Independent
Tenure on this board
0.9 yrs
Also a director at
Mccormick & Co Inc (MKC)
3 nominees · 6 ballot items.
Election of three Class III directors; Ratification of PwC as independent auditor; Advisory Say-on-Pay vote; Approval to eliminate supermajority voting; Approval to declassify the Board; Shareholder proposal to elect each director annually (if properly presented).
Election of three Class III director nominees (Brendan M. Foley, A. D. David Mackay, Stephanie L. Pugliese) for three-year terms expiring at the 2029 Annual Meeting.
Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
Approval of an Amended and Restated Certificate of Incorporation to remove supermajority voting requirements and replace them with default DGCL standards.
This management proposal asks shareholders to approve an amendment to the Company's Certificate of Incorporation to eliminate existing supermajority voting requirements, replacing them with the Delaware General Corporation Law default voting thresholds. Management is pursuing this change in response to a non-binding 2025 shareholder vote favoring elimination of supermajority provisions and after the Board’s consideration that removing these provisions is in shareholders’ best interests. Approval would simplify governance by aligning amendment thresholds for key charter and bylaw changes to majority vote standards, potentially reducing barriers to timely corporate action and shareholder-initiated governance reforms. The Board argues that this change increases shareholder democracy, reflects shareholder feedback, and conforms to common corporate practice, while noting the Board retains discretion to delay implementation. Voting for this proposal would allow the Company to file the Amended and Restated Certificate of Incorporation with Delaware, making corresponding bylaw amendments effective; voting against would preserve the status quo requiring 75% supermajority approval for certain charter/ bylaw amendments. The recommendation is FOR, justified by the Board’s responsiveness to shareholders and alignment with governance best practices; risks include lowering protections that could deter hostile or short-term interventions, though management believes the benefits of majority rule and alignment with DGCL outweigh such concerns.
Approval of an Amended and Restated Certificate of Incorporation to phase out the Board’s classified structure over three years, so all directors are elected annually beginning in 2029.
This management proposal requests shareholder approval to amend the Certificate of Incorporation to declassify the Board over a three-year transition, resulting in annual director elections beginning in 2029. Management frames the change as improving director accountability and aligning governance with shareholder preferences, noting a proponent shareholder proposal and engagement. The phased implementation mitigates disruption by staggering the transition so current directors complete portions of their terms while setting up one-year terms for upcoming elections in 2027-2029. The Board supports the amendment and recommends FOR, arguing it balances continuity and increased accountability. If approved, the amendment would also change removal standards over the transition — enabling removal without cause for directors elected to one-year terms — and the Board retains discretion regarding implementation timing. The change reduces entrenched director protection, which could make the company more responsive to shareholders but also could increase susceptibility to short-term activism; management believes the governance benefits and shareholder alignment justify the change.
A shareholder proposal (proponent John Chevedden) requesting the Company reorganize the Board so that each director stands for election at each annual meeting (i.e., declassify the Board), advisory in nature if presented properly.
This shareholder proposal, submitted by John Chevedden, seeks annual elections for all directors to enhance accountability, reduce entrenchment, and improve responsiveness to shareholder concerns. The proponent's argument emphasizes frequent evaluation of directors and majority voting to make directors more accountable. Management’s response is to make no recommendation, treating the proposal as advisory and noting that the Board has separately proposed a phased declassification (Proposal 5) to achieve the same outcome through a charter amendment. The tension centers on immediate shareholder-driven governance reform versus a Board-led, phased implementation; material considerations include the supermajority threshold for charter changes, potential effects on board stability and susceptibility to activism, and the recent shareholder engagement and cooperation agreement with Garden Investment prompting negotiated governance changes. The Board’s neutrality suggests acknowledgement of shareholder sentiment while preserving the formal amendment process and deliberative timing.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Pictet Asset Management Holding SA | 6.54% | 7,798,078 | $304M |
| 2 | BlackRock, Inc. | 6.10% | 7,282,739 | $284M |
| 3 | HARRIS ASSOCIATES L P | 5.99% | 7,141,386 | $278M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.74% | 5,657,724 | $220M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 5,389,122 | $210M |
| 6 | BlackRock, Inc. | 4.17% | 4,971,735 | $194M |
| 7 | BlackRock, Inc. | 3.46% | 4,127,464 | $161M |
| 8 | First Pacific Advisors, LP | 3.18% | 3,792,230 | $148M |
| 9 | STATE STREET CORP | 3.17% | 3,782,208 | $147M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 3.15% | 3,763,120 | $147M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.