Independent
Tenure on this board
1.4 yrs
11 nominees · 4 ballot items.
Election of 11 directors; Ratification of Ernst & Young LLP as auditors; Advisory Say-on-Pay vote to approve executive compensation; Approval of Amended & Restated 2017 Stock Incentive Plan.
Election of 11 director nominees for one-year terms expiring at the 2027 annual meeting.
Ratify appointment of Ernst & Young LLP as independent auditors for fiscal 2026.
Non-binding advisory vote to approve compensation of named executive officers for fiscal year ended December 25, 2025.
This management proposal seeks a non-binding advisory approval of the company’s executive compensation for fiscal 2025 as disclosed in the proxy. Management requests shareholder endorsement of its pay-for-performance program, which emphasizes a majority of at-risk compensation through annual bonuses tied to net sales and EBIT and long-term equity awards (RSUs and PSUs) tied to ROIC and Adjusted EBIT over multi-year periods. The board highlights changes during Fiscal 2025, including leadership transition, compensation set for new CEO and Executive Chair, and adjustments to incentive structures (e.g., tranche-based Adjusted EBIT for PSUs) to reflect macroeconomic uncertainty. The Compensation Committee and independent consultant (Korn Ferry) reviewed pay levels and performance metrics, and the Board points to strong governance features — clawback policies, stock ownership guidelines, minimum one-year vesting, and limits on problematic practices — to justify recommending a FOR vote. The company notes that pay is materially at-risk (majority) and that prior say-on-pay in 2025 received strong support (96.5%), which the Board considered in structuring pay. Investors should weigh management’s rationale against actual realized pay outcomes (CAP disclosures show volatility tied to stock price movements) and the non-binding nature of the vote; the proposal does not change pay practices but provides an advisory endorsement which the Board will consider in future decisions.
Approve amendment to extend the term of the 2017 Stock Incentive Plan to February 18, 2036, with no increase in share reserve.
Management requests shareholder approval to extend the term of the company’s equity incentive plan (2017 Plan) to February 18, 2036 without increasing the existing share reserve (9,000,000 shares authorized), arguing that the extension is essential to continue granting equity awards to attract and retain employees and align long-term incentives with stockholder value. The proposal emphasizes no increase in share count, maintenance of minimum vesting and anti-single-trigger change-in-control protections, and includes standard administrative and anti-dilution adjustments. The Board cites historical low burn rate and modest overhang as supporting the extension while balancing dilution concerns. If not approved, the plan would expire April 12, 2027 potentially disrupting the 2027 grant cycle. The Board recommends a FOR vote on these grounds.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 7.6% | 8,252,847 | $419M |
| 2 | PRINCIPAL FINANCIAL GROUP INC | 6.1% | 6,565,007 | $334M |
| 3 | BlackRock, Inc. | 5.9% | 6,326,632 | $321M |
| 4 | Capital World Investors | 5.8% | 6,297,143 | $320M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 4,846,869 | $246M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.1% | 4,476,867 | $227M |
| 7 | STATE STREET CORP | 3.0% | 3,251,071 | $165M |
| 8 | BlackRock, Inc. | 2.9% | 3,133,046 | $159M |
| 9 | WASATCH ADVISORS LP | 2.7% | 2,897,074 | $147M |
| 10 | Turtle Creek Asset Management Inc. | 2.6% | 2,757,643 | $140M |
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