Independent
Tenure on this board
0.7 yrs
4 nominees · 3 ballot items.
Election of one Class II director and three Class III directors; advisory vote to approve named executive officer compensation (say-on-pay); and ratification of Baker Tilly US, LLP as independent registered public accounting firm.
Election of one Class II director (Elisabeth A. Eden) and three Class III directors (Thomas J. Bresnan, Ronald G. Forsythe, Jr., and Sheree M. Petrone) to serve until the 2028 Annual Meeting.
Advisory, non-binding vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement.
This is a non-binding advisory 'say-on-pay' proposal asking shareholders to approve the compensation of the Company's Named Executive Officers as disclosed in the proxy. Management seeks approval to validate its pay-for-performance approach, which includes base salary, short-term cash incentives and long-term performance-based equity awards tied to metrics such as growth in long-term earnings, ROE, and TSR. The Compensation Committee, advised by FW Cook, believes compensation is competitive with peer groups and aligns with shareholder interests; it recommends a vote FOR. The proposal is routine in practice for shareholder feedback, non-binding, and broker non-votes have no effect on the result. The committee emphasizes governance controls including caps, clawbacks, stock ownership requirements and independent compensation consultant involvement to mitigate excessive risk.
Advisory, non-binding vote to ratify Baker Tilly US, LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.58% | 2,539,362 | $321M |
| 2 | T. Rowe Price Investment Management, Inc. | 9.91% | 2,378,936 | $301M |
| 3 | STATE STREET CORP | 5.18% | 1,242,638 | $158M |
| 4 | Neuberger Berman Group LLC | 4.50% | 1,079,094 | $136M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.42% | 1,060,795 | $134M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.29% | 790,706 | $100M |
| 7 | ALLIANCEBERNSTEIN L.P. | 3.19% | 765,775 | $96M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 2.91% | 698,163 | $88M |
| 9 | BlackRock, Inc. | 2.90% | 696,950 | $88M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.04% | 489,513 | $62M |
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