Not independent
Tenure on this board
11.7 yrs
11 nominees · 3 ballot items.
Elect eleven directors to the board; advisory, non-binding approval of named executive officer compensation (say-on-pay); and ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect eleven director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narrative. Management seeks shareholder approval to confirm support for its compensation design, which emphasizes performance-based pay: a majority of CEO and NEO compensation is “at-risk,” with long‑term incentives split 50/50 between time‑based RSUs and performance‑based PSUs, where the PSUs in 2025 are weighted toward relative TSR (60%) and average annual free cash flow (40%). The Compensation Committee frames these programs as aligned with shareholder value creation, including pay mix, stock ownership guidelines, clawback policy, capped payouts, and independent consultant oversight. The Board cites responsiveness to shareholder feedback — for example, the 2025 elimination of PSUs tied to Adjusted EBITDA to reduce overlap between short‑term and long‑term incentives — as evidence of governance responsiveness and program refinement. While the vote is non‑binding and will not retroactively change compensation already paid, the Board and Compensation Committee will consider voting outcomes when making future compensation decisions. Management contends that approval signals investor support for the disclosed pay-for-performance framework and helps sustain executive retention and alignment during strategic execution, while the Compensation Committee retains discretion and governance safeguards to limit excessive risk‑taking. The recommendation to vote FOR is supported by disclosures of rigorous target-setting, multi-year performance measurement, and post‑vote shareholder engagement processes following lower support in prior years. Given the advisory nature of the proposal, shareholders should understand this vote as feedback to the Board rather than an enforceable mandate, but one that the Board intends to factor into future compensation program adjustments.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.26% | 16,825,865 | $445M |
| 2 | Capital World Investors | 7.22% | 14,704,070 | $389M |
| 3 | COHEN STEERS, INC. | 6.00% | 12,212,160 | $323M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.08% | 10,344,365 | $273M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.33% | 8,829,298 | $233M |
| 6 | STATE STREET CORP | 3.25% | 6,626,749 | $175M |
| 7 | JANUS HENDERSON GROUP PLC | 3.16% | 6,437,576 | $170M |
| 8 | BlackRock, Inc. | 2.62% | 5,334,053 | $141M |
| 9 | MORGAN STANLEY | 2.45% | 4,996,520 | $132M |
| 10 | Assenagon Asset Management S.A. | 2.14% | 4,359,946 | $115M |
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