Independent
Tenure on this board
12.5 yrs
9 nominees · 3 ballot items.
Elect nine directors to one-year terms; approve, on an advisory basis, the compensation of the Company’s named executive officers; and ratify the appointment of Forvis Mazars, LLP as the independent auditor for 2026.
Elect nine directors to hold office for one-year terms until the 2027 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This is a non-binding advisory vote asking shareholders to approve the Company’s disclosure of named executive officer (NEO) compensation and, implicitly, the compensation philosophy and practices described in the proxy. Management seeks shareholder approval to affirm the mix of compensation elements it uses—base salary, an annual non-equity incentive (SMICP) tied primarily to operating earnings per share, and long-term restricted stock awards under the LTEIP—and to validate governance features intended to align pay with performance. The Company’s SMICP ties near-term cash incentives mainly to operating EPS, with defined threshold, target and maximum payout bands (capped at 200% of target for the EPS metric), while the LTEIP grants restricted stock with multi-year vesting to promote retention and long-term alignment. The Board emphasizes risk mitigation features, including a Clawback Policy, hedging/pledging prohibitions for executives, minimum vesting periods, stock ownership guidelines and periodic consultant review, which are presented as safeguards against excessive risk-taking. The Board also notes robust historical shareholder support (93.13% in favor at the 2025 meeting) and intends to consider the outcome of this advisory vote when assessing future compensation policies, though the vote is non-binding. From a governance perspective, the proposal is positioned as an accountability mechanism that allows shareholders to express approval or concern about pay-for-performance alignment and the design of incentive metrics. Investors evaluating this proposal should weigh the predominance of performance-based metrics for annual incentives, the substantial use of multi-year restricted equity, the company’s reported strong financial results in 2025 (net income and EPS near target), and the presence of governance safeguards and consultant oversight in assessing whether the compensation program appropriately balances pay, performance and risk.
Ratify the Board’s appointment of Forvis Mazars, LLP as the Company’s independent auditor for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.5% | 3,447,974 | $134M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 3,359,034 | $130M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 2,730,611 | $106M |
| 4 | EARNEST PARTNERS LLC | 3.6% | 2,255,590 | $87M |
| 5 | STATE STREET CORP | 3.6% | 2,239,768 | $87M |
| 6 | BlackRock, Inc. | 3.5% | 2,200,328 | $85M |
| 7 | BlackRock, Inc. | 3.1% | 1,978,392 | $77M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 1,354,060 | $52M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 1.6% | 994,995 | $39M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 1.6% | 979,027 | $38M |
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