Independent
Tenure on this board
1.0 yrs
11 nominees · 3 ballot items.
Elect 11 director nominees; ratify Deloitte & Touche LLP as independent auditor for fiscal 2027; and hold a non-binding advisory (Say-on-Pay) vote to approve the compensation of the Company’s named executive officers.
Elect 11 current director nominees to serve one-year terms until the 2027 Annual Meeting.
Ratify the Audit and Finance Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2027.
Non-binding, advisory (Say-on-Pay) vote to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the overall compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and related disclosures. Management frames the vote as an annual governance practice to confirm that compensation design, goal-setting, and payout outcomes are aligned with shareholder interests. The Compensation and Management Development Committee emphasizes pay-for-performance features: an annual cash incentive tied to EBIT and SG&A metrics, a long-term incentive mix weighted heavily toward performance-restricted stock units (PRSUs) measured on a three-year cumulative EBIT goal with a TSR modifier, and stock ownership guidelines and clawback provisions. The Board recommends a FOR vote, arguing that the program supports the Company’s strategic priorities—profitability, brand reinvigoration, platform investments, and culture—and helps retain leadership through a mix of time-based RSUs and performance-based PRSUs. Key points shareholders should weigh include the substantial weighting of CEO and senior pay toward multi-year performance metrics, the use of relative TSR as a modifier to align pay with market peers, and disclosed payouts (e.g., recent PRSU cycles paid at maximum levels after strong EBIT and TSR outcomes). Management also discloses robust governance controls around target setting, independent consultant input, committee oversight, and an annual shareholder outreach program that informed compensation practices. A sophisticated evaluation should consider whether the chosen EBIT targets and relative TSR peer index are sufficiently rigorous and properly calibrated to long-term value creation, whether disclosed one-time adjustments materially affected payouts, and the degree to which retention-focused RSUs complement or dilute performance incentives. The Board will consider the advisory vote outcome in future compensation decisions, making this vote an important signal of shareholder sentiment rather than a binding mandate.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 5.92% | 22,059,233 | $565M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 3.36% | 12,513,812 | $320M |
| 3 | BlackRock, Inc. | 3.17% | 11,822,744 | $303M |
| 4 | AQR CAPITAL MANAGEMENT LLC | 2.52% | 9,390,464 | $240M |
| 5 | AMERIPRISE FINANCIAL INC | 2.15% | 8,021,700 | $205M |
| 6 | FRANKLIN RESOURCES INC | 2.15% | 7,996,068 | $205M |
| 7 | STATE STREET CORP | 2.04% | 7,600,144 | $195M |
| 8 | FMR LLC | 1.87% | 6,967,745 | $178M |
| 9 | BlackRock, Inc. | 1.83% | 6,824,643 | $175M |
| 10 | STEADFAST CAPITAL MANAGEMENT LP | 1.52% | 5,669,713 | $145M |
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