Independent
Tenure on this board
18.3 yrs
10 nominees · 3 ballot items.
Elect ten director nominees; ratify Deloitte & Touche LLP as the Company’s independent auditors for 2026; and hold a non-binding advisory 'Say on Pay' vote to approve the compensation paid to the Company’s named executive officers.
Elect the ten director nominees nominated by the Board to serve one-year terms until the 2027 Annual Meeting of Stockholders.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables, and narrative).
This management proposal requests a non-binding, advisory approval of the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy (the CD&A, compensation tables, and narrative). Management and the Compensation and Human Capital Committee assert the program is pay-for-performance: a majority of executive pay is variable and tied to EPS, free cash flow, individual performance, and long-term incentives (50% of annual equity awards are performance-based PSUs). The proxy emphasizes strong 2025 financial results — record net income, high EPS, and robust free cash flow — which drove above-target payouts under the annual incentive plan and strong PSU outcomes, and the Board uses these outcomes to justify the program’s effectiveness. The Board notes that the vote is advisory and non-binding under Dodd-Frank but states it values stockholder feedback and will consider the outcome when setting future compensation. The recommendation argues that compensation decisions are informed by independent compensation consultants, peer and market data, and governance protections (clawback policy, ownership guidelines, anti-hedging/pledging rules, three-year PSU performance periods, and a multi-metric approach). Management also explains the Committee’s use of EPS and FCF as corporate metrics to align executives with profitability and cash generation, and PSUs that blend EPS and relative TSR to align with stockholder returns versus peers. The proposal does not change plan terms directly; instead it seeks shareholder endorsement of past and current practices, while reserving Committee discretion to adjust programs in response to stockholder feedback. Given the advisory nature, the Company commits to review and respond to the vote results; a significant negative vote would prompt the Board and Committee to evaluate potential changes. Overall, the proposal asks for shareholder affirmation of an established, consultant-informed, performance-linked compensation framework that the Board believes drove strong 2025 outcomes and aligns management with long-term stockholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.49% | 2,285,949 | $3.2B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.34% | 1,881,184 | $2.6B |
| 3 | BlackRock, Inc. | 4.51% | 1,586,248 | $2.2B |
| 4 | STATE STREET CORP | 4.18% | 1,471,879 | $2.0B |
| 5 | FMR LLC | 3.56% | 1,253,745 | $1.7B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 3.21% | 1,129,019 | $1.6B |
| 7 | AQR CAPITAL MANAGEMENT LLC | 3.07% | 1,081,714 | $1.4B |
| 8 | BlackRock, Inc. | 2.51% | 882,506 | $1.2B |
| 9 | Capital World Investors | 2.46% | 865,780 | $1.2B |
| 10 | JPMORGAN CHASE CO | 2.05% | 720,126 | $917M |
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