Independent
Tenure on this board
7.9 yrs
Also a director at
Fastenal Co (FAST)Waste Connections Inc (WCN)
3 nominees · 3 ballot items.
Shareholders will vote to elect three Class III directors, ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026, and cast a non-binding advisory (“Say on Pay”) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Elect three Class III directors (Daniel L. Florness, Celine C. Martin, and Teresa J. Rasmussen) to serve three-year terms until the 2029 Annual Meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as H.B. Fuller’s independent registered public accounting firm for the fiscal year ending November 28, 2026.
A non-binding advisory vote asking shareholders to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables and narrative in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the Company’s named executive officer compensation as described in the proxy, effectively providing feedback on the design and outcomes of the compensation program. Management is seeking shareholder approval to confirm support for its pay-for-performance framework, which emphasizes short-term incentives (STIP) tied to company-wide financial metrics — Adjusted EPS, Adjusted Net Revenue, Adjusted EBITDA, and Adjusted EBITDA Margin — and long-term incentives (LTIP) comprised of NQSOs, RSUs, and PSUs with PSUs cliff-vesting after a three-year ROIC performance period. The Compensation Committee highlights program features intended to align pay with long-term shareholder value: 25% PSUs (performance-based), a modified ROIC payout schedule, clawback provisions, prohibitions on hedging and pledging, double-trigger change-in-control protections for equity, and stock ownership guidelines. The proxy discloses that shareholders previously supported the program at 97% in 2025, and management notes fiscal 2025 performance that delivered improved adjusted EBITDA and adjusted EPS and a record adjusted EBITDA margin, which it says justifies the pay outcomes. Because the vote is advisory, it does not bind the Board, but the Board will consider the result when setting future compensation. The Board’s recommendation for a FOR vote is grounded in market benchmarking, the use of relevant performance metrics tied to strategic objectives, and ongoing shareholder engagement; it also emphasizes ongoing Committee oversight and adjustments (e.g., ROIC metric changes and acquisition treatment) to align with market practice. Risks include reliance on non-GAAP measures for short-term incentive metrics and the continued use of discretionary adjustments in plan calculations, which shareholders may scrutinize when assessing the alignment between pay and realized long-term performance. Overall, the proposal functions as a governance signal on executive pay design, and a FOR vote is management’s request for shareholder endorsement of current compensation policies and outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.6% | 5,773,855 | $356M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.9% | 3,748,204 | $231M |
| 3 | STATE STREET CORP | 5.1% | 2,756,241 | $170M |
| 4 | Capital World Investors | 4.8% | 2,593,465 | $160M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.5% | 2,473,829 | $153M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,430,827 | $150M |
| 7 | MAIRS POWER INC | 4.3% | 2,361,617 | $146M |
| 8 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 3.1% | 1,667,006 | $103M |
| 9 | COOKE BIELER LP | 2.9% | 1,562,960 | $96M |
| 10 | BlackRock, Inc. | 2.9% | 1,558,560 | $96M |
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