Not independent
Tenure on this board
5.4 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of Deloitte & Touche LLP as independent auditor for 2026; Advisory (non-binding) approval of named executive officers’ compensation (Say-on-Pay).
Elect nine director nominees to one-year terms.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The advisory Say-on-Pay proposal asks shareholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. Management seeks this advisory vote to obtain shareholder feedback on its executive compensation policies and practices, which include a mix of base salary, annual incentive cash bonuses tied to financial metrics and individual objectives, and long-term incentives comprising performance share units tied to relative TSR, cash-based performance units tied to sales and adjusted EPS growth (to be converted to equity-based PUP-shares for 2026), and time-based restricted stock units to promote retention. The board recommends a vote FOR because the Executive Compensation Committee believes the program aligns pay with performance, includes robust governance features (stock ownership guidelines, clawback policies, independent consultant review, and caps on payouts), and delivered pay-for-performance in 2023-2025 with payouts at maximum levels and TSR at the 93rd percentile of the peer group. Management emphasizes that stockholder feedback (92% support in 2025) informed plan design and that the Committee retains discretion to adjust outcomes as appropriate.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.63% | 2,450,600 | $1.7B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 1,652,781 | $1.1B |
| 3 | STATE STREET CORP | 4.42% | 1,632,096 | $1.1B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.38% | 1,616,596 | $1.1B |
| 5 | BlackRock, Inc. | 3.04% | 1,124,572 | $766M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.16% | 796,806 | $541M |
| 7 | VAN ECK ASSOCIATES CORP | 1.77% | 654,570 | $446M |
| 8 | Invesco Ltd. | 1.76% | 650,810 | $443M |
| 9 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.72% | 637,012 | $434M |
| 10 | TD ASSET MANAGEMENT INC | 1.63% | 602,838 | $411M |
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