Not independent
Tenure on this board
4.1 yrs
11 nominees · 3 ballot items.
Three proposals: (1) Election of 11 director nominees to the Board, (2) Advisory 'say-on-pay' vote to approve the compensation of the Company’s named executive officers, and (3) Advisory ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect each of the 11 director nominees named in the Proxy Statement to the Board of Directors to serve until the 2027 annual general meeting or until their successors are duly elected and qualified.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and accompanying narrative in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the compensation paid to the Company’s named executive officers as detailed in the proxy materials. Management is seeking shareholder approval to validate its pay-for-performance framework and to signal investor support for the Committee’s 2025 compensation design choices, which reintroduced performance share units (PSUs), retained stock appreciation rights (SARs), and added restricted cash units (RCUs) to balance dilution and retention. The Compensation Committee emphasizes that the program ties a majority of pay to performance metrics—50% PSUs (long-term Adjusted EBITDA and Local Currency Net Sales), 25% SARs, and 25% RCUs—along with annual incentives weighted 50/50 between Adjusted EBITDA and Local Currency Net Sales to reinforce profitable growth. The filing notes shareholder feedback from the prior year (approximately 51.5% support in 2025) influenced the program’s greater emphasis on performance-based long-term incentives. Management also highlights governance protections such as clawback provisions, anti-hedging/pledging policies, use of an independent compensation advisor, and robust share ownership guidelines to align executives’ interests with long-term shareholders. The Board recommends FOR the proposal on the grounds that the compensation program is competitive, calibrated to drive sustainable shareholder value, and responsive to investor outreach. A vote in favor is advisory only; the Board will consider the outcome and shareholder feedback in future compensation decisions.
Ratify, on an advisory basis, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAUPOST GROUP LLC/MAActivist | 8.93% | 9,259,844 | $136M |
| 2 | Route One Investment Company, L.P. | 7.94% | 8,227,300 | $121M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.87% | 6,086,085 | $90M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 5.31% | 5,499,968 | $81M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.26% | 4,414,257 | $65M |
| 6 | FMR LLC | 4.25% | 4,402,389 | $65M |
| 7 | BlackRock, Inc. | 3.76% | 3,897,354 | $57M |
| 8 | BlackRock, Inc. | 2.86% | 2,969,568 | $44M |
| 9 | LSV ASSET MANAGEMENT | 2.53% | 2,626,094 | $39M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.50% | 2,596,795 | $38M |
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