Independent
Tenure on this board
19.4 yrs
Also a director at
Markel Group Inc (MKL)Coca Cola Co (KO)
10 nominees · 2 ballot items.
Election of Directors (Class A and Class B) and an advisory vote by Class A shareholders to approve 2025 executive compensation.
Election of ten Directors: seven elected by Class A shareholders and three elected by Class B shareholders to serve one-year terms.
A non-binding, advisory vote by Class A shareholders to approve the compensation awarded to the Company’s named executive officers for 2025, as disclosed in the proxy statement.
This advisory management proposal asks Class A shareholders to approve, on a non-binding basis, the Company’s 2025 executive compensation as detailed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks shareholder approval to reaffirm its pay-for-performance philosophy and to obtain shareholder feedback that the Compensation Committee will consider in future compensation decisions. The vote is advisory and does not bind the Board or the Compensation Committee, but a favorable vote would validate the Committee’s approach to compensation design, including the mix of cash and long-term incentives, performance unit metrics tied to Kaplan and other business segments, adjusted EPS measures for annual bonuses and discretionary adjustments. The Board recommends a vote FOR, arguing that the program aligns management incentives with shareholder interests, includes risk mitigation and clawback policies, and has been successful based on prior shareholder approval. Given the Company’s controlled-company status and significant insider ownership, the outcome primarily serves as shareholder feedback rather than a governance constraint; the Compensation Committee commits to consider the vote in setting future compensation but retains discretion over adjustments and awards.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.8% | 249,284 | $264M |
| 2 | Madison Avenue Partners, LP | 5.7% | 245,829 | $260M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.3% | 230,324 | $244M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.0% | 173,937 | $184M |
| 5 | Wallace Capital Management Inc. | 3.6% | 155,071 | $164M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.4% | 145,630 | $154M |
| 7 | STATE STREET CORP | 2.9% | 124,555 | $132M |
| 8 | BlackRock, Inc. | 2.5% | 107,550 | $114M |
| 9 | FIRST TRUST ADVISORS LP | 2.1% | 92,505 | $98M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 2.1% | 91,715 | $97M |
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