Independent
Tenure on this board
22.3 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of Ernst & Young as independent auditors; Non-binding advisory (Say-on-Pay) vote to approve executive compensation.
Elect nine directors to serve until the 2027 Annual Meeting and until their successors qualify.
Ratify Ernst & Young, LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2026.
This management proposal asks shareholders to ratify the Audit Committee's selection of Ernst & Young, LLP as the independent registered public accounting firm for fiscal 2026. Management seeks shareholder approval as a matter of good corporate governance, allowing shareholders to express their views on the auditor engagement; the Audit Committee has reviewed Ernst & Young's independence, fees, and services and concluded that the appointment is appropriate. The proposal is routine but important for auditor oversight — ratification provides investor affirmation of the Audit Committee’s judgment; however, the Audit Committee retains the authority to change auditors irrespective of the vote. The Board recommends a FOR vote, noting no disagreements with Ernst & Young and describing fees for audit, audit-related, tax and other services; the Audit Committee determined that non-audit services provided were compatible with independence and pre-approved all services. If shareholders withhold ratification, the Audit Committee would reconsider the engagement, potentially prompting additional governance review; nevertheless, ratification is largely a control vote rather than an operational change, and the Board provides details on fee breakdown, auditor independence, and oversight practices to support its recommendation.
Conduct an advisory, non-binding vote to approve the Company's executive compensation as disclosed in the Proxy Statement.
This management proposal asks shareholders to cast a non-binding, advisory vote to approve the compensation paid to the Company's named executive officers as disclosed in the proxy materials (the 'Say-on-Pay' vote). Management frames the compensation program as pay-for-performance, designed to attract and retain executives while aligning their interests with stockholders via a mix of base salary, performance-based cash bonuses, and time- and performance-based restricted stock awards. The Compensation Committee notes strong prior shareholder support (93% approval in 2025) and a range of governance features (independent compensation committee, independent consultant, recovery policy, stock ownership guidelines, prohibition on hedging/pledging, no employment agreements or excise tax gross-ups) intended to mitigate compensation-related risks. Because the vote is advisory, it will not change compensation already paid, but the Compensation Committee will consider the outcome and may adjust policies if significant opposition arises. The Board unanimously recommends a FOR vote, arguing that the program aligns pay with performance and stockholder interests; however, investors should weigh the non-binding nature of the vote, the company's compensation mix, and long-term equity vesting design when evaluating alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 8.36% | 16,215,528 | $1.0B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.18% | 15,855,376 | $990M |
| 3 | BlackRock, Inc. | 6.68% | 12,951,644 | $808M |
| 4 | STATE STREET CORP | 6.03% | 11,693,348 | $736M |
| 5 | COHEN STEERS, INC. | 5.69% | 11,031,032 | $689M |
| 6 | Aristotle Capital Management, LLC | 4.44% | 8,618,627 | $538M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.33% | 8,407,051 | $525M |
| 8 | BlackRock, Inc. | 3.88% | 7,531,704 | $470M |
| 9 | PRINCIPAL FINANCIAL GROUP INC | 3.23% | 6,256,456 | $391M |
| 10 | VICTORY CAPITAL MANAGEMENT INC | 2.66% | 5,160,816 | $322M |
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