Independent
Tenure on this board
5.8 yrs
6 nominees · 3 ballot items.
Election of six directors; Ratification of Ernst & Young LLP as independent auditors for 2026; Advisory (non-binding) approval of 2025 executive compensation (Say-on-Pay).
Elect six directors to the Board for one-year terms: Raymond T. Betler, John F. Kasel, John E. Kunz, David J. Meyer, Diane B. Owen, and Bruce E. Thompson.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers in 2025, as disclosed in the Proxy Statement.
The advisory resolution asks shareholders to approve, on a non-binding basis, the overall 2025 compensation of the Company’s named executive officers as disclosed in the proxy, including the CD&A and compensation tables. Management is seeking approval to demonstrate shareholder support for its pay-for-performance philosophy and to continue using annual advisory votes; the Board recommends "FOR" because the program is designed to align pay with long-term shareholder interests, uses performance-based metrics (Adjusted EBITDA, Adjusted Free Cash Flow, Economic Profit Improvement), employs independent consultant benchmarking, stock ownership guidelines, clawback policy, and double-trigger CIC protections, and historically received strong shareholder support in 2025. The vote is advisory and non-binding, but the Board will consider the results when making future compensation decisions. This vote takes place against a backdrop of detailed incentive plans with adjustments for safety performance and guidance misses; while management points to robust governance of compensation, potential concerns for investors include realized payouts relative to disclosed targets, discretionary adjustments (±15%) and payouts tied to complex internal metrics that may not directly correlate with TSR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRANDES INVESTMENT PARTNERS, LP | 13.22% | 1,382,569 | $39M |
| 2 | 22NW, LP | 10.20% | 1,067,186 | $30M |
| 3 | GAMCO INVESTORS, INC. ET AL | 8.62% | 901,439 | $25M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 6.35% | 664,441 | $19M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.68% | 384,784 | $11M |
| 6 | BlackRock, Inc. | 3.37% | 352,582 | $10M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 3.03% | 316,382 | $9M |
| 8 | BlackRock, Inc. | 2.31% | 241,167 | $7M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.85% | 193,564 | $5M |
| 10 | STATE STREET CORP | 1.46% | 152,551 | $4M |
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