Not independent
Tenure on this board
13.6 yrs
Also a director at
Viper Energy Inc (VNOM)
13 nominees · 4 ballot items.
Election of 13 directors; advisory approval of executive compensation (say-on-pay); advisory vote on frequency of say-on-pay (recommendation: every year); and ratification of Grant Thornton LLP as independent auditor.
Elect 13 directors to serve until the 2027 Annual Meeting.
Non-binding advisory (say-on-pay) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the Company’s executive compensation disclosure, including the Compensation Discussion and Analysis and compensation tables. Management seeks approval to validate its pay-for-performance approach that emphasizes a majority of at-risk compensation, blending time-based and performance-based equity awards tied to TSR and short-term cash incentives tied to operational, financial, and environmental metrics. The board recommends in favor, citing governance practices such as clawback policies, stock ownership guidelines, no hedging or pledging, double-trigger change-in-control protections for equity awards and robust stockholder engagement which produced high prior say-on-pay support. A FOR vote supports management’s compensation philosophy and preserves alignment with prior stockholder feedback; a vote AGAINST signals dissatisfaction that could prompt further engagement or future program changes. The proposal is advisory only and will not change compensation directly but the board and compensation committee will consider the vote results when making future compensation decisions.
Non-binding advisory vote to select how often the say-on-pay vote should be held (every year, every two years, or every three years).
This advisory proposal asks stockholders to indicate their preferred frequency for future advisory votes on executive compensation: every year, every two years, or every three years. Management recommends 'every year' to provide consistent, regular feedback and align compensation responsiveness with stockholder views. While non-binding, the board will consider the plurality result in determining future frequency. The issue affects how often shareholders can express views on pay; an annual vote increases oversight and responsiveness but may also impose administrative burdens; multi-year votes reduce administrative frequency but reduce responsiveness. The board recommends annual voting to enable ongoing engagement and quicker responsiveness to stockholder input.
Ratify Grant Thornton LLP as the company's independent auditor for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 12,731,585 | $2.5B |
| 2 | STATE STREET CORP | 4.3% | 12,051,943 | $2.4B |
| 3 | WELLINGTON MANAGEMENT GROUP LLP | 4.3% | 12,037,145 | $2.4B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.5% | 9,714,024 | $1.9B |
| 5 | BlackRock, Inc. | 3.0% | 8,450,879 | $1.7B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 4,699,500 | $926M |
| 7 | Boston Partners | 1.5% | 4,217,640 | $833M |
| 8 | BlackRock, Inc. | 1.4% | 3,905,966 | $773M |
| 9 | Capital World Investors | 1.3% | 3,796,978 | $751M |
| 10 | Capital Research Global Investors | 1.1% | 3,068,332 | $607M |
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