Independent
Tenure on this board
12.3 yrs
11 nominees · 3 ballot items.
Election of eleven directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); and ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect eleven director nominees to the Board of Directors to hold office for a one-year term until the 2027 annual meeting.
Non-binding advisory vote to approve the compensation disclosed for the Company’s named executive officers, including the Compensation Discussion and Analysis, compensation tables and related narrative.
This non-binding advisory proposal asks stockholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management is seeking shareholder approval to affirm its compensation philosophy that emphasizes pay-for-performance, tying significant compensation to both annual metrics (STIP) and multi-year performance stock units (PSUs), thereby aligning executives’ interests with long‑term stockholder value. Key context includes recent changes: for 2025 the STIP used Annual Incentive Adjusted Operating Income (75%) and Adjusted Comparable Store Sales Growth (25%), PSUs were enhanced to include relative total shareholder return as a 25% component, and in March 2026 the committee approved a one-time PSU design for 2026 with a special modifier tied to TSR milestones. The vote is advisory and non-binding, but the compensation committee will consider the outcome when setting future pay; prior Say-on-Pay support exceeded 90% in 2025. Management argues the program balances short‑ and long‑term incentives, includes multiple performance metrics (AOI, ROIC, rTSR), and protective governance features (double-trigger CIC vesting, clawback policy, independent compensation consultant) to mitigate inappropriate risk-taking. Opposing views (not present as shareholder proposals here) generally center on concerns about pay quantum or the link between realized pay and sustained performance; the proxy highlights how the committee used shareholder engagement to shape program design. The Board recommends FOR because it believes the program motivates executives to execute the transformation strategy, aligns pay with measurable financial and shareholder outcomes, and retains talent in a competitive market while preserving appropriate risk controls. Because this proposal is advisory, a FOR vote signals stockholder support for the Board’s approach; the committee will review results and stockholder feedback and may adjust program design accordingly.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.34% | 8,283,470 | $215M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.17% | 5,746,983 | $149M |
| 3 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 5.27% | 4,225,766 | $109M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 4.38% | 3,507,784 | $91M |
| 5 | DRIEHAUS CAPITAL MANAGEMENT LLC | 4.33% | 3,471,774 | $90M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.29% | 3,437,867 | $89M |
| 7 | AMERICAN CENTURY COMPANIES INC | 4.02% | 3,224,499 | $84M |
| 8 | STATE STREET CORP | 3.97% | 3,178,076 | $82M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 3.59% | 2,872,327 | $74M |
| 10 | ALLIANCEBERNSTEIN L.P. | 3.12% | 2,497,080 | $64M |
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