Independent
Tenure on this board
0.9 yrs
Also a director at
Otis Worldwide Corp (OTIS)Exlservice Holdings Inc (EXLS)
11 nominees · 4 ballot items.
Election of directors; Ratification of Deloitte & Touche LLP as independent auditor; Advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); Shareholder proposal to permit shareholder written consent (proponent: John Chevedden).
Election of eleven director nominees to serve until the next annual meeting.
Ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
The advisory Say-on-Pay proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation policies and the compensation paid to named executive officers as disclosed in the proxy. Management supports this vote to confirm alignment of compensation design with the Company’s strategy and long-term shareholder value creation. The Company’s compensation program emphasizes variable pay (annual and long-term incentives), links pay to performance via Compensation Core Earnings, Compensation Core ROE and TSR metrics, and includes governance safeguards such as independent compensation consultant oversight, clawback policy, and double-trigger change-of-control vesting. The Compensation Committee concluded that 2025 outcomes (AIP funded at 176% of target, strong three-year performance share payout at 176% of target) reflect robust financial and strategic execution and thus recommends shareholders vote for the advisory approval. Shareholders’ prior strong support (approximately 92% in 2025) informs continued use of these practices and the Board will consider the vote’s outcome in future compensation decisions.
Shareholder proposal requesting the Board take steps to permit shareholders to act by written consent upon the minimum number of votes necessary to approve an action at a meeting where all shareholders are present and voting; proponent: John Chevedden.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.57% | 17,997,591 | $2.4B |
| 2 | STATE STREET CORP | 5.86% | 16,058,482 | $2.2B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.81% | 15,919,750 | $2.2B |
| 4 | BlackRock, Inc. | 5.22% | 14,305,494 | $1.9B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.67% | 7,308,928 | $990M |
| 6 | FMR LLC | 2.55% | 7,003,439 | $947M |
| 7 | BlackRock, Inc. | 2.16% | 5,919,649 | $801M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 1.39% | 3,820,419 | $517M |
| 9 | FIRST TRUST ADVISORS LP | 1.26% | 3,455,229 | $467M |
| 10 | BlackRock, Inc. | 1.19% | 3,264,549 | $441M |
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