Independent
Tenure on this board
2.2 yrs
3 nominees · 4 ballot items.
Elect three Class II directors; Advisory vote to approve named executive officer compensation (Say-on-Pay); Ratify Deloitte & Touche LLP as independent auditor; Vote on a stockholder proposal requesting a report assessing sustainability goals using NPV and ROI calculations.
Elect three incumbent Class II directors (Matthew Harris, Martina Hund‑Mejean, Paula Rosput Reynolds) to the Board for a three-year term expiring in 2029.
An advisory, non-binding vote to approve the compensation of the company’s named executive officers as disclosed in the CD&A and compensation tables.
The proposal asks shareholders to approve, on a non-binding advisory basis, the compensation of named executive officers as disclosed in the CD&A and compensation tables. Management is seeking approval to validate its pay practices and demonstrate shareholder support for executive compensation structure and decisions, emphasizing pay-for-performance alignment, use of AIP and LTI with financial metrics, and governance practices like independent committee oversight and clawbacks. The Board recommends a FOR vote arguing the program aligns pay with company performance, incorporates appropriate safeguards (caps, clawback, ownership guidelines), and balances retention and market competitiveness through equity-heavy compensation. Context includes strong 2025 financial results (revenue, net income, free cash flow), increases in CEO target compensation predominantly in LTI form, and shareholder engagement informing compensation governance. The vote is advisory and non-binding, but the Board will consider results in future compensation decisions.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as independent auditor for fiscal year 2026.
Stockholder proposal (from National Center for Public Policy Research) requesting the Board publish a report assessing whether sustainability goals were authorized and maintained based on NPV and ROI calculations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 17,516,600 | $15.3B |
| 2 | FMR LLC | 4.6% | 12,239,727 | $10.7B |
| 3 | STATE STREET CORP | 4.2% | 11,394,498 | $10.0B |
| 4 | BlackRock, Inc. | 3.0% | 8,012,754 | $7.0B |
| 5 | BlackRock, Inc. | 2.1% | 5,639,571 | $4.9B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 5,544,154 | $4.8B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.8% | 4,798,236 | $4.2B |
| 8 | JPMORGAN CHASE CO | 1.8% | 4,781,244 | $3.9B |
| 9 | Capital World Investors | 1.6% | 4,262,860 | $3.7B |
| 10 | MORGAN STANLEY | 1.2% | 3,289,501 | $2.9B |
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