Not independent
Tenure on this board
27.3 yrs
Also a director at
Dte Energy Co (DTE)
8 nominees · 5 ballot items.
Election of eight directors; Ratification of PricewaterhouseCoopers LLP as independent auditors; Advisory (non-binding) approval of executive compensation (say-on-pay); Shareholder proposal to require departure of directors who fail to obtain a majority vote (filed by John Chevedden) — Board recommends AGAINST; Shareholder proposal to require an independent Board Chair (filed by The Accountability Board) — Board recommends AGAINST.
Election of eight director nominees to one-year terms.
Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
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 paid to Domino’s named executive officers as disclosed in the proxy. Management seeks this advisory approval to confirm shareholder support for its pay-for-performance compensation program, which emphasizes a high proportion of variable, performance-based pay (about 91% of CEO target pay and ~81% for other NEOs) including annual incentives tied to Incentive Adjusted EBITDA and long-term incentives comprising PSUs, RSUs and options with a three-year performance/vesting period and a TSR modifier. The board recommends a vote FOR, citing strong shareholder engagement and prior high say-on-pay support (94.84% in 2025), and arguing the program aligns executives’ long-term interests with shareholders via multi-year performance metrics, conservative caps, recoupment policy and stock ownership guidelines. The vote is non-binding, but the board will consider results in future compensation decisions.
Shareholder proposal requesting that directors who fail to receive a majority vote in an uncontested election resign and not serve more than nine months after such failed election (proponent: John Chevedden).
The shareholder proposal from John Chevedden requests that any director who fails to obtain a majority vote in an uncontested election must leave the board within nine months. The proponent argues this would enforce respect for shareholder votes, enable board refreshment, and address governance concerns amid periods of underperformance. Management opposes, noting an existing Majority Voting Policy requiring tendered resignations and Board consideration within 120 days, arguing that a rigid nine-month mandatory departure could impede Board functioning, limit flexibility to find appropriate replacements, and is inconsistent with S&P 500 practices; the Board emphasizes its history of strong director support and recent governance improvements as evidence the current policy is adequate.
Shareholder proposal requesting the Board adopt a policy requiring the Board Chair to be independent, with limited exceptions; proponent: The Accountability Board.
The Accountability Board’s shareholder proposal requests a bylaw policy requiring the Board Chair to be independent, with limited exceptions. The proponent argues an independent chair would strengthen oversight and better separate Board oversight from management, citing Domino’s prior switch to an Executive Chair and underperformance since 2021 as rationale. The Board opposes, arguing that governance flexibility allows it to choose the leadership structure it believes best serves shareholder interests, and pointing to current governance practices — majority independent directors, independent committee chairs, a Lead Independent Director, and recent shareholder-approved governance changes — and shareholder support for the Executive Chair. The Board also notes many S&P 500 companies have non-independent chairs and that mandating an independent chair could be unnecessarily restrictive.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Soroban Capital Partners LP | 7.5% | 2,495,194 | $895M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.0% | 1,991,484 | $715M |
| 3 | T. Rowe Price Investment Management, Inc. | 5.7% | 1,888,751 | $678M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.4% | 1,802,238 | $647M |
| 5 | FMR LLC | 4.5% | 1,512,142 | $543M |
| 6 | STATE STREET CORP | 4.1% | 1,366,807 | $490M |
| 7 | BlackRock, Inc. | 3.0% | 1,010,911 | $363M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.8% | 944,786 | $345M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 2.5% | 821,882 | $292M |
| 10 | MARSHFIELD ASSOCIATES | 2.3% | 755,140 | $271M |
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