Independent
Tenure on this board
10.2 yrs
Also a director at
Beyond Meat Inc (BYND)
9 nominees · 3 ballot items.
Three proposals: (1) elect nine directors to the Board, (2) ratify KPMG LLP as independent auditor for fiscal 2026, and (3) approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers (say-on-pay).
Elect nine directors to the Board to serve one-year terms expiring at the 2027 annual meeting.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026.
Non-binding, advisory approval of the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (say-on-pay).
This management proposal asks shareholders to cast a non-binding, advisory vote to approve the Company’s executive compensation program as disclosed in the proxy materials. Management seeks this vote annually to obtain stockholder feedback on pay practices and to demonstrate alignment between executive incentives and stockholder interests. The disclosed program emphasizes pay-for-performance: a large majority of CEO and other NEO target compensation is performance‑based, with a mix of annual cash incentives tied to revenue, non‑GAAP EPS and free cash flow, and long-term equity awards comprising time‑vested options/RSUs and performance stock units tied to multi-year EPS and, beginning in 2026, relative TSR. The Organization & Compensation Committee (OCC) retained an independent consultant, sets rigorous targets, includes clawback provisions and double-trigger change-in-control protections, and modified plan design to add TSR to better align with peers. Management frames recent payouts and program design as evidence of alignment (e.g., strong PSU outcomes and certification at maximum for the 2023–2025 cycle) and highlights governance safeguards such as independent committee oversight, stock ownership guidelines, and limits on perquisites. The vote is advisory and non-binding, but the OCC will consider the outcome when making future compensation decisions and has historically used say-on-pay feedback in program design. The Board recommends a 'FOR' vote, arguing that the program drives long-term value, incentivizes cash generation and profitability, and incorporates market practices and stockholder input. Key governance context includes the Company's recent operational restructuring, improved free cash flow and expanded buyback authorization, which management cites as supporting the compensation outcomes and future design changes. Investors evaluating the proposal should weigh the Company’s demonstrated performance, the strong link between pay and multi-year financial metrics, and the extent to which changes (like adding relative TSR) address investor alignment and market norms.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 11.06% | 21,586,998 | $1.8B |
| 2 | T. Rowe Price Investment Management, Inc. | 7.66% | 14,946,476 | $1.2B |
| 3 | Capital World Investors | 5.23% | 10,208,203 | $837M |
| 4 | STATE STREET CORP | 4.51% | 8,793,747 | $721M |
| 5 | BlackRock, Inc. | 3.26% | 6,351,943 | $521M |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.94% | 5,733,646 | $470M |
| 7 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 2.71% | 5,292,436 | $434M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.39% | 4,672,922 | $381M |
| 9 | BlackRock, Inc. | 2.08% | 4,056,697 | $332M |
| 10 | FRANKLIN RESOURCES INC | 2.05% | 3,997,344 | $328M |
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