Independent
Tenure on this board
9.0 yrs
3 nominees · 4 ballot items.
Elect three Class II directors (Kevin Brown, Arthur Soucy, Lori Walker); advisory approval of named executive officer compensation (Say-on-Pay); ratification of PwC as independent registered public accounting firm; and transact other business as may properly come before the meeting.
Elect three Class II director nominees—Kevin Brown, Arthur Soucy, and Lori Walker—to serve three-year terms expiring in 2029.
Non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory endorsement of the Company’s executive compensation as disclosed in the proxy. Management seeks stockholder approval to validate its pay practices, which emphasize pay-for-performance with a significant portion of NEO compensation at risk through cash incentives, RSUs and performance stock units (PSUs). The Compensation Committee explains the program's design—annual cash incentives tied to Adjusted EBITDA, Net Sales and Cash Conversion Cycle, and three-year PSUs tied to Net Sales growth, Adjusted EBITDA margin and Return on Gross Invested Capital, with a TSR modifier—intended to align management incentives with strategic objectives and shareholder value. The board recommends a FOR vote, citing robust governance measures including independent compensation committee oversight, use of an independent consultant, clawback policy, stock ownership guidelines, and prior strong shareholder support (92% in 2025). The advisory nature means the vote will not change past awards but will be considered by the Compensation Committee for future adjustments. Potential investor concerns could include whether performance metric targets and peer group selection align incentives properly and whether vesting/retention features or severance provisions unduly insulate executives; management addresses these via clawbacks, double-trigger change-in-control protections, and retirement/forfeiture provisions. Overall, the proposal is routine but important for governance signaling, and the Board frames the recommendation around alignment with long-term stockholder value and retained flexibility to adjust pay programs.
Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
To transact such other business as may properly come before the Annual Meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.0% | 17,423,764 | $233M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.8% | 10,347,933 | $138M |
| 3 | JPMORGAN CHASE CO | 4.5% | 9,734,197 | $128M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 9,252,807 | $124M |
| 5 | FIDUCIARY MANAGEMENT INC /WI/ | 4.0% | 8,738,960 | $117M |
| 6 | Neuberger Berman Group LLC | 3.5% | 7,657,059 | $102M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.2% | 6,918,107 | $93M |
| 8 | MIC Capital Management UK LLP | 3.0% | 6,572,676 | $88M |
| 9 | Greenhouse Funds LLLP | 3.0% | 6,418,964 | $86M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.9% | 6,281,396 | $84M |
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