Independent
Tenure on this board
0.3 yrs
12 nominees · 3 ballot items.
Election of 12 directors; advisory approval of executive compensation (say-on-pay); ratification of RSM US LLP as independent auditor.
Elect 12 director nominees to serve until the 2027 Annual Meeting or until their successors are elected.
A non-binding, advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to approve, on a non-binding advisory basis, the compensation disclosed for the company’s named executive officers for 2025. Management is seeking shareholder approval to validate its compensation philosophy, which mixes base salary, short-term incentive cash bonuses tied to company performance metrics, and long-term equity awards (RSUs and PRSUs) to align executives' interests with long-term shareholder value. Context includes strong prior support (approx. 99% approval at the 2025 meeting) and that the Compensation Committee uses peer benchmarking, performance metrics and regulatory considerations to set pay. The board recommends a vote FOR, stating that the CD&A and tabular disclosures adequately explain compensation decisions. The rationale emphasizes alignment of pay with performance, retention through equity vesting schedules and regulatory-compliant governance such as clawback and stock ownership policies. Risks considered by the Compensation Committee are described and the committee concluded incentive plans do not create material adverse risk. A FOR vote is recommended to endorse the company's compensation practices and support management continuity.
Ratify RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 1.9% | 708,365 | $19M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.4% | 520,114 | $14M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 1.4% | 515,535 | $14M |
| 4 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 1.4% | 491,418 | $13M |
| 5 | BlackRock, Inc. | 1.3% | 467,391 | $12M |
| 6 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 1.2% | 445,780 | $12M |
| 7 | AMERICAN CENTURY COMPANIES INC | 0.9% | 325,944 | $9M |
| 8 | LPL Financial LLC | 0.9% | 324,048 | $9M |
| 9 | STATE STREET CORP | 0.8% | 292,700 | $8M |
| 10 | ROYCE ASSOCIATES LP | 0.7% | 264,422 | $7M |
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