Independent
Tenure on this board
0.2 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of Deloitte & Touche LLP as independent auditors for 2026; Non-binding advisory vote to approve named executive officer compensation (Say-on-Pay).
Elect nine director nominees to serve one-year terms until the 2027 annual meeting.
Ratify Deloitte & Touche LLP as the Company’s independent auditors for 2026.
The proposal asks shareholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP as independent auditors for 2026. Management seeks this non-binding ratification as a governance practice to affirm the Committee’s choice and provide shareholder input; Deloitte has served since 2022 and fees and services are disclosed in the proxy. The Board and Audit Committee recommend approval, noting their oversight role, the Audit Committee’s assessment of auditor independence, and pre-approval policies for non-audit services. Ratification is routine but allows the company to demonstrate shareholder support for the auditor; if not ratified, the Audit Committee will reconsider selection. The recommendation is FOR based on the Committee’s evaluation of independence, service continuity, and fee disclosures.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This Say-on-Pay proposal requests an advisory, non-binding approval of the Company’s executive compensation as disclosed, encompassing base salary, annual incentive bonuses, PRSUs, TRSUs, and stock options, and the related policies such as clawbacks, stock ownership guidelines, performance metrics, and compensation governance. Management seeks shareholder feedback and uses the vote to inform future decisions; the company committed to annual Say-on-Pay votes following stockholder input in 2023. The Board recommends FOR, explaining that compensation is closely linked to company and individual performance, aligns with strategic goals, incorporates meaningful performance metrics (revenue, adjusted operating profit, adjusted free cash flow, and relative TSR), includes governance safeguards (clawback policy, independent committee and consultant, and anti-hedging/pledging policies), and uses peer benchmarking. The vote is advisory; a negative outcome would prompt engagement and potential adjustments by the Compensation Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 8.66% | 4,981,243 | $202M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.05% | 3,481,841 | $141M |
| 3 | BlackRock, Inc. | 4.80% | 2,764,287 | $112M |
| 4 | ALLIANCEBERNSTEIN L.P. | 4.58% | 2,633,159 | $124M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.81% | 2,194,420 | $89M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.17% | 1,824,679 | $74M |
| 7 | Channing Capital Management, LLC | 2.90% | 1,669,244 | $68M |
| 8 | STATE STREET CORP | 2.78% | 1,602,269 | $65M |
| 9 | FMR LLC | 2.76% | 1,587,347 | $64M |
| 10 | BlackRock, Inc. | 2.65% | 1,522,221 | $62M |
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