Independent
Tenure on this board
7.9 yrs
10 nominees · 3 ballot items.
Election of ten directors; advisory (non-binding) approval of executive compensation (Say-on-Pay); ratification of Forvis Mazars, LLP as independent auditors for fiscal 2026.
Elect ten directors to serve until the 2027 annual meeting.
Advisory (non-binding) vote to approve the compensation of the Company's Named Executive Officers (Say-on-Pay).
This management proposal requests shareholder advisory approval of the company’s named executive officer compensation as disclosed in the proxy statement (a Say-on-Pay vote). Management frames the vote as an opportunity for shareholders to endorse the compensation philosophy and practices described in the Compensation Discussion and Analysis, which emphasize pay-for-performance through a mix of base salary, annual cash incentives tied to metrics including PPNR and efficiency, and multi-year RSU-based long-term incentives tied to metrics such as ROTE, diluted EPS, and relative TSR. The Board and the Compensation and Human Capital Committee recommend FOR the proposal, citing strong alignment between pay and performance (approximately 70% of the CEO’s pay is at-risk), mandatory deferrals, clawback and anti-hedging/anti-pledging policies, and robust governance (independent compensation committee, independent consultant). Management notes recent strategic acquisitions and 2025 financial results—growth in assets, net income and strong STIP outcomes—as context for compensation outcomes, and commits to consider the advisory vote results in future compensation decisions.
Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.54% | 9,811,496 | $438M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.16% | 6,714,185 | $300M |
| 3 | STATE STREET CORP | 4.78% | 6,215,213 | $278M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.46% | 5,806,560 | $259M |
| 5 | Neuberger Berman Group LLC | 3.42% | 4,457,272 | $199M |
| 6 | BlackRock, Inc. | 3.32% | 4,314,734 | $193M |
| 7 | Capital Research Global Investors | 2.97% | 3,871,510 | $173M |
| 8 | COOKE BIELER LP | 2.20% | 2,859,991 | $128M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.07% | 2,698,963 | $121M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.01% | 2,617,085 | $117M |
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