Independent
Tenure on this board
0.4 yrs
9 nominees · 3 ballot items.
Three management proposals: (1) election of nine directors; (2) non-binding advisory approval of executive compensation (say-on-pay); and (3) ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026.
To elect a Board of Directors for the ensuing year (nine nominees) to serve until the next Annual Meeting or until their successors are elected and qualified.
A non-binding, advisory vote to approve the Company’s Named Executive Officers’ compensation as disclosed in the Proxy Statement (CD&A, compensation tables, and related materials).
This management proposal requests a non-binding, advisory approval of the Company’s executive compensation as disclosed in the Proxy Statement (the CD&A, compensation tables, and related materials). Management seeks this annual advisory vote to provide shareholders with a direct mechanism to express their view on pay practices for Named Executive Officers, consistent with the Dodd-Frank Act requirements and the company’s prior adoption of an annual vote schedule. The Compensation Committee emphasizes that HEICO’s program ties significant compensation to long-term performance—through performance-vesting stock options that vest contingent on annual net income growth and performance-based discretionary contributions under the HEICO Leadership Compensation Plan—intended to align management incentives with shareholder value. The CD&A highlights recent responsiveness to shareholder feedback, including structuring fiscal 2025 option grants and LCP contributions to be performance-based and increasing disclosure around bonus targets and calculations. The proposal is advisory and non-binding; the Board will consider the outcome and shareholder feedback when evaluating future compensation design, but is not legally obligated to change compensation practices based on the vote. The Board recommends a FOR vote, arguing that the pay programs have supported sustained revenue, profit, and cash-flow growth over decades and align executives’ interests with shareholders. The Compensation Committee points to strong historical shareholder support (approximately 95% approval in 2025) and to HEICO’s long-term performance record as rationale for retaining the current approach. Voting FOR signals shareholder support for the Compensation Committee’s philosophy of linking pay to profitability, cash generation, and long-term value creation while preserving the Board’s discretion to make future adjustments informed by investor feedback.
To ratify the Finance/Audit Committee’s selection of Deloitte & Touche LLP as HEICO’s independent registered public accounting firm for the fiscal year ending October 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital International Investors | 1.91% | 2,661,900 | $730M |
| 2 | Capital World Investors | 1.69% | 2,364,929 | $648M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.60% | 2,235,217 | $613M |
| 4 | STATE STREET CORP | 1.24% | 1,738,536 | $477M |
| 5 | BlackRock, Inc. | 1.01% | 1,411,801 | $387M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 0.95% | 1,333,103 | $366M |
| 7 | BlackRock, Inc. | 0.74% | 1,028,089 | $282M |
| 8 | FMR LLC | 0.72% | 1,010,475 | $277M |
| 9 | TWO SIGMA INVESTMENTS, LP | 0.57% | 801,131 | $220M |
| 10 | UBS Group AG | 0.57% | 797,914 | $219M |
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