Not independent
Tenure on this board
0.7 yrs
Also a director at
Ge Vernova Inc (GEV)
12 nominees · 3 ballot items.
Election of 12 directors; Ratification of Ernst & Young LLP as independent auditors for 2026; Advisory (non-binding) approval of named executive officer compensation (Say-on-Pay).
Elect 12 director nominees to hold office for a one-year term until the 2027 Annual Meeting or their successors are elected and qualified.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Advisory non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables.
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the CD&A and accompanying tables. Management seeks shareholder approval primarily to validate its compensation philosophy and its implementation—emphasizing pay-for-performance alignment and use of performance-based long-term incentives. The Compensation and Talent Management Committee describes the program as incorporating safety and financial measures, significant at-risk compensation, and responsive changes informed by shareholder engagement (e.g., updates to MICP and LTIP metrics for 2026). The Board recommends a vote FOR, arguing the program aligns pay with performance, supports retention and recruitment, and reflects robust governance practices including independent consultant review and clawback provisions. Context includes leadership transition in 2025 with a new CEO hire and significant LTIP grants for retention; shareholders gave prior strong support (~90% in 2025) and the company actively engaged with major holders. The vote is advisory and non-binding but the Board and Committee will consider the outcome when designing future compensation programs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 120,833,055 | $5.0B |
| 2 | STATE STREET CORP | 4.79% | 89,026,070 | $3.7B |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.95% | 73,463,717 | $3.0B |
| 4 | BlackRock, Inc. | 2.84% | 52,706,912 | $2.2B |
| 5 | BlackRock, Inc. | 2.20% | 40,801,971 | $1.7B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.04% | 37,880,991 | $1.5B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.97% | 36,563,882 | $1.5B |
| 8 | BANK OF AMERICA CORP /DE/ | 1.53% | 28,382,342 | $1.2B |
| 9 | Fisher Asset Management, LLC | 1.47% | 27,247,647 | $1.1B |
| 10 | AMERIPRISE FINANCIAL INC | 1.29% | 23,947,117 | $983M |
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