Independent
Tenure on this board
2.5 yrs
Also a director at
Fifth Third Bancorp (FITB)Ge Vernova Inc (GEV)
13 nominees · 3 ballot items.
Elect thirteen directors to one-year terms; Ratify PricewaterhouseCoopers LLP as independent auditors for 2026; Advisory (nonbinding) vote to approve executive compensation (say-on-pay).
Elect thirteen members of the Board of Directors to serve one-year terms expiring at the 2027 annual meeting.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (nonbinding) vote to approve, on an advisory basis, the overall executive compensation paid to the Named Executive Officers as disclosed in the Compensation Discussion and Analysis and related disclosures (a 'say-on-pay' vote).
This management proposal requests an advisory (nonbinding) shareholder vote to approve the Company’s executive compensation as disclosed in the proxy (the typical 'say-on-pay' vote). Management seeks shareholder approval to confirm that the Organization and Compensation Committee’s compensation design—mixing base salary, annual incentives, and long-term equity awards—is appropriate and aligned with shareholder interests. The proposal emphasizes that a majority of the CEO’s and other NEOs’ compensation is variable and tied to measurable short-term and long-term performance metrics (including adjusted operating EPS, cash from operations, customer satisfaction and safety metrics, and relative total shareholder return). The Board and its independent O&C Committee argue the program promotes pay-for-performance, retention, and executive stock ownership, employs independent external consultants, includes a clawback policy, and avoids features like tax gross-ups and single-trigger change-in-control payments. The company reports strong recent performance outcomes (e.g., operating EPS, cash from operations, TSR) and high shareholder approval in prior say-on-pay votes, which management cites to support continuation of the program. Because the vote is advisory, the O&C Committee will consider the outcome when setting future compensation but is not legally bound by it; this places the vote in the context of continued shareholder engagement. The key governance consideration for shareholders is whether the performance metrics, weighting, and realized payouts (including long-term incentive plan outcomes and the Board’s discretion to adjust payouts) appropriately align management behavior with long-term shareholder value. On balance, the Board recommends FOR based on program design, oversight, linkage to strategic priorities, and recent compensation outcomes and shareholder engagement; opponents (if any) could focus on quantum of realized pay, the CEO transition in 2025, or specific payout metrics, which would be the central topics for future engagement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital Research Global Investors | 6.83% | 14,211,225 | $2.1B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.00% | 12,487,940 | $1.8B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.70% | 11,863,189 | $1.7B |
| 4 | STATE STREET CORP | 5.34% | 11,112,961 | $1.6B |
| 5 | Capital World Investors | 5.26% | 10,933,476 | $1.6B |
| 6 | BlackRock, Inc. | 4.48% | 9,321,818 | $1.4B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.46% | 5,112,414 | $744M |
| 8 | AMERIPRISE FINANCIAL INC | 2.33% | 4,837,059 | $707M |
| 9 | BlackRock, Inc. | 2.22% | 4,624,396 | $676M |
| 10 | JANUS HENDERSON GROUP PLC | 1.40% | 2,917,292 | $427M |
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