Independent
Tenure on this board
7.1 yrs
Also a director at
Suncoke Energy Inc (SXC)
8 nominees · 3 ballot items.
Elect eight directors; ratify KPMG LLP as independent registered public accounting firm for 2026; approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Elect eight directors to the Board of Directors to serve for one-year terms.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
The proposal asks shareholders to ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. Management and the Audit Committee are seeking shareholder ratification as a standard corporate governance practice to confirm the committee’s choice; KPMG has served since 1965 and has no financial interest in the company. The proposal is routine and intended to maintain audit continuity; the Audit Committee has disclosed audit and non-audit fees and explained its pre-approval policy for permitted services to preserve auditor independence. The Board recommends a vote FOR because the committee believes KPMG is independent and qualified, and ratification avoids any potential disruption or need to reconsider auditor selection. If not ratified, the Audit Committee would revisit its choice, so a negative vote would prompt reconsideration but not immediate termination of KPMG’s services.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory vote (Say-on-Pay) to approve the compensation paid to the named executive officers, as disclosed in the proxy statement. Management seeks shareholder endorsement to confirm that the Company’s executive pay programs — which emphasize pay-for-performance, a mix of annual incentives and long-term incentives with performance cash awards and RSUs, clawback policy, double-trigger CIC protections, and stock ownership guidelines — are aligned with shareholder interests. The People and Compensation Committee describes benchmarking, metrics used in 2025 (revenue, Non-GAAP Operating Profit, Levered Free Cash Flow), and long-term performance measures (Cumulative Adjusted EBITDA and Revenue for 2025-2027 performance cash awards). The Board recommends a FOR vote, noting high prior shareholder support (98.81% in 2025) and that the Committee will consider results of the advisory vote when setting future compensation. The advisory nature means the outcome is non-binding, but a negative vote would trigger engagement and potential changes to compensation policies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 33.50% | 11,602,095 | $875M |
| 2 | Millstreet Capital Management LLC | 15.06% | 5,216,672 | $394M |
| 3 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 4.12% | 1,426,464 | $108M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.24% | 1,122,229 | $85M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.12% | 1,079,438 | $81M |
| 6 | BlackRock, Inc. | 2.72% | 942,653 | $71M |
| 7 | BlackRock, Inc. | 2.48% | 858,746 | $65M |
| 8 | Beach Point Capital Management LP | 2.31% | 800,661 | $60M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.14% | 742,736 | $56M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.11% | 730,690 | $55M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.