Independent
Tenure on this board
11.4 yrs
13 nominees · 4 ballot items.
Election of 13 directors; advisory approval of executive compensation (say-on-pay); ratification of appointment of PricewaterhouseCoopers LLP as independent auditor; shareholder proposal to adopt shareholder right to act by written consent.
Elect 13 directors to serve until the 2027 annual meeting.
Non-binding advisory vote to approve the compensation of the company's named executive officers.
The proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed. Management seeks this advisory approval to confirm shareholder support for its compensation philosophy and program. The Compensation Committee emphasizes a pay-for-performance structure with high weighting on performance stock units and alignment to strategic priorities including AI initiatives, with historical strong shareholder support (92-94%). The company uses relative performance measures (peer revenue growth, TSR) and absolute metrics (adjusted EPS) for PSUs, and ACI tied to revenue, adjusted operating margin and strategic initiatives. The board recommends for because the program incentivizes long-term growth, aligns executives with shareholders via stock ownership guidelines and clawback policies, and reflects shareholder feedback in recent design changes to PSUs. Potential governance context includes significant shareholder engagement and prior high say-on-pay votes, plus use of independent consultant and peer benchmarking to set targets.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Shareholder proposal requesting that the Board adopt a policy permitting shareholders to act by written consent without unnecessary restrictions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.56% | 31,078,283 | $1.9B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.52% | 26,158,845 | $1.6B |
| 3 | STATE STREET CORP | 5.10% | 24,167,394 | $1.5B |
| 4 | PZENA INVESTMENT MANAGEMENT LLC | 4.24% | 20,069,587 | $1.2B |
| 5 | BlackRock, Inc. | 4.11% | 19,473,667 | $1.2B |
| 6 | JPMORGAN CHASE CO | 3.67% | 17,403,909 | $1.1B |
| 7 | DODGE COX | 3.01% | 14,272,907 | $876M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.79% | 13,218,519 | $811M |
| 9 | BlackRock, Inc. | 2.16% | 10,224,009 | $627M |
| 10 | Capital Research Global Investors | 2.01% | 9,510,905 | $583M |
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