Not independent
Tenure on this board
2.0 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; advisory vote to approve named executive officer compensation (say-on-pay); ratify PricewaterhouseCoopers LLP as independent auditors for fiscal 2026; and transact any other business properly before the meeting.
Elect Vipin Gopal, William K. Newton, and Marc R. Watkins, MD as Class II directors, each for a term of three years and until their respective successors are elected and qualified.
Advisory (non-binding) approval of the compensation of the company's named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the overall compensation of the company’s named executive officers as disclosed in the proxy statement. Management and the Human Capital and Compensation Committee seek this advisory approval to gauge investor support for the executive compensation program and to demonstrate responsiveness to stockholder views; the committee has historically considered prior say-on-pay results (78.4% support in 2025) when evaluating compensation. The proposal is advisory only and does not bind the company, but the Human Capital and Compensation Committee will take the outcome into account in future compensation design. Key context includes the company’s emphasis on performance-based pay (EBITDA and EPS metrics, equity awards), stock ownership guidelines, and compensation recovery policies aligned to NYSE and SEC rules. The board recommends a FOR vote citing alignment of pay with performance, safeguards against risky incentives (recovery policy), and past shareholder support as justification. A sophisticated evaluation should weigh the company's pay-for-performance linkages, the significant equity-heavy compensation for the CEO in 2025, potential dilution from equity plans, and governance features such as clawbacks and ownership guidelines when assessing whether the advisory vote outcome indicates sufficient shareholder alignment.
Ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 13.18% | 16,859,023 | $362M |
| 2 | BlackRock, Inc. | 9.73% | 12,445,468 | $267M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.27% | 6,738,925 | $145M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.98% | 5,095,516 | $109M |
| 5 | STATE STREET CORP | 3.60% | 4,602,825 | $99M |
| 6 | BlackRock, Inc. | 2.62% | 3,353,357 | $72M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.28% | 2,913,173 | $62M |
| 8 | T. Rowe Price Investment Management, Inc. | 2.00% | 2,562,528 | $55M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.97% | 2,519,559 | $54M |
| 10 | JPMORGAN CHASE CO | 1.85% | 2,366,478 | $50M |
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