Not independent
Tenure on this board
5.4 yrs
11 nominees · 3 ballot items.
Vote to elect eleven directors, ratify PricewaterhouseCoopers LLP as independent accountants for 2026, and approve on an advisory basis the Company’s named executive officer compensation.
Elect eleven nominees to 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 accountants for 2026.
Non-binding, advisory vote (say-on-pay) to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (CD&A, tables, and narrative).
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the Compensation Discussion and Analysis and related tables and narratives. Management seeks this endorsement to confirm stockholder support for its pay programs, which are structured to attract and retain executives while aligning compensation with long-term stockholder value. The Company emphasizes a pay-for-performance approach: long-term incentives are 70% performance-based and 30% time-based, with performance metrics including cumulative adjusted EPS, relative total shareholder return versus a compensation peer group, and multi-year operating objectives tied to reliability, clean energy, cybersecurity, and workplace culture. Annual incentive awards also tie to adjusted EPS, operating budgets, and operational goals, and the Compensation Committee retains discretion and clawback provisions to mitigate undue risk and address exceptional circumstances. The Board frames the advisory vote as an important tool of engagement — noting prior strong support (92.78% in 2025) — and intends to consider the voting outcome when setting future compensation policies. The proposal is advisory and non-binding, so approval would signal stockholder endorsement but would not legally compel changes; nonetheless, the Board treats the result as influential in its ongoing governance and compensation design. Given these program features and the Board’s engagement with investors, the management recommendation is to vote in favor to reaffirm alignment between executive incentives and long-term company performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 6.8% | 24,879,928 | $2.8B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.4% | 23,498,347 | $2.7B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 18,641,984 | $2.1B |
| 4 | BlackRock, Inc. | 4.3% | 15,764,732 | $1.8B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 9,119,778 | $1.0B |
| 6 | BlackRock, Inc. | 2.4% | 8,763,588 | $992M |
| 7 | LAZARD ASSET MANAGEMENT LLC | 1.9% | 7,075,838 | $801M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.3% | 4,661,195 | $528M |
| 9 | BlackRock, Inc. | 1.2% | 4,401,369 | $498M |
| 10 | DEUTSCHE BANK AG\ | 1.1% | 4,006,070 | $453M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.