Not independent
Tenure on this board
6.8 yrs
9 nominees · 4 ballot items.
Election of nine directors; advisory approval of named executive officer compensation (say-on-pay); ratification of PricewaterhouseCoopers LLP as independent auditors; and approval of the 2026 Equity and Incentive Compensation Plan.
Elect nine director nominees to serve one-year terms until the next annual meeting.
Advisory (non-binding) vote to approve the company’s named executive officer compensation as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the company’s executive compensation program and the disclosures in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder support to validate its pay-for-performance approach, which emphasizes performance-based long-term incentives, a mix of ROIC- and TSR-based performance shares, and capped payouts with clawback and anti-hedging policies. The board’s unanimous recommendation to vote FOR reflects the committee’s view that compensation is aligned with shareholder interests, supported by a prior say-on-pay approval of more than 96% in 2025. Key context includes multi-year performance awards with ROIC/WACC and relative TSR metrics, the company’s robust clawback policies updated for NYSE/SEC standards, and recent executive transitions (new CFO) and retention/sign-on arrangements. While advisory, the board will consider the vote outcome in future compensation decisions; the structured pay program and documented governance practices underpin the recommendation.
Ratify the board’s appointment of PwC as the independent registered public accounting firm for fiscal year ending January 2, 2027.
Approve the 2026 Equity and Incentive Compensation Plan to replace the 2014 Plan and authorize up to 8,400,000 shares (subject to adjustments) for awards.
The management proposal requests shareholder approval of a new long-term equity incentive plan that would replace the company’s existing 2014 Omnibus Plan. It asks for authority to reserve up to 8.4 million shares (subject to specified adjustments and share counting rules) to continue granting stock options, RSUs, performance shares/units, SARs and other equity-linked awards. Management argues the share reserve is necessary to attract, retain and incentivize employees and directors and to align pay with shareholder value over the next 2-3 years based on historic usage. The 2026 Plan contains governance-oriented features: a non-liberal share recycling policy, limits on annual non-employee director compensation ($750,000), a minimum one-year vesting requirement (with limited exceptions), anti-repricing without shareholder approval, and a non-liberal change-in-control definition; it also includes standards for clawbacks and Section 409A compliance. The board and compensation committee unanimously recommend a FOR vote, citing the company’s historical burn rates (0.56%-0.83%) and other measures to support responsible dilution. Key contextual aspects include the conversion of remaining 2014 Plan shares into the 2026 Plan, the company’s recent equity usage, the intended mix of performance-based awards (ROIC and TSR), and the expectation that the reserve will last approximately 2-3 years depending on multiple variables. While the proposal is management-sponsored and routine for public companies, it raises governance considerations for investors regarding dilution, share recycling rules, award mix, and performance metrics; the Plan includes mechanisms intended to mitigate those investor concerns while maintaining compensation flexibility.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 5.65% | 11,967,607 | $98M |
| 2 | FULLER THALER ASSET MANAGEMENT, INC. | 5.35% | 11,348,812 | $92M |
| 3 | BlackRock, Inc. | 5.24% | 11,106,404 | $91M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.07% | 10,758,186 | $88M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.12% | 8,731,175 | $71M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.37% | 7,148,503 | $58M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.07% | 6,517,292 | $53M |
| 8 | BlackRock, Inc. | 2.85% | 6,033,494 | $49M |
| 9 | Invesco Ltd. | 2.37% | 5,030,014 | $41M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 2.03% | 4,311,347 | $35M |
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