Independent
Tenure on this board
11.6 yrs
5 nominees · 4 ballot items.
Elect five directors; ratify KPMG as auditors; approve advisory say-on-pay; approve amendment to 2020 LTIP to increase shares, revise recycling rules, and extend term.
Elect five directors (Andrew L. Fawthrop, George W. M. Maxwell, Cathy Stubbs, Fabrice Nze-Bekale, Edward LaFehr) each for one-year terms.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
The advisory proposal asks shareholders to vote to approve the Company’s disclosed NEO compensation. Management seeks validation for its pay program that mixes base salary, performance-based short-term cash bonuses tied to corporate and individual scorecards, and long-term equity-based awards emphasizing performance-restricted shares and time-based vesting. The Compensation Committee argues the program aligns pay with performance, uses objective metrics, enforces stock ownership requirements, prohibits hedging and pledging and includes a TSR modifier linked to peer performance. Because the vote is non-binding, the board will consider results and shareholder feedback; the recommendation to vote FOR is based on the committee’s view that the program supports retention, aligns executives with shareholders, balances short and long-term incentives, and mitigates excessive risk through design features and discretionary oversight.
Approve third amendment to 2020 LTIP to increase shares reserved by 5,250,000 to 20,000,000, revise share reservation/recycling rules, and extend plan term to June 4, 2036.
Management asks shareholders to approve a material amendment to the 2020 LTIP that increases the authorized share pool by 5.25 million shares (to 20 million), alters share accounting and reuse rules to make forfeited, cancelled or tax-withheld shares re‑available on a one-for-one basis, and extends the plan term to June 4, 2036. The company argues the current pool is insufficient to support its equity compensation strategy, which has shifted toward performance-restricted full-value awards and away from options; the amendment removes the prior “double reservation” rule that effectively charged two shares against the plan for each full-value share granted, modernizing program efficiency and reducing prospective dilution. The Compensation Committee considered burn-rate, dilution and expected duration and believes the increase supports roughly three years of expected equity grants under current practices; they emphasize that the amendment preserves the board’s discretion over grant practices and is intended to retain and incentivize executives and directors while tightening recycling and reuse rules to minimize overhang. Opposing considerations would include incremental dilution (estimated potential dilution to ~8.8% post-amendment) and the larger share pool increasing long-term overhang; shareholders should weigh the expected retention and alignment benefits against the dilution and governance implications of materially increasing the share reserve.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AMERICAN CENTURY COMPANIES INC | 4.7% | 4,875,098 | $31M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 4,537,294 | $29M |
| 3 | BlackRock, Inc. | 3.8% | 3,949,212 | $25M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.7% | 3,827,026 | $24M |
| 5 | STATE STREET CORP | 3.4% | 3,588,346 | $23M |
| 6 | KORNITZER CAPITAL MANAGEMENT INC /KS | 3.2% | 3,378,835 | $21M |
| 7 | BlackRock, Inc. | 2.9% | 2,991,085 | $19M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.3% | 2,412,992 | $15M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 2,178,468 | $14M |
| 10 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 1.9% | 1,970,640 | $12M |
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