormel Foods Corp (HRL)
9 nominees · 3 ballot items.
Election of nine directors; non-binding advisory vote to approve executive compensation (say-on-pay); ratification of PwC as independent auditor for 2026.
Elect nine nominated directors to the Board for one-year terms ending in 2027.
Approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement.
This management proposal asks shareholders to cast a non-binding advisory "say-on-pay" vote to approve the compensation of the named executive officers as disclosed in the proxy. Management and the HRCC argue the program is pay-for-performance, with a mix of base salary, annual cash incentives tied to rigorous corporate and investment metrics, and long-term incentives (P-shares and RSUs) tied to Operating ROE, Operating EPS and relative TSR, and that these plans attract, retain and motivate executives. The proxy details target and actual payouts, benchmarking to peers, compensation consultant involvement (Willis Towers Watson), clawback provisions, stock ownership guidelines, and governance practices. The Board recommends a "FOR" vote because the HRCC believes compensation aligns management and shareholder interests, uses rigorous metrics and includes risk-mitigating features like caps, multi-year vesting, and clawbacks. Shareholder approval is advisory and the Board will consider vote results in future compensation decisions.
Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.08% | 7,544,958 | $310M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.21% | 6,734,778 | $277M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.40% | 4,104,482 | $169M |
| 4 | STATE STREET CORP | 4.30% | 4,014,130 | $165M |
| 5 | FULLER THALER ASSET MANAGEMENT, INC. | 4.02% | 3,752,992 | $154M |
| 6 | FRANKLIN RESOURCES INC | 3.92% | 3,660,214 | $150M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.84% | 3,583,290 | $147M |
| 8 | BlackRock, Inc. | 3.82% | 3,564,982 | $146M |
| 9 | LSV ASSET MANAGEMENT | 3.38% | 3,155,032 | $130M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 3.37% | 3,147,766 | $129M |
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