Independent
Tenure on this board
0.7 yrs
Also a director at
Avnet Inc (AVT)
4 nominees · 3 ballot items.
Elect four directors; advisory vote to approve executive compensation (Say-on-Pay); ratify appointment of PricewaterhouseCoopers LLP as independent auditor for fiscal 2027; and transact other business if properly presented.
Elect four nominees—Philip R. Gallagher, Stephen O. LeClair, Peter T. Pruitt, Jr., and Raejeanne Skillern—to the Board of Directors for specified terms.
Non-binding, advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement (Say-on-Pay).
This non-binding Say-on-Pay proposal asks shareholders to approve, on an advisory basis, the Company's executive compensation practices as disclosed in the proxy statement, including CD&A and compensation tables. Management seeks endorsement to validate its pay-for-performance program, which emphasizes a substantial portion of compensation "at risk" via annual cash incentives and long-term equity awards (50% performance-vesting RSUs and 50% time-vesting RSUs). The Board highlights compensation governance features—independent Compensation Committee oversight, use of an independent compensation consultant, clawback policies, stock ownership requirements, and annual benchmarking to a peer group—to argue the program appropriately aligns management and shareholder interests. The proposal is routine for U.S. public companies and is advisory; the Company notes that the Compensation Committee will consider the vote outcome in future design choices. The Board recommends a "FOR" vote, citing strong prior shareholder support (~94% in 2025) and the design choices taken in fiscal 2026, including aligning CEO and other NEOs on similar annual incentive metrics and long-term award mix.
Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PECONIC PARTNERS LLC | 13.7% | 4,113,320 | $1.4B |
| 2 | BlackRock, Inc. | 7.5% | 2,247,962 | $762M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.5% | 1,337,230 | $453M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 1,289,694 | $437M |
| 5 | STATE STREET CORP | 3.6% | 1,076,399 | $365M |
| 6 | BlackRock, Inc. | 3.5% | 1,054,674 | $357M |
| 7 | Hill City Capital, LP | 3.4% | 1,009,784 | $342M |
| 8 | FMR LLC | 3.0% | 892,763 | $302M |
| 9 | MILLENNIUM MANAGEMENT LLC | 2.7% | 805,770 | $273M |
| 10 | FIRST TRUST ADVISORS LP | 2.7% | 798,699 | $271M |
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