Independent
Tenure on this board
8.2 yrs
Also a director at
Brinker International Inc (EAT)
10 nominees · 3 ballot items.
Stockholders will vote to elect ten directors to serve until the 2027 annual meeting, ratify KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2027, and approve, on a non-binding advisory basis, the compensation of the Named Executive Officers (Say-on-Pay).
Elect ten directors to serve until the 2027 annual meeting of stockholders (ten nominees named by the Board).
Ratify the Audit & Risk Management Committee's selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2027.
Approve, on a non-binding advisory basis, the compensation of the Named Executive Officers as described in the Compensation Discussion and Analysis (Say-on-Pay).
This management proposal requests a non-binding advisory approval (a "Say-on-Pay" vote) of the Company’s Named Executive Officer compensation as disclosed in the proxy statement. Management is seeking shareholder approval to validate its executive pay program, which it describes as strongly pay-for-performance: a majority of compensation for the CEO and other NEOs is performance-based and tied to short-term (annual operating income and revenue) and long-term (three-year pre-tax income and revenue) financial metrics, supplemented by time-based retention awards. The Talent & Compensation Committee uses peer-group benchmarking, an independent compensation consultant, and a TSR modifier applied to LTIP PSUs to align pay with relative stockholder returns and mitigate potential misalignment. The program includes governance features such as independent committee oversight, clawback and forfeiture policy, stock ownership guidelines, no repricing without shareholder approval, and double-trigger change-in-control protections. Management emphasizes recent strong company financial performance (e.g., FY2026 revenue growth and operating margin) and high payouts on performance awards as evidence of alignment between pay and results. The proposal is non-binding, but the Board intends to consider shareholder feedback in future compensation design; the Board recommends a vote FOR the proposal on the basis that the program attracts and retains talent while promoting long-term stockholder value. Key contextual considerations for an analyst evaluating this vote include the heavy weighting of performance-based pay, the use of both absolute and relative (TSR) modifiers, the annual frequency of say-on-pay, and the company’s record of strong stockholder support in prior say-on-pay votes. Potential governance or stewardship concerns an analyst might probe further include the specific calibration of targets, the TSR peer group composition (which includes larger companies such as Nike and Adidas for the TSR modifier), and the effect of annual versus cumulative measurement of multi-year LTIP goals (the company indicates it plans to shift to cumulative measurement commencing with fiscal year 2027).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.73% | 9,175,405 | $911M |
| 2 | BlackRock, Inc. | 4.79% | 6,532,895 | $649M |
| 3 | STATE STREET CORP | 4.63% | 6,320,808 | $628M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.36% | 5,941,506 | $590M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.80% | 3,823,269 | $378M |
| 6 | FMR LLC | 2.27% | 3,093,212 | $307M |
| 7 | BlackRock, Inc. | 2.12% | 2,892,624 | $287M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 1.98% | 2,695,026 | $268M |
| 9 | Invesco Ltd. | 1.87% | 2,554,568 | $254M |
| 10 | Robeco Institutional Asset Management B.V. | 1.62% | 2,215,860 | $220M |
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