Independent
Tenure on this board
9.9 yrs
Also a director at
Newell Brands Inc (NWL)
8 nominees · 3 ballot items.
Three proposals: election of eight directors, an advisory (non-binding) vote to approve named executive officers’ compensation, and ratification of PricewaterhouseCoopers LLP as the company’s independent auditor for 2026.
Election of eight nominees named in the proxy statement to serve as directors until the next annual meeting of stockholders.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis, Summary Compensation Table and related disclosures in the proxy statement.
This proposal requests a non-binding, advisory endorsement of the Company’s executive compensation disclosures and programs as presented in the Compensation Discussion and Analysis and related tables. Management seeks shareholder approval to validate its pay-for-performance philosophy, which the Compensation Committee says is intended to align named executive officers’ incentives with short- and long-term Company objectives. In 2025 the Company completed a major acquisition (H&E) and the Compensation Committee modified the EICP metrics and reduced the maximum EICP payout from 200% to 100% to better align incentives with post-acquisition objectives; PSUs were also amended to an annual measurement framework to address volatility and to preserve a long-term perspective. The Compensation Committee emphasizes a compensation mix heavily weighted toward performance-based and equity awards (PSUs and RSUs) to reinforce alignment with stockholder value creation and retention. Management frames the approval as important feedback from investors and notes that the vote is advisory and non‑binding, but that the Board and Compensation Committee will consider the results when setting future compensation. The Board recommends a FOR vote, citing the program’s alignment with Company strategy, market practices, and governance safeguards such as clawback and stock ownership guidelines. Company context—recent acquisition, adjustments to performance metrics, and prior strong say-on-pay support—frames the decision and may influence investor evaluation of program design and responsiveness to shareholder concerns.
Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 10.8% | 3,610,648 | $359M |
| 2 | Invesco Ltd. | 5.5% | 1,827,365 | $182M |
| 3 | Coliseum Capital Management, LLC | 5.0% | 1,662,062 | $165M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 1,567,803 | $156M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,461,042 | $145M |
| 6 | BlackRock, Inc. | 3.6% | 1,216,647 | $121M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.2% | 1,064,764 | $106M |
| 8 | GAMCO INVESTORS, INC. ET AL | 2.9% | 973,141 | $97M |
| 9 | BlackRock, Inc. | 2.8% | 926,745 | $92M |
| 10 | FMR LLC | 2.7% | 914,138 | $91M |
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