Independent
Tenure on this board
5.3 yrs
Also a director at
Weatherford International PLC (WFRD)
9 nominees · 3 ballot items.
Election of nine directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay) for 2025; ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.
Elect nine director nominees to hold office until the next annual meeting and until their successors are duly elected and qualified.
Non-binding advisory vote to approve the compensation of the company’s named executive officers for 2025, as disclosed in the proxy statement.
Proposal 2 asks shareholders to cast an advisory, non-binding vote to approve the 2025 compensation paid to the named executive officers. Management seeks this approval to demonstrate shareholder support for the company’s pay practices, which emphasize pay-for-performance, significant equity-based long-term incentives, and a mix of annual and long-term metrics tying pay to operational execution (e.g., free cash flow, capital efficiency) and environmental/safety metrics (License to Operate). The Compensation Committee used a Compensation Peer Group and retained an independent consultant; it adjusted AIP mechanics in 2025 to emphasize durability and peer differentiation. A favorable vote supports management’s approach and helps signal to the Compensation Committee that the program and disclosures are acceptable; an unfavorable vote would be advisory but would require the Committee to consider shareholder concerns and potentially revise future program design. The Company’s rationale for asking for approval includes attracting and retaining senior talent, incentivizing long-term TSR through PSUs tied to absolute and relative TSR and ensuring alignment with shareholder interests, while retaining board discretion to adjust payout for qualitative factors and long-term strategic accomplishments.
Ratify appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 15,547,494 | $1.7B |
| 2 | STATE STREET CORP | 6.06% | 14,494,558 | $1.6B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.75% | 11,357,437 | $1.2B |
| 4 | BlackRock, Inc. | 3.60% | 8,611,137 | $945M |
| 5 | Capital Research Global Investors | 2.84% | 6,798,764 | $746M |
| 6 | Capital World Investors | 2.60% | 6,211,571 | $682M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.44% | 5,844,983 | $639M |
| 8 | OAKTREE CAPITAL MANAGEMENT LPActivist | 2.19% | 5,237,477 | $575M |
| 9 | BlackRock, Inc. | 2.11% | 5,038,569 | $553M |
| 10 | VICTORY CAPITAL MANAGEMENT INC | 1.93% | 4,611,149 | $506M |
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