8 nominees · 3 ballot items.
Election of eight directors; Ratification of PwC as independent auditor; Non-binding advisory vote to approve executive compensation (Say-on-Pay).
Elect eight persons to serve as directors until the 2027 annual meeting and until their successors are duly elected and qualify.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Adopt a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The proposal requests an advisory approval of the Company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and narrative. Management seeks shareholder endorsement to validate its compensation decisions and demonstrate alignment with stockholder interests. Context includes the company’s internalization in 2023, significant compensation program adjustments in 2024 and 2025, performance-based pay with PSUs and RSUs, and a pay-for-performance approach where a substantial portion of CEO pay is variable and equity-based. The board recommends a vote FOR, citing alignment with performance, a multi-year transformation that reduced debt by $2.2 billion, improved portfolio quality and achieved investment-grade ratings, and robust governance processes including independent compensation committee oversight and engagement with an independent compensation consultant. The vote is advisory and non-binding but will be considered by the compensation committee in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.6% | 20,403,705 | $191M |
| 2 | BlackRock, Inc. | 9.3% | 19,713,678 | $185M |
| 3 | STATE STREET CORP | 5.2% | 11,111,051 | $104M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 9,244,241 | $87M |
| 5 | BlackRock, Inc. | 3.8% | 7,955,094 | $74M |
| 6 | BROWN ADVISORY INC | 2.7% | 5,784,980 | $54M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 4,573,867 | $43M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.1% | 4,387,416 | $41M |
| 9 | Invesco Ltd. | 1.6% | 3,358,937 | $31M |
| 10 | Helix Partners Management LP | 1.4% | 3,021,832 | $28M |
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