Independent
Tenure on this board
9.6 yrs
9 nominees · 4 ballot items.
Election of nine directors; advisory vote to approve executive compensation; approval of amendment and restatement of 2012 Incentive Award Plan to increase share reserve and update terms; and ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
Election of nine director nominees to serve 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.
The proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed compensation of the Company’s NEOs. Management seeks this affirmation to demonstrate shareholder support for its executive pay program, which it describes as heavily performance-based with multi-year incentive metrics aligned to cyclical industry dynamics (net income ex‑tax adjustments for annual incentives; three‑year LTI‑adjusted ROE and cumulative investment volume for performance shares). The company highlights strong 2025 financial results and previous say‑on‑pay support (≈98% in 2025) to justify its approach. A FOR vote is recommended by the Board, which contends that the program aligns management with shareholders through rigorous targets, robust stock ownership and retention policies, clawback provisions, and independent oversight by the Compensation Committee and its consultant. Potential investor considerations include the advisory nature of the vote (non‑binding), the degree of pay‑for‑performance alignment across varying market cycles, and the presence of transactional awards tied to the Wells Fargo Transaction that supplemented standard awards in 2025.
Shareholder vote to approve an amendment and restatement of the company’s 2012 Incentive Award Plan to increase the share reserve by 1,300,000 shares and make other changes (remove fixed term, adjust ISO limits, increase individual and director caps, add consultants as eligible).
This management proposal requests shareholder approval to amend and restate the company’s long-standing equity compensation plan, primarily to increase the share reserve by 1.3 million shares and to modernize technical and governance provisions. Management is seeking approval because the existing plan expires in 2027 and there is a need for additional shares to continue granting equity, which it argues is critical for attracting and retaining talent and aligning employees with shareholders. Key changes include removing the plan’s fixed term, increasing limits on ISO issuance, raising annual per-person caps for option/SAR awards and full-value awards, raising the aggregate non-employee director compensation cap, and expanding eligibility to include consultants. The board’s recommendation (FOR) is supported by analyses of historical burn rates, overhang expectations (~11.7% post‑approval), and benchmarking by the Compensation Committee’s independent consultant; the restated plan also includes anti‑dilution mechanics, minimum vesting provisions, and anti‑repricing protections. Shareholders should weigh potential dilution against the company’s rationale that the reserve should last approximately seven years at historical grant levels, the plan’s governance protections, and the company’s equity‑based pay philosophy.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 9.29% | 3,298,454 | $563M |
| 2 | BlackRock, Inc. | 7.83% | 2,777,985 | $474M |
| 3 | EARNEST PARTNERS LLC | 7.37% | 2,615,231 | $447M |
| 4 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 6.00% | 2,128,884 | $363M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.68% | 2,015,452 | $344M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.45% | 1,579,456 | $270M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.88% | 1,378,355 | $235M |
| 8 | STATE STREET CORP | 3.72% | 1,320,026 | $225M |
| 9 | AMERICAN CENTURY COMPANIES INC | 3.55% | 1,261,370 | $215M |
| 10 | BlackRock, Inc. | 3.41% | 1,208,919 | $206M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.