Independent
Tenure on this board
4.1 yrs
5 nominees · 3 ballot items.
Election of five directors; advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm.
Election of five Class I director nominees (Messrs. Brown, Bitting, Bradley, Fogarty and Ms. Humble) each to serve one-year terms.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory, non-binding proposal requests shareholder approval of the Company’s compensation policies and decisions for its named executive officers as disclosed in the Proxy Statement. Management seeks this approval to confirm alignment between pay and performance and to demonstrate that compensation structures (base salary, annual cash incentives tied to Adjusted EBITDA, Adjusted Free Cash Flow, and HSE Perfect Days, and long-term incentives with PSUs tied to relative TSR and cumulative Adjusted EBITDA) reflect stockholder interests. The Board recommends a FOR vote, citing the program’s design to deliver a majority of target compensation in at-risk, performance-based incentives, peer-group benchmarking, stock ownership guidelines, clawback policies, and say-on-pay results from 2025 showing more than 97% support. While non-binding, the vote informs the Compensation Committee’s future decisions and reaffirmation of the program’s principles.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Rubric Capital Management LP | 8.35% | 9,136,067 | $117M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.70% | 6,243,724 | $80M |
| 3 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 4.95% | 5,413,862 | $70M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.79% | 5,244,406 | $67M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.55% | 4,977,580 | $64M |
| 6 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 4.41% | 4,829,034 | $62M |
| 7 | BROWN ADVISORY INC | 4.36% | 4,768,299 | $61M |
| 8 | BlackRock, Inc. | 3.83% | 4,187,766 | $54M |
| 9 | Allspring Global Investments Holdings, LLC | 3.47% | 3,796,385 | $50M |
| 10 | BlackRock, Inc. | 3.27% | 3,576,838 | $46M |
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